How did Bitzero Holdings (AIBZ) perform financially for the nine months ended June 30, 2026?

For the nine months ended June 30, 2026, Bitzero reported revenue of $23.5 million and a net loss of $39.4 million, compared with $17.4 million revenue and a $14.7 million net loss in the prior-year period.

What is the liquidity position of Bitzero Holdings (AIBZ) at June 30, 2026?

At June 30, 2026, Bitzero held $2.45 million in cash and cash equivalents, $0.49 million in cash held in trust, $2.0 million in restricted cash and $2.46 million in digital currency, against total liabilities of $44.7 million.

Why does Bitzero Holdings (AIBZ) include a going-concern warning?

Management states there is material uncertainty about Bitzero’s ability to continue as a going concern because of recurring losses, $121.0 million accumulated losses, $44.7 million in liabilities and ongoing reliance on covenant compliance and new financing.

How large are Bitzero Holdings’ derivative financial liabilities?

Derivative financial liabilities, mainly from warrants and convertible features, were $15.6 million at June 30, 2026, measured as Level 3 fair values using option-pricing models sensitive to share price and expected volatility.

What post‑quarter financing did Bitzero Holdings (AIBZ) complete?

On July 30, 2026, Bitzero completed a private placement of 5,828,342 special warrants at $4.25 each, raising $24.77 million gross. Each special warrant converts into one common share and one warrant exercisable at $5.00 for five years.

How did Bitzero’s actual cash-flow forecast compare with its listing-statement FOFI?

The revised estimate of listing-statement net cash flow is $7.0 million versus an original $12.5 million forecast, a shortfall of $5.46 million or 43.7%, mainly due to lower expected Bitcoin revenue and higher general and administrative expenses.

What was Bitzero Holdings’ capital structure at June 30, 2026?

At June 30, 2026, Bitzero had $51.3 million in assets, $44.7 million in liabilities (including $14.3 million senior secured and other loans, $3.74 million convertible notes and $15.6 million derivatives) and $6.6 million in equity.

Bitzero posts $23.5M revenue, flags going concern

Exhibit 99.1

Amended and Restated

BITZERO HOLDINGS INC.

(FORMERLY WBM CAPITAL CORP.)

Interim Condensed Consolidated Financial Statements

For the three and nine months

ended June 30, 2026 and 2025

(expressed in United States Dollars, unless otherwise stated)

Note to reader:

These unaudited interim condensed consolidated financial statements for the three and nine months ended June 30, 2026 and 2025 have been amended and restated and replace those previously filed on August 14, 2026.

The revisions principally clarify and reorganize certain presentations and disclosures and do not affect the Company’s total assets, total liabilities, equity, net loss, total comprehensive loss or cash and cash equivalents at June 30, 2026. See Note 20(a)(i).

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Table of Contents
For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss	3

Interim Condensed Consolidated Statements of Financial Position	4

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity	5

Interim Condensed Consolidated Statements of Cash Flows	6

Notes to the Interim Condensed Consolidated Financial Statements	7

Page 2 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Interim condensed consolidated statements of loss and comprehensive loss
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Frealized

		Three months ended			Three months ended			Nine months ended			Nine months ended
	Note	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
			$			$			$			$
Revenue from digital assets mined	6		10,660,663			6,433,870			23,476,975			17,441,919
Refunds and other adjustments	6		(9,812	)		—			(9,812	)		1,061
Direct costs	7		(12,411,797	)		(6,926,572	)		(23,994,488	)		(18,986,041	)
			(1,760,946	)		(492,702	)		(527,325	)		(1,543,061	)

Administrative expenses	8		1,244,001			1,037,486			3,997,625			3,363,837
Finance costs	9		955,104			638,733			5,495,289			908,153
Marketing expenses	10		486,449			101,772			1,372,305			564,840
			2,685,554			1,777,991			10,865,219			4,836,830

Operating loss before other items			(4,446,500	)		(2,270,693	)		(11,392,544	)		(6,379,891	)

Share-based expenses	11		4,931,500			5,700,000			20,014,769			10,200,000
Foreign exchange (gain) loss			2,140,136			181,342			(47,974	)		1,588,046
Realized loss (gain) from sale of digital currency			1,189,073			(440,836	)		1,422,737			(1,563,534	)
Loss on contract settlement			—			—			—			(1,932,048	)
Financing loss			—			—			267,384			—
Loss (gain) on derivative financial instruments			13,262,586			—			5,900,982			—
Realized loss on disposal of assets			494,922			—			610,269			—
Revaluation gain on options			—			—			(138,930	)		—
			22,018,217			5,440,506			28,029,237			8,292,464

Loss before income taxes			(26,464,717	)		(7,711,199	)		(39,421,781	)		(14,672,355	)

Income tax			—			—			—			—
Net loss			(26,464,717	)		(7,711,199	)		(39,421,781	)		(14,672,355	)

Revaluation loss (gains) on digital currency			(1,220,259	)		260,913			(348,928	)		(745,742	)
(Gain) loss on translation of foreign operations			(1,128,664	)		93,429			(1,277,496	)		(107,963	)
Other comprehensive income			(2,348,923	)		354,342			(1,626,424	)		(853,705	)

Total comprehensive loss			(24,115,794	)		(8,065,541	)		(37,795,357	)		(13,818,650	)

Loss per share
Basic	13		(0.48	)		(0.20	)		(0.76	)		(0.39	)
Diluted	13		(0.48	)		(0.20	)		(0.76	)		(0.39	)

The accompanying notes form an integral part of these financial statements

Page 3 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Interim condensed consolidated statements of financial position
As at June 30, 2026 and September 30, 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

		June 30,			September
	Note	2026			30, 2025
			$			$
ASSETS
Non-current assets
Property, plant and equipment	16		25,463,588			28,556,661
Construction in progress	14		9,205,124			3,377,689
Right-of-use assets	17		—			—
Restricted cash			2,000,000			2,000,000
Prepaids and deposits, non-current portion			1,596,532			1,590,551
			38,265,244			35,524,901
Current assets
Prepaids and deposits	21		6,594,687			72,035
Indirect taxes recoverable	15		1,022,208			534,992
Accounts receivable			—			380,093
Digital currency	12		2,462,683			753,211
Cash and cash equivalents			2,453,673			2,501,986
Cash held in trust			493,384			2,973,500
			13,026,635			7,215,817
TOTAL ASSETS			51,291,879			42,740,718

EQUITY
Share capital	22		128,647,259			101,014,316
Contributed surplus	22		10,767,991			6,840,775
Debenture reserve	22		54,733			54,733
Accumulated other comprehensive loss			(11,852,861	)		(13,479,285	)
Accumulated losses			(121,001,609	)		(81,579,828	)
			6,615,513			12,850,711

LIABILITIES
Non-current liabilities
Settlement liability, non-current portion	19		—			1,641,501
Senior secured loans, non-current portion	20		6,368,104			6,965,988
Lease liabilities, non-current portion	17		—			—
			6,368,104			8,607,489
Current liabilities
Other loans and payables			—			—
Convertible notes and debentures	20		3,744,123			1,568,220
Accounts and other payables	19		7,569,220			7,309,701
Contingent consideration payable			1,760,547			1,760,547
Derivative liabilities	20		15,552,778			7,716,025
Related party advances	18		151,361			150,794
Settlement liability, current portion	19		1,612,070			1,222,364
Senior secured loans, current portion	20		7,918,163			1,554,867
Lease liabilities, current portion	17		—			—
			38,308,262			21,282,518

TOTAL LIABILITIES			44,676,366			29,890,007
TOTAL EQUITY AND LIABILITIES			51,291,879			42,740,718

GOING CONCERN	2
CONTINGENCIES	23
SUBSEQUENT EVENTS	26

The accompanying notes form an integral part of these financial statements

Page 4 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Interim condensed consolidated statements of changes in shareholders’ equity
For the nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

									Accumulated
									other comp-
		Share		Contributed			Debenture		rehensive			Accumulated
	Note	capital		surplus			reserve		loss			losses			Total
			$		$			$		$			$			$

September 30, 2025			101,014,316		6,840,775			54,733		(13,479,285	)		(81,579,828	)		12,850,711

Share-based expenses and advisory shares	4, 11, 22, 23(b,c)		854,842		19,159,927			—		—			—			20,014,769
Restricted share units exercised	11, 20(a), 22		14,309,553		(14,309,553	)		—		—			—			—
Warrants exercised	20(a), 22		3,438,866		—			—		—			—			3,438,866
Convertible debt converted	20(a,b), 22		1,628,494		—			—		—			—			1,628,494
Subscriptions	22		607,750		892,293			—		—			—			1,500,043
Options exercised	22		3,335,984		(1,815,451	)		—		—			—			1,520,533
Shares issued under FAR arrangements	20(a)		3,457,454		—			—		—			—			3,457,454
Total comprehensive loss for the period			—		—			—		1,626,424			(39,421,781	)		(37,795,357	)
			27,632,943		3,927,216			—		1,626,424			(39,421,781	)		(6,235,198	)
June 30, 2026			128,647,259		10,767,991			54,733		(11,852,861	)		(121,001,609	)		6,615,513

September 30, 2024			81,662,446		8,193,421			54,733		(11,054,084	)		(65,031,486	)		13,825,030

Share-based expenses			—		10,200,000			—		—			—			10,200,000
Exercised stock options			794,335		(695,155	)		—		—			—			99,180
Exercised RSUs			5,157,491		(5,157,491	)		—		—			—			—
Issuance of advisory shares			150,000		—			—		—			—			150,000
Subscriptions			6,703,000		—			—		—			—			6,703,000
Total comprehensive loss for the period			—		—			—		853,705			(14,672,355	)		(13,818,650	)
			12,804,826		4,347,354			—		853,705			(14,672,355	)		3,333,530
June 30, 2025			94,467,272		12,540,775			54,733		(10,200,379	)		(79,703,841	)		17,158,560

The accompanying notes form an integral part of these financial statements

Page 5 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Interim condensed consolidated statement of cash flows
For the nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

	Nine months			Nine months
	ended			ended
	June 30, 2026			June 30, 2025
		$			$
CASH FROM OPERATING ACTIVITIES

Net loss for the period		(39,421,781	)		(14,672,355	)
Adjustments for non-cash items:
Share-based expenses		20,014,769			10,200,000
Depreciation of property, plant and equipment		7,305,858			8,937,872
Amortization of right-of-use assets		7,595,884			214,642
Interest on lease liabilities		114,084			72,172
Interest and accretion on loans and payables		4,744,383			832,502
Fair value loss on derivative financial instruments		5,900,982			—
Loss on financing		267,384			—
Loss on disposal of assets		610,269			—
Revaluation gain on options		(138,930	)		—
Revaluation losses on digital currency		—			745,742
Payment of non-cash consideration		—			150,000
Gain on contract settlement		—			(1,932,048	)
		46,414,683			19,220,882
Adjustments for working capital items:
Indirect taxes recoverable		(487,215	)		(488,779	)
Prepaids and deposits		(6,528,833	)		(786,934	)
Accounts receivable		380,093			1,453,542
Digital currencies received from mining, net of realized loss		(17,678,590	)		(18,497,149	)
Settlement liability		(1,200,000	)		(908,000	)
Accounts and other payables		259,519			(63,842	)
Liability to issue common shares		—			400,000
Interest payable		—			156,832
		(25,255,026	)		(18,734,330	)
		(18,262,124	)		(14,185,803	)

CASH FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		(12,081,463	)		(12,452,242	)
Proceeds on sale of digital assets		16,610,320			18,807,812
		4,528,857			6,355,570

CASH FROM FINANCING ACTIVITIES
Repayment of lease liabilities		—			(30,172	)
Issuance of common shares		1,978,239			6,802,180
Issuance of common share purchase warrants		892,293			—
Related-party advances received (repaid)		567			81,621
Proceeds from senior secured loans		8,000,000			—
Repayment of senior secured loans		(2,265,000	)		—
Proceeds from convertible notes and debentures		3,928,990			—
		12,535,089			6,853,629

Net change in cash and cash equivalents before exchange-rate effects		(1,198,178	)		(976,604	)

Cash and cash equivalents and cash held in trust, beginning of period		5,475,486			687,226
Effects of exchange-rate changes on cash and cash equivalents		(1,330,251	)		517,389
Cash and cash equivalents and cash held in trust, end of period		2,947,057			228,011

Supplementary information
Cash interest paid on the JGB facility during Q3		879,958			—
Non-cash JGB principal converted into common shares during Q3		600,000			—
Digital currency received under the FAR financing		1,953,955			—
Settlement of lease liability through digital assets		(7,709,968	)		—

The accompanying notes form an integral part of these financial statements

Page 6 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

1.

GENERAL INFORMATION

Bitzero Holdings Inc. (the “Company” or “Bitzero”), previously named WBM Capital Corp., was incorporated under the Canada Business Corporations Act on August 26, 2006 and continued into British Columbia under the Business Corporations Act (British Columbia) on June 4, 2024. The Company’s head and registered office is located at Suite 1100, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M5.

The Company’s voting common shares trade on the Canadian Securities Exchange under the symbol “AIBZ.U”, on the Nasdaq Capital Market under the symbol “AIBZ”, and on the Frankfurt Stock Exchange under the symbol “000”. The Company’s common shares commenced trading on Nasdaq and under the new CSE symbol on June 9, 2026.

Bitzero develops and operates data-centre infrastructure and conducts Bitcoin mining activities. Its current Bitcoin mining operations are conducted in Norway through Exanorth AS, a wholly owned subsidiary that owns and operates the Company’s Namsskogan data centre.

In connection with the reverse takeover completed on November 19, 2025, the Company completed a 10-for-1 consolidation of its common shares. All share and per-share information presented for periods preceding the consolidation is to be adjusted retrospectively to reflect the consolidation.

2.

BASIS OF PREPARATION

(a)

Statement of compliance

These unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board. They do not include all of the information required for annual consolidated financial statements and should be read together with the Company’s audited consolidated financial statements for the year ended September 30, 2025.

These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on September 9, 2026.

(b)

Basis of measurement and consolidation

These interim condensed consolidated financial statements have been prepared on the historical-cost basis, except for digital currency and derivative financial instruments, which are measured at fair value, and other balances for which IFRS requires a different measurement basis.

These interim condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany balances, transactions, income and expenses are eliminated on consolidation.

Page 7 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

2.

BASIS OF PREPARATION (CONT’D)

(b)

Basis of measurement and consolidation (cont’d)

The Company’s subsidiaries and ownership interests were unchanged from September 30, 2025: Bitzero Blockchain Inc. (Canada), Exanorth AS and Zetanorth AS (Norway), Bitzero Inc. (Barbados), Bitzero ND I, LLC and Bitzero ND II, LLC (United States), and Bitzero Finland Oy (Finland), each wholly owned.

(c)

Presentation and functional currency

These interim condensed consolidated financial statements are presented in United States dollars, which is the functional currency of the Company. The functional currency of all subsidiaries is the United States dollar, except for Exanorth AS and Zetanorth AS, whose functional currency is the Norwegian krone, and Bitzero Finland Oy, whose functional currency is the euro.

(d)

Going concern

These interim condensed consolidated financial statements have been prepared on a going-concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business.

At June 30, 2026, the Company had cash and cash equivalents of $2,453,673, cash held in trust of $493,384, restricted cash of $2,000,000 and digital currency of $2,462,683. The Company incurred a net loss of $39,421,781 for the nine months ended June 30, 2026 and had accumulated losses of $121,001,609 and total liabilities of $44,676,366 at June 30, 2026.

The Company remains dependent on generating sufficient operating cash flows, maintaining compliance with financing covenants, completing planned financing and refinancing activities, and obtaining additional financing when required to fund its operations, growth plans and obligations as they become due. Subsequent to period end, the Company completed the special-warrant financing for gross proceeds of $24,770,454 and, on August 6, 2026, repaid the JGB senior secured loan in full (Note 26).

These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. These interim condensed consolidated financial statements do not include adjustments to the carrying amounts and classification of assets and liabilities that would be necessary if the going-concern basis were not appropriate.

Page 8 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

3.

MATERIAL ACCOUNTING POLICY INFORMATION

The accounting policies and methods of computation applied in these interim condensed consolidated financial statements are consistent with those applied in the Company’s audited consolidated financial statements for the year ended September 30, 2025, except for the new or revised policies described below. Accounting policy information disclosed in the annual consolidated financial statements has not been repeated unless it is necessary to understand a material transaction or change during the current interim period.

(a)

Derivative financial instruments

The Company classifies warrants and conversion features as financial liabilities when their contractual terms do not meet the equity-classification requirements of IAS 32, including the requirement that an instrument exchange a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments. Derivative financial liabilities are measured at fair value through profit or loss. The host liability component of a compound financing is measured subsequently at amortized cost using the effective interest method.

The valuation of derivative financial liabilities requires estimates of expected volatility and term and consideration of the contractual exercise, conversion, anti-dilution, cashless-exercise and beneficial-ownership provisions. The instruments outstanding at June 30, 2026 and the related valuation inputs are described in Note 20.

(b)

Lease term

During the three months ended June 30, 2026, the Company recognized right-of-use assets associated with hosted mining equipment arrangements. Determining the lease term requires judgment regarding the enforceable period of each contract and whether the Company is reasonably certain to exercise an extension option or not to exercise a termination option. The related right-of-use assets were fully depreciated by June 30, 2026.

(c)

Digital currency

Digital currency is accounted for as an indefinite-lived intangible asset under IAS 38 and is measured subsequently using the revaluation model. In determining whether digital currency held through a third-party arrangement is an asset of the Company, the Company assesses its enforceable rights, its ability to direct the use of the digital currency and obtain the related economic benefits, and any contractual withdrawal or use restrictions. At June 30, 2026, digital currency with a fair value of $1,518,921 was held in an account administered by Luxor.

(d)

IFRS 18

IFRS 18, Presentation and Disclosure in Financial Statements, is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The Company does not intend to apply IFRS 18 early and plans to apply it beginning October 1, 2027. The Company is assessing the effect of IFRS 18 on the presentation and disclosure of its future consolidated financial statements.

Page 9 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

4.

REVERSE TAKEOVER

On November 19, 2025, WBM Capital Corp. completed a reverse takeover transaction pursuant to an amalgamation agreement dated November 3, 2025 among WBM Capital Corp., 1555476 B.C. Ltd., a wholly owned subsidiary of WBM Capital Corp., and Bitzero Blockchain Inc. Bitzero Blockchain Inc. amalgamated with 1555476 B.C. Ltd. and the amalgamated entity became a wholly owned subsidiary of WBM Capital Corp. Concurrently, WBM Capital Corp. changed its name to Bitzero Holdings Inc.

Although Bitzero Holdings Inc. is the legal parent, Bitzero Blockchain Inc. was identified as the accounting acquirer because its former shareholders obtained control of the combined entity. The consolidated financial statements are therefore presented as a continuation of Bitzero Blockchain Inc., and the comparative information is that of Bitzero Blockchain Inc. and its subsidiaries.

WBM Capital Corp. did not meet the definition of a business at the transaction date. Accordingly, the transaction was accounted for as an equity-settled share-based payment under IFRS 2 rather than as a business combination under IFRS 3. The difference between the fair value of the deemed shares issued by Bitzero Blockchain Inc. and the fair value of the identifiable net assets acquired was recognized as a listing expense.

The deemed consideration was $154,886, based on 4,362,954 common shares held by the pre-transaction shareholders of WBM Capital Corp. and an estimated fair value of approximately $0.0355 per share. The identifiable net assets acquired consisted of cash of $43, resulting in a listing expense of $154,842. Accounts payable of WBM Capital Corp. of $94,068 were settled before completion and were not assumed in the transaction.

For equity presentation purposes, the issued share capital reflects the legal capital structure of Bitzero Holdings Inc., while accumulated losses and other reserves reflect those of Bitzero Blockchain Inc. immediately before completion of the reverse takeover.

5.

OPERATING SEGMENTS

The Company has one reportable operating segment. The Chief Executive Officer, who is the chief operating decision-maker, reviews the Company’s operations and performance on an aggregate basis.

For the three- and nine-month periods ended June 30, 2026 and June 30, 2025, substantially all revenue was generated from Bitcoin mining conducted in Norway through Exanorth AS. Non-current assets are located primarily in Norway, with smaller balances relating to development properties and projects in the United States and Finland.

Page 10 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

6.

REVENUE

The Company recognizes Bitcoin mining revenue when the mining reward and transaction fees are received and control of the digital currency transfers to the Company. Revenue is measured at the fair value of the Bitcoin received at that time.

	Three months ended June 30, 2026			Three months ended June 30, 2025		Nine months ended June 30, 2026			Nine months ended June 30, 2025
		$			$		$			$

Digital assets mined		10,660,663			6,433,870		23,476,975			17,441,919
Refunds and other adjustments		(9,812	)		—		(9,812	)		1,061
Total revenue		10,650,851			6,433,870		23,467,163			17,442,980

Refunds and other adjustments were $9,812 for each of the three and nine months ended June 30, 2026 and were presented as reductions of revenue.

7.

DIRECT COSTS

	Three months ended June 30, 2026		Three months ended June 30, 2025		Nine months ended June 30, 2026		Nine months ended June 30, 2025
		$		$		$		$

Depreciation of right-of-use assets		5,820,618		—		7,595,884		214,642
Utilities and grid services		3,907,278		3,916,279		8,441,819		9,044,441
Depreciation of property, plant and equipmen		2,495,270		2,822,201		7,305,858		8,937,872
Salaries and wages		75,047		74,462		329,841		230,888
Rentals		25,591		36,585		105,511		104,750
Other direct costs		87,993		77,045		215,575		453,448
		12,411,797		6,926,572		23,994,488		18,986,041

Page 11 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

8.

ADMINISTRATIVE EXPENSES

	Three months ended June 30, 2026		Three months ended June 30, 2025		Nine months ended June 30, 2026		Nine months ended June 30, 2025
		$		$		$		$

Legal fees		431,624		588,895		1,857,386		1,562,368
Consulting fees		223,353		193,980		690,207		1,176,777
Travel		219,730		21,497		445,680		109,639
Insurance		210,951		20,623		351,181		59,361
Professional fees		35,560		149,702		336,002		327,868
Occupancy costs		12,670		53,551		155,011		95,646
Settlements and penalties		100,000		—		100,000		—
Office, general and other		10,113		9,238		62,158		32,178
		1,244,001		1,037,486		3,997,625		3,363,837

9.

FINANCE COSTS

	Three months ended June 30, 2026			Three months ended June 30, 2025			Nine months ended June 30, 2026			Nine months ended June 30, 2025
		$			$			$			$

Interest and accretion on loans and payables		855,271			636,152			4,852,409			832,502
Interest on lease liabilities		95,816			—			114,084			72,172
Bank charges and other		4,066			3,091			529,796			8,097
Finance income		(49	)		(510	)		(1,000	)		(4,618	)
		955,104			638,733			5,495,289			908,153

10.

MARKETING EXPENSES

	Three months ended June 30, 2026		Three months ended June 30, 2025		Nine months ended June 30, 2026		Nine months ended June 30, 2025
		$		$		$		$

Public relations		171,955		48,071		865,476		48,071
Marketing and promotion		313,955		53,504		506,033		516,477
Other		539		197		796		292
		486,449		101,772		1,372,305		564,840

Page 12 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

11.

SHARE-BASED EXPENSES

	Note	Three months ended June 30, 2026		Three months ended June 30, 2025		Nine months ended June 30, 2026		Nine months ended June 30, 2025
			$		$		$		$

Restricted stock units	(a)		4,931,500		5,700,000		18,638,505		10,200,000
Shares issued for services			—		—		700,000		—
Stock options issued			—		—		521,422		—
Listing expense	4		—		—		154,842		—
			4,931,500		5,700,000		20,014,769		10,200,000

(a)

Restricted share units

The 2022 Restricted Share Unit Plan (the “RSU Plan”) allows the Company to award restricted share units to officers, employees, directors and consultants of the Company upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee.

RSUs are equity-settled and, upon vesting, are settled through the issuance of common shares of the Company, net of any statutory withholdings, where applicable.

The purchase price for common shares of the Company issuable under each Restricted Share Unit (“RSU”) award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the Board.

A continuity of RSUs is as follows:

	Note	RSUs Granted			RSUs Vested
			#			#

Balance, September 30, 2024			34,596,100			12,571,233
Issued			67,880,000			—
Vested			—			51,000,000
Exercised			(54,000,000	)		(54,000,000	)
Balance, September 30, 2025 (pre-consolidation)			48,476,100			9,571,233
Consolidation ratio			0.10			0.10
Balance, September 30, 2025 (post-consolidation)			4,847,610			957,123
Issued	(i), (ii), (iii)		2,968,280			—
Vested	(i)		—			6,858,767
Exercised	(i)		(6,840,890	)		(6,840,890	)
Balance, June 30, 2026			975,000			975,000

Page 13 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

11.

SHARE-BASED EXPENSES (CONT’D)

(a)

Restricted share units (cont’d)

The RSUs are recognized as share-based compensation expense over the vesting period which is the lesser of: (i) the occurrence of one of the pre-defined liquidity events in the RSU notice, and (ii) 5 years after the grant date.

(i)

During the three months ended June 30, 2026, the Company granted 775,000 RSUs that vested immediately. The awards comprised 425,000 RSUs with a grant-date fair value of $8.96 per unit and 350,000 RSUs with a grant-date fair value of $3.21 per unit. The aggregate grant-date fair value of $4,931,500 was recognized as share-based compensation expense. All 775,000 RSUs were vested and outstanding at June 30, 2026. The 425,000 RSUs granted on June 22, 2026 were settled in common shares after period end, on July 6, 2026.

(ii)

During the three months ended June 30, 2026, 898,280 RSUs were granted and settled in common shares in connection with FAR Holdings financing and settlement arrangements (Note 20(a)(ii)).

(iii)

During the six months ended March 31, 2026, the Company granted 1,295,000 RSUs, comprising 100,000 RSUs on October 14, 2025, 45,000 RSUs on January 19, 2026 and 1,150,000 RSUs on March 3, 2026. Together with the grants described in (i) and (ii), the Company granted 2,968,280 RSUs during the nine months ended June 30, 2026.

The fair value of each share-based payment transactions was estimated on the date of the grant, based on the present value of the underlying equity, with the following weighted-average assumptions:

	14-Oct-25			19-Jan-26			03-Mar-26

Estimated stock price at time of grant	$	4.00		$	3.42		$	2.55
Number of periods to exercise, in years		0.10			—			—
Compounded risk-free rate		n/a			n/a			n/a
Dividend yield		0	%		0	%		0	%
Exercise price	$	—		$	—		$	—
Volatility		115	%		78	%		78	%
Discount for lack of marketability		0	%		0	%		0	%

	06-May-26			22-Jun-26

Estimated stock price at time of grant	$	3.21		$	8.96
Number of periods to exercise, in years		—			—
Compounded risk-free rate		n/a			n/a
Dividend yield		0	%		0	%
Exercise price	$	—		$	—
Volatility		82	%		118	%
Discount for lack of marketability		0	%		0	%

(b)

Shares issued for services

During the nine months ended June 30, 2026, the Company issued 175,000 common shares as a finder’s fee, resulting in an expense of $700,000.

Page 14 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

12.

DIGITAL CURRENCY

Digital currency consists of Bitcoin and is measured at fair value using a quoted price in an active market at the reporting date. Revaluation changes are recognized in other comprehensive income to the extent required by the IAS 38 revaluation model, with any applicable reversals of prior decreases recognized in profit or loss.

	June 30, 2026		September 30, 2025
		$		$

Digital currency held directly		943,762		753,211
Digital currency held under the Luxor arrangement		1,518,921		—
		2,462,683		753,211

During the three and nine months ended June 30, 2026, the Company recognized realized losses on dispositions of digital currency of $1,189,073 and $1,422,737 , respectively, and revaluation gains in other comprehensive income of $1,220,259 and $348,928, respectively. The continuity below presents revaluation, translation and measurement movements on a combined basis. This combined movement is distinct from the revaluation gain recognized in other comprehensive income.

Digital currency with a fair value of $1,518,921 and $2,180,273, representing approximately 25.31 BTC and 21.17 BTC, as of June 30, 2026 and June 30, 2025, respectively, was held in an account administered by Luxor. The Company retained beneficial ownership and could withdraw or use the Bitcoin without contractual restriction. The balance was not pledged or held in escrow.

	Note	Digital currency			Carrying amount
			BTC			$

Balance, September 30, 2025			7.61			753,211
Digital currency mined, net of pool mining fees			291.53			23,476,975
Other additions	20		27.93			2,105,310
Digital currency sold			(207.32	)		(16,610,320	)
Settlement of services	17		(78.73	)		(5,798,385	)
Realized loss on sale			—			(1,422,737	)
Revaluation, translation and measurement movements			—			(41,371	)
Balance, June 30, 2026			41.03			2,462,683

	Digital currency			Carrying amount
		BTC			$

Balance, September 30, 2024		38.01			2,490,936
Digital currency mined		187.16			16,187,873
Digital currency sold		(204.00	)		(18,807,812	)
Realized loss on sale		—			1,563,534
Revaluation, translation and measurement movements		—			745,742
Balance, June 30, 2025		21.17			2,180,273

Page 15 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

13.

LOSS PER SHARE

Basic loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted-average number of voting and participating non-voting common shares outstanding during the period. Diluted loss per share is calculated by adjusting the weighted-average number of shares for potentially dilutive instruments. Because the Company incurred losses, potentially dilutive instruments are excluded when their effect would be anti-dilutive.

	Three months ended June 30, 2026			Three months ended June 30, 2025			Nine months ended June 30, 2026			Nine months ended June 30, 2025
		$			$			$			$

Net loss		(26,464,717	)		(7,711,199	)		(39,421,781	)		(14,672,355	)
Weighted-average common
shares - basic and diluted		55,149,329			39,468,847			51,810,937			37,525,465
Basic and diluted loss per share		(0.48	)		(0.20	)		(0.76	)		(0.39	)

Because the Company reported a loss for each period presented, the effect of outstanding potential common shares was anti-dilutive. Accordingly, 727,273 stock options, 975,000 restricted share units and 2,347,229 warrants outstanding at June 30, 2026 were excluded from diluted loss per share.

14.

CONSTRUCTION IN PROGRESS

Construction in progress comprises buildings, power infrastructure, equipment and development costs for assets not yet available for their intended use. These assets are not depreciated until they are available for use.

15.

INDIRECT TAXES RECOVERABLE

Indirect taxes recoverable were $1,022,208 at June 30, 2026 (September 30, 2025 - $534,992) and consisted principally of Norwegian value-added tax recoverable by Exanorth AS and Canadian GST/HST recoverable by Canadian group entities.

Page 16 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

16.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is carried at cost less accumulated depreciation and impairment losses. Depreciation is recognized on a straight-line basis over estimated useful lives of 25 years for buildings and private utilities, 15 years for technology infrastructure, and 3 years for mining equipment. Land and construction in progress are not depreciated.

	Land		Buildings			Private utilities			Technology infra- structure			Mining equipment			Construction in progress		Total
		$		$			$			$			$			$		$
COST
Balance, September 30, 2025		635,967		1,602,908			11,044,919			1,173,963			59,308,322			3,377,689		77,143,768
Additions		1,716,743		336,095			260,450			16,105			1,078,962			3,475,733		6,884,088
Disposals		—		—			—			—			(432,184	)		—		(432,184	)
Foreign currency translation effects		456,350		89,342			69,233			4,281			171,929			923,929		1,715,064
Balance, March 31, 2026		2,809,060		2,028,345			11,374,602			1,194,349			60,127,029			7,777,351		85,310,736
Additions, disposals, transfers and foreign currency translation effects, net		1,140,167		(29,703	)		(28,295	)		(956	)		(1,189,330	)		1,427,773		1,319,656
Balance, June 30, 2026		3,949,227		1,998,642			11,346,307			1,193,393			58,937,699			9,205,124		86,630,392

ACCUMULATED DEPRECIATION
Balance, September 30, 2025		—		665,291			2,127,711			213,114			39,776,428			—		42,782,544
Depreciation		—		47,471			359,923			38,403			4,364,792			—		4,810,589
Foreign currency translation effects		—		4,494			34,072			3,635			413,190			—		455,391
Balance, March 31, 2026		—		717,256			2,521,706			255,152			44,554,410			—		48,048,524
Depreciation, disposals and foreign
currency translation effects, net		—		21,174			136,281			20,371			1,308,456			—		1,486,282
Balance, June 30, 2026		—		738,430			2,657,987			275,523			45,862,866			—		49,534,806

ACCUMULATED IMPAIRMENT
Balance, September 30, 2025		—		60			217,698			7,835			2,201,281			—		2,426,874
Movements during the nine months ended June 30, 2026		—		—			—			—			—			—		—
Balance, June 30, 2026		—		60			217,698			7,835			2,201,281			—		2,426,874

NET CARRYING AMOUNT
Balance, September 30, 2025		635,967		937,557			8,699,510			953,014			17,330,613			3,377,689		31,934,350
Balance, March 31, 2026		2,809,060		1,311,029			8,635,198			931,362			13,371,338			7,777,351		34,835,338
Balance, June 30, 2026		3,949,227		1,260,152			8,470,622			910,035			10,873,552			9,205,124		34,668,712

Depreciation expense for the three months ended June 30, 2026		2,495,270
Loss on disposal of property, plant and equipment for the three months ended June 30, 2026		494,922

Page 17 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

17.

RIGHT-OF-USE ASSETS

The following tables reconcile right-of-use assets and lease liabilities for the periods ended June 30, 2026:

	Note	Right-of-use asset
		$

Balance, September 30, 2025		—

Additions	(i)		7,595,884
Depreciation	(i)		(7,595,884	)
Balance, June 30, 2026			—

	Note	Lease liability
		$

Balance, September 30, 2025		—

New lease liabilities	(i)		7,595,884
Interest expense			114,084
Settlement using digital currency	(i)		(7,709,968	)
Balance, June 30, 2026			—

(i)

During the nine-month period ended June 30, 2026, the Company entered into two successive right-of-use arrangements with Luxor (Notes 3(c), 12) for terms not exceeding three months. The arrangements were accounted for by recognizing a right-of-use asset and a corresponding lease liability for each. During the period, the lease liability obligation was settled through the issuance of digital currency (Note 12) in accordance with the terms of the arrangements. As at June 30, 2026, the entire outstanding lease liability had been repaid and the ROU balance fully amortized. The Company has elected not to apply the recognition exemption for short-term leases. Accordingly, short-term leases are accounted for by recognizing a right-of-use asset and a corresponding lease liability in accordance with the Company’s accounting policy for leases.

Depreciation of mining-related right-of-use assets is classified within direct costs and interest on lease liabilities is classified within finance costs.

During the nine months ended June 30, 2026, the Company entered into two successive right-of-use arrangements with Luxor (Notes 3(c), 12). The lease term used for accounting was 2.5 months for each arrangement. Neither lease term included additional periods arising from an extension option or an assumption that a termination option would not be exercised.

Page 18 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

18.

RELATED PARTY DISCLOSURES

(a)

Key management personnel transactions

Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly, and includes Chief Executive Officer, Chief Financial Officer, Chief Technical Officer. Amounts owing to related parties consists of amounts due to key management.

During the three and nine months ended June 30, 2026 and 2025, key management personnel compensation consisted of short-term and long-term benefits and remuneration, and was classified as follows:

	Three months ended June 30, 2026		Three months ended June 30, 2025		Nine months ended June 30, 2026		Nine months ended June 30, 2025
		$		$		$		$
Cash compensation:
Mohammed Salah Bakhashwain		—		—		—		338,000
Giovanni Gaudenzi		40,000		200,000		180,000		270,000
Frank Aadnevik		—		241,000		163,683		241,000
Total cash compensation		40,000		441,000		343,683		849,000

Share-based payments:
Mohammed Salah Bakhashwain		—		1,000,000		5,318,287		5,000,000
Giovanni Gaudenzi		—		—		1,344,131		1,200,000
Frank Aadnevik		—		625,000		625,000		625,000
Total share-based payments		—		1,625,000		7,287,418		6,825,000

Total compensation		40,000		2,066,000		7,631,101		7,674,000

Related parties include the Company’s directors and officers, entities controlled by them, and other parties meeting the definition in IAS 24. These balances are unsecured, due on demand and non-interest-bearing unless otherwise stated.

As at June 30, 2026 and September 30, 2025, amounts due to related parties consisted of the following:

	June 30, 2026		September 30, 2025
		$		$

Balances included in accounts and other payables		—		95,758
Related party advances		151,361		150,794

The Company’s unsecured convertible loan from its former Chief Executive Officer had a carrying amount, including accrued interest, of $1,752,590 as at June 30, 2026. The loan and related conversion right remain subject to the dispute described in Note 23.

Page 19 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)

Notes to the interim condensed consolidated financial statements

For the three and nine months ended June 30, 2026 and 2025

(Unaudited – Expressed in United States Dollars, unless otherwise noted)

Amended and Restated

19.

ACCOUNTS AND OTHER PAYABLES AND SETTLEMENT LIABILITY

Accounts and other payables were $7,569,220 at June 30, 2026 (September 30, 2025 - $7,309,701). The balance consists primarily of trade creditors, accrued operating and professional costs, payroll-related liabilities and other short-term obligations.

The settlement liability decreased from $2,863,865 at September 30, 2025 to $1,612,070 at June 30, 2026. Cash settlements during the period were $1,200,000.

	June 30, 2026		September 30, 2025
		$		$

Current portion		1,612,070		1,222,364
Non-current portion		—		1,641,501
		1,612,070		2,863,865

20.

BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES

Borrowings and derivative financial liabilities consist of the following:

	Note	June 30, 2026		September 30, 2025
			$		$

Derivative liabilities	(c)		15,552,778		7,716,025
Senior secured and other loans	(a)		14,286,267		8,520,855
Convertible notes and debentures	(b)		3,744,123		1,568,220
			33,583,168		17,805,100

(a)

Senior secured and other loans

Senior secured and other loans consist of the following:

	Note	June 30, 2026		September 30, 2025
					$

JGB	(i)		13,018,588		8,520,855
FAR	(ii)		1,267,679		—
			14,286,267		8,520,855
Less: current portion			7,918,163		1,554,867
Non-current portion			6,368,104		6,965,988

Page 20 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

20.

BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D)

(a)	Senior secured and other loans (cont’d)

	A continuity of the host debt is as follows:

Host debt	JGB			FAR			Total
		$			$			$

Balance, September 30, 2025		8,520,855			—			8,520,855

Proceeds		8,245,000			1,953,955			10,198,955
Original issue discount (OID)		(245,000	)		—			(245,000	)
Interest		3,315,015			205,724			3,520,739
Transaction fees		809,056			—			809,056
Accretion		908,506			—			908,506
Principal repayment		(2,265,000	)		—			(2,265,000	)
Interest payments		(3,315,015	)		—			(3,315,015	)
RSUs issued in lieu on interest		—			(892,000	)		(892,000	)
Conversion of convertible debt		(600,000	)		—			(600,000	)
Classification of warrants - FVTPL		(2,354,829	)		—			(2,354,829	)
		4,497,733			1,267,679			5,765,412
As at June 30, 2026		13,018,588			1,267,679			14,286,267

Current portion		6,650,484			1,267,679			7,918,163
Non-current portion		6,368,104			—			6,368,104

(i)

JGB

In 2025, the Company received two advances under a senior secured loan agreement (the “JGB Loan”) and issued related common share purchase warrants (the “JGB First Warrants” and the “JGB Second Warrants”, collectively, the “JGB Warrants”). The first advance of $17,510,000 in principal was drawn on August 1, 2025 under a loan agreement dated June 27, 2025; net recognized proceeds were $16,190,944, including $2,000,000 of restricted cash.

The second advance, a delayed draw of $8,245,000 in principal (including $245,000 of original issue discount), was released from escrow on November 24, 2025. The JGB Loan bore interest at the greater of Term SOFR plus 11% per annum and 14% per annum, payable monthly in arrears. It was secured by substantially all assets of the Company and certain subsidiaries, including restricted cash and specified real property and equity interests. The JGB First Warrants were issued on June 27, 2025 and the JGB Second Warrants were issued on October 20, 2025. The conversion option was not included in the initial draw under this facility. It was subsequently incorporated by amendment, effective October 20, 2025. The aggregate principal initially convertible into common shares was $10,245,000, comprising the $8,245,000 second advance and $2,000,000 of the first advance, plus accrued and unpaid interest.

The outstanding warrants are exercisable at $0.10 per Resulting Issuer voting share for a five-year term and may be exercised either for cash or on a cashless basis, under which the holder surrenders the warrant and receives only the number of shares representing the in-the-money value of the portion exercised, determined by reference to the fair market value of a warrant interest on the exercise date less the exercise price.

Page 21 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

20.

BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D)

(a)

Senior secured and other loans (cont’d)

(i)

JGB (cont’d)

The JGB Warrants carry full-ratchet anti-dilution protection: if the Company issues common shares, convertible securities or options at a price below the fair market value determined as of the applicable original issue date, the number of shares issuable on exercise is increased so that the relevant holder’s ownership on a fully-diluted basis is not less than a specified minimum threshold, subject to customary carve-outs for equity-incentive-plan issuances and Board-approved strategic transactions. For the JGB First Warrants, the reference date is June 27, 2025 and the minimum fully-diluted ownership threshold is 4%; for the JGB Second Warrants, the reference date is October 20, 2025 and the minimum fully-diluted ownership threshold is 1%. The JGB Warrants contained ratchet and cashless exercise provisions that could vary the number of common shares issued on exercise. Accordingly, the JGB Warrants did not meet the fixed-for-fixed condition in IAS 32 and were accounted for as derivative financial liabilities measured at fair value through profit or loss. A portion of the JGB Loan principal, together with accrued and unpaid interest, was convertible into common shares at $4.00 per share following the share consolidation. Conversion of that convertible portion of the JGB Loan is subject to a beneficial ownership limitation under which no lender may be issued common shares on conversion to the extent that, after giving effect to the issuance, the lender (together with its affiliates and attribution parties) would beneficially own more than 4.99% of the outstanding common shares (electable up to 9.99% on prior written notice). Because the number of shares issuable varied with accrued interest, the conversion feature also did not meet the fixed-for-fixed condition in IAS 32.

At initial recognition, the derivative instruments were measured at fair value and the residual proceeds were allocated to the host loan. The host loan was subsequently measured at amortized cost using the effective interest method, and recognized derivative liabilities were remeasured at fair value through profit or loss.

During the three months ended June 30, 2026, $600,000 of principal was converted into 150,000 common shares at $4.00 per share, and 600,000 JGB First Warrants were exercised on a cashless basis. The carrying amounts of the host loan and related derivative liabilities, together with the applicable fair value measurements, are presented below.

These interim condensed consolidated financial statements have been revised and refiled and replace those previously filed on August 14, 2026. The comparative statement of financial position as at September 30, 2025 has been revised to present the JGB First Warrants separately as a current derivative financial liability measured at fair value through profit or loss and to present the related host debt at amortized cost.

In the previously filed interim financial statements, the full carrying amount of the JGB financing of $16,236,880 was included in senior secured loans, comprising $1,554,867 classified as current and $14,682,013 classified as non-current, and no separate derivative liability was presented in the comparative period of September 30, 2025. In these revised interim financial statements, $7,716,025 is presented as a current derivative financial liability and the host debt is presented at $8,520,855, comprising $1,554,867 classified as current and $6,965,988 classified as non-current. Total liabilities are unchanged.

The revisions also reorganize and disaggregate certain note tables and related narrative to more clearly present nine-month information, share-based payments, borrowings and derivative liabilities, equity movements and lease arrangements, including the cash-flow and non-cash presentation of lease-liability settlements using digital currency. These presentation and disclosure revisions did not affect the Company’s total assets, total liabilities, equity, net loss, total comprehensive loss or cash and cash equivalents at June 30, 2026.

Page 22 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

20.

BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D)

(a)

Senior secured and other loans (cont’d)

(i)

JGB (cont’d)

At June 30, 2026, the Company maintained $2,000,000 in a lender-controlled deposit account and reported revenue of $10,650,851 for the three-month period. Management concluded that all financial covenants were satisfied at June 30, 2026 and calculated compliance with the trailing-three-month covenant EBITDA, compared with the required minimum.

(ii)

FAR

In October 2025, the Company entered into an agreement with FAR Holdings Bermuda Ltd. (“FAR”) to purchase power transformers and related equipment (the “Equipment Agreement”). The purchase price, as amended, was $5,996,205 and was satisfied through cash, RSUs and a $2,853,990 convertible unsecured subordinated promissory note (the “FAR Note”).

The FAR Note bore interest at 10% per annum, increasing to 12% following an event of default, and was due on April 30, 2027. The outstanding principal and accrued interest were convertible into common shares at $4.00 per share following the share consolidation. Because the number of shares issuable varied with accrued interest, the conversion feature did not meet the fixed-for-fixed condition in IAS 32. The conversion feature was therefore accounted for as a derivative financial liability measured at fair value through profit or loss, while the host liability was measured at amortized cost using the effective interest method. The related carrying amounts and fair value measurements at June 30, 2026 are presented in Notes 20(b) and (c).

During the three months ended June 30, 2026, the Company issued 250,000 RSUs with a fair value of $1,187,500 to settle a $1,000,000 obligation under the Equipment Agreement. The Company also issued 248,280 RSUs with a fair value of $1,377,954 to settle a $700,000 logistics fee payable to FAR. The aggregate fair value of the 498,280 RSUs was $2,565,454, and the resulting non-cash loss of $865,454 was recognized in finance costs (Note 9).

On March 16, 2026, the Company received 26 Bitcoin from FAR with a fair value of $1,953,955 under a separate one-year financing arrangement (the “FAR Bitcoin Loan”). The Company was required to return 26 Bitcoin on March 16, 2027, irrespective of changes in the price of Bitcoin. The aggregate interest was settled through the issuance of 400,000 RSUs with a grant-date fair value of $892,000 (Note 11(a)). This amount was recognized as a financing discount, resulting in an initial carrying amount of $1,061,955. Accretion of $205,724 was recognized through June 30, 2026 using an effective interest rate of approximately 84.0%. The carrying amount at June 30, 2026 is presented in the table above.

Together, the foregoing transactions resulted in 898,280 RSUs being settled in common shares during the three months ended June 30, 2026 (Note 11(a)).

On June 12, 2026, the Company also granted FAR 454,546 immediately exercisable stock options at $5.55 per share, expiring six months after the grant date (the “FAR Options”). FAR exercised 227,273 FAR Options on June 15, 2026 for proceeds of $1,261,365, leaving 227,273 FAR Options outstanding at June 30, 2026.

Page 23 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

20.

BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D)

(b)

Convertible notes and debentures

		June 30,		September
	Note	2026		30, 2025
					$

Former CEO convertible loan, including accrued interest			1,752,590		1,568,220
FAR Note	20(a)(ii)		1,991,533		—
			3,744,123		1,568,220

During the three months ended June 30, 2026, a further $125,000 principal amount of the October 2025 unsecured convertible notes, together with accrued interest, was converted into 34,410 common shares. For the nine months ended June 30, 2026, an aggregate $975,000 principal amount, together with accrued interest, was converted into 252,566 shares. Contractual principal of $100,000 remained outstanding at June 30, 2026. The related host liability had a carrying amount of $nil, and the remaining conversion option and warrants continued to be measured as derivative financial liabilities.

(c)

Derivative financial liabilities

Derivative financial liabilities were measured using the methods and inputs disclosed in Note 20(d) and comprise of the following:

		June 30,		September
	Note	2026		30, 2025
			$		$

JGB warrant liabilities	20(a)(i)		11,401,478		7,716,025
FAR conversion option	20(a)(ii)		2,951,478		—
October 2025 brokered debenture warrant liabilities	Below		1,061,799		—
October 2025 brokered debenture conversion option	Below		138,023		—
JGB conversion feature	20(a)(i)		—		—
			15,552,778		7,716,025

In October 2025, the Company issued convertible promissory notes to nine holders with an aggregate principal amount of $1,075,000. The notes bore interest at 15% per annum, matured 36 months after issuance and were convertible into common shares at $4.00 per share. The Company also issued 268,750 detachable warrants exercisable at $5.00 per share.

The conversion options and warrants did not meet the fixed-for-fixed condition in IAS 32 and were accounted for as derivative financial liabilities measured at fair value through profit or loss. During the nine months ended June 30, 2026, $975,000 of principal, together with accrued interest, was converted into common shares, including $125,000 of principal converted during the three months ended June 30, 2026. Principal of $100,000 remained outstanding at June 30, 2026. The related host liability had a carrying amount of nil. At June 30, 2026, the warrant liability and conversion-option liability were $1,061,799 and $138,023, respectively.

Page 24 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

20.

BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D)

(c)

Derivative financial liabilities (cont’d)

A detailed continuity of the derivative liabilities is as follows:

						October		October
						2025		2025
				FAR		brokered		brokered			JGB
	JGB warrant			conversion		debenture		debenture			conversion
Derivative liabilities	liabilities			option		warrant		conversion			feature			Total
		$			$		$		$			$			$

Balance, September 30, 2025		7,716,025			—		—		—			—			7,716,025

Initial recognition		2,354,829			1,515,966		592,933		763,175			—			5,226,903
Remeasurement (gain) loss		4,769,491			1,435,512		468,866		(187,518	)		604,500			7,090,851
Settlements and exercises		(3,438,867	)		—		—		(437,634	)		(604,500	)		(4,481,001	)
		3,685,453			2,951,478		1,061,799		138,023			—			7,836,753

Balance, June 30, 2026		11,401,478			2,951,478		1,061,799		138,023			—			15,552,778

For the nine months ended June 30, 2026, the fair value loss on financing-related derivative liabilities in the table above was $7,090,851. The net loss reported in the statement of loss and comprehensive loss also includes an electricity-related gain of $1,189,870 under Exanorth’s financial contract for differences with Fortum (“PPA3”). PPA3 covers a flat volume of 10 MW at a fixed price of EUR17.50/MWh and settles monthly based on the difference between that price and the Nord Pool NO4 monthly average electricity price, applied to the contracted volume. Exanorth receives a benefit when the reference price exceeds the fixed price and incurs a cost when it is lower. The arrangement provides financial settlement of electricity-price differences rather than physical delivery of electricity and is accounted for as a derivative under IFRS 9. Accordingly, the electricity-related gain reduces the net loss reported in profit or loss but does not affect the financing-related derivative liabilities reconciled above.

(d)

Fair value determination

The derivative financial liabilities are Level 3 fair value measurements determined using option-pricing models.

The JGB warrant valuation used a June 30, 2026 share price of $6.76, an exercise price of $0.10, expected volatility of approximately 118.9%, a risk-free interest rate of approximately 4.19% and a remaining term of approximately 4.39 years. The resulting value was approximately $6.6933 per warrant.

The FAR conversion option represented approximately 759,435 underlying common shares and was valued at approximately $3.8844 per underlying share. The October 2025 financing included 268,750 warrants outstanding at June 30, 2026.

Page 25 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

20.

BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D)

(d)

Fair value determination (cont’d)

A summary of fair value inputs is as follows:

JGB First Warrants	Grant date			Exercise date			Reporting date

Estimated stock price at time of grant	$	4.00		$	4.12		$	6.76
Number of periods to exercise, in years		5.40			4.61			4.39
Compounded risk-free rate		3.83	%		3.94	%		4.19	%
Dividend yield		0	%		0	%		0	%
Exercise price	$	0.10		$	0.10		$	0.10
Volatility		115	%		87	%		119	%

JGB Second Warrants					Grant date		Reporting date

Estimated stock price at time of grant				$	4.00		$	6.76
Number of periods to exercise, in years					5.08			4.39
Compounded risk-free rate					3.58	%		4.19	%
Dividend yield					0	%		0	%
Exercise price				$	0.10		$	0.10
Volatility					115	%		119	%

October warrants					Grant date		Reporting date

Estimated stock price at time of grant				$	4.00		$	6.76
Number of periods to exercise, in years					2.00			1.27
Compounded risk-free rate					3.59	%		3.98	%
Dividend yield					0	%		0	%
Exercise price				$	5.00		$	5.00
Volatility					115	%		119	%

JGB Conversion Feature					Grant date		Reporting date

Estimated stock price at time of grant				$	4.00		$	6.76
Number of periods to exercise, in years					2.69			1.99
Compounded risk-free rate					3.47	%		4.14	%
Dividend yield					0	%		0	%
Exercise price				$	4.00		$	4.00
Volatility					115	%		119	%

Page 26 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

20.

BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D)

(d)

Fair value determination (cont’d)


October Financing Conversion Feature	Grant date			Exercise date			Reporting date

Estimated stock price at time of grant	$	4.00		$	3.38		$	6.76
Number of periods to exercise, in years		3.00			2.76			2.28
Compounded risk-free rate		3.60	%		3.63	%		4.14	%
Dividend yield		0	%		0	%		0	%
Exercise price	$	4.00		$	4.00		$	4.00
Volatility		115	%		79	%		119	%

FAR Holdings Conversion Feature				Grant date			Reporting date

Estimated stock price at time of grant				$	4.00		$	6.76
Number of periods to exercise, in years					1.50			0.83
Compounded risk-free rate					3.70	%		3.98	%
Dividend yield					0	%		0	%
Exercise price				$	4.00		$	4.00
Volatility					115	%		119	%

The following table reconciles Level 3 derivative financial liabilities for the nine months ended June 30, 2026 and summarizes the detailed continuity in Note 20(c).

	Nine months
	ended June
	30, 2026
		$

Balance at beginning of period		7,716,025
Initial recognition of derivative liabilities		5,226,903
Fair value loss recognized in profit or loss		7,090,851
Settlements and exercises		(4,481,001	)
Balance at end of period		15,552,778

No fair value changes were recognized in other comprehensive income, and there were no transfers into or out of Level 3 during the period.

Management determines the fair values at each reporting date using binomial option-pricing models. The models incorporate the quoted market price of the Company’s common shares, contractual exercise prices and remaining terms, risk-free interest rates and expected volatility.

Expected volatility is the principal significant unobservable input and was estimated using historical trading volatility. The valuations and period -to-period movements are reviewed by management at each reporting date. There were no changes in valuation techniques during the period.

Page 27 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

20.

BORROWINGS AND DERIVATIVE FINANCIAL LIABILITIES (CONT’D)

(d)

Fair value determination (cont’d)

An increase in expected volatility increases the derivative liability and the corresponding fair value loss; a decrease has the opposite effect. The sensitivity analysis changes expected volatility independently and does not represent the maximum possible change in fair value. Changing expected volatility by 10 percentage points while holding all other inputs constant would have had the following approximate effect at June 30, 2026:

	Derivative
Expected volatility	liabilities		Change
		$		$

108.90%		15,376,779		(175,999	)
118.90%		15,552,778		—
128.90%		15,728,659		175,881

21.

PREPAIDS AND DEPOSITS

	June 30,		September
	2026		30, 2025
		$		$

Prepaid equipment		5,936,629		—
Prepaid expenses		2,175,631		1,615,163
Prepaid insurance		63,117		42,899
Prepaid lease deposits		15,842		4,524
		8,191,219		1,662,586
Less: current portion		6,594,687		72,035
Non-current portion		1,596,532		1,590,551

22.

EQUITY

The Company is authorized to issue an unlimited number of voting common shares and non-voting common shares, each without par value. At June 30, 2026, 54,069,407 voting common shares and 2,312,243 non-voting common shares were issued and outstanding, for a total of 56,381,650 common shares.

Page 28 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

22.

EQUITY (CONT’D)

(a)

Common shares

			Nine months
			ended June
Common share continuity	Note		30, 2026
				#

Opening common shares				42,629,626
Subscriptions		22(c)		375,000
Restricted share units settled		11		6,840,898
Shares issued for services		11		175,000
Shares issued in the reverse takeover and debt settlements		4		4,362,954
Convertible notes and debt converted		20(a-b)		402,566
Warrants exercised		22(c)		850,000
Stock options exercised		22(b)		745,606
Closing common shares				56,381,650

(b)

Options

				Nine months
	Nine months			ended June
	ended June			30, 2026
Option continuity	30, 2026			WAEP
		#			$

Outstanding at beginning of period		908,033			2.05
Granted		614,546			4.91
Forfeited or cancelled		(50,000	)		2.00
Exercised		(745,606	)		2.04
Correction of fractional legacy records		300			—
Outstanding and exercisable at end of period		727,273			4.48

At June 30, 2026, the exercise prices of outstanding and exercisable options ranged from $4.00 to $5.55 per share, the weighted-average exercise price was $4.48 per share and the weighted-average remaining contractual life was 1.50 years.

Page 29 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

22.

EQUITY (CONT’D)

(c)

Warrants

				Nine months
	Nine months			ended June
	ended June			30, 2026
Warrant continuity	30, 2026			WAEP
		#			$

Outstanding at beginning of period		1,955,986			0.10
Granted		1,339,170			2.43
Exercised		(850,000	)		0.10
Expired		(97,927	)		3.60
Outstanding at end of period		2,347,229			1.28

During the nine months ended June 30, 2026, the Company completed a brokered private placement of 375,000 units for gross proceeds of $1,500,000. Each unit comprised one common share and one common share purchase warrant. Proceeds were allocated between the common shares and warrants based on their relative fair values, with $892,293 allocated to the warrant component and $607,707 allocated to share capital (Note 22(a)).

23.

CONTINGENCIES

The Company is involved in legal proceedings with its former Chief Executive Officer relating to employment matters and equity instruments. The former Chief Executive Officer has filed a counterclaim for damages. The outcome and magnitude of the claims cannot presently be determined and no provision has been recorded.

The Company is also contesting a North Dakota claim alleging breach of an unsigned employment contract, with claimed damages of approximately $1,258,567 plus interest and costs. The outcome cannot presently be determined and no provision has been recorded.

There were no material changes in these proceedings during the three months ended June 30, 2026.

24.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is exposed to liquidity, credit, foreign-currency, interest-rate and other market risks. There were no changes in the Company’s overall risk-management framework during the nine months ended June 30, 2026.

(a)

Liquidity risk

At June 30, 2026, the Company had total liabilities of $44,676,366, derivatives of $15,552,778, contingent consideration of $1,760,547, cash and cash equivalents of $2,453,673, cash held in trust $493,384, restricted cash of $2,000,000 and digital currency of $2,462,683. The Company monitors short-term cash requirements using rolling cash-flow forecasts and may sell Bitcoin to supplement liquidity.

Page 30 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

24.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(a)

Liquidity risk (cont’d)

The carrying amounts of financial instruments and the contractual maturity analysis of financial liabilities are set out below.

	Measurement	Carrying
Financial instrument	category	amouint
			$

Cash and cash equivalents	Amortized cost		2,453,673
Cash held in trust	Amortized cost		493,384
Restricted cash	Amortized cost		2,000,000
Accounts and other payables	Amortized cost		7,569,220
Related-party advances	Amortized cost		151,361
Senior secured loans	Amortized cost		14,286,267
Convertible notes and debentures	Amortized cost		3,744,123
Derivative financial liabilities	FVTPL		15,552,778
Contingent consideration payable	FVTPL		1,760,547
Settlement liability	Amortized cost		1,612,070

Financial liability	Total		<3 months		3–12 months		1–2 years		2–5 years
Accounts and other payables		7,569,220		7,569,220		—		—		—
Related-party advances		151,361		151,361		—		—		—
Settlement liability		1,456,980		600,000		856,980		—		—
JGB senior secured loan		28,067,973		2,400,844		6,847,954		18,819,175		—
FAR convertible prom. note		3,289,048		—		3,289,048		—		—
Former CEO convertible loan		1,805,226		1,805,226		—		—		—
Oct. 2025 convertible notes		145,000		—		—		—		145,000
Total contractual cash flows		42,484,808		12,526,651		10,993,982		18,819,175		145,000

The maturity analysis presents contractual undiscounted cash flows based on contractual terms and conditions existing at June 30, 2026. Variable-rate interest on the JGB senior secured loan was calculated using the contractual rate applicable at June 30, 2026. The analysis does not reflect the subsequent repayment of the JGB loan described in Note 26.

The FAR Bitcoin financing requires delivery of 26 BTC on March 16, 2027. Based on the June 30, 2026 carrying price of approximately $60,018 per BTC, the reporting-date equivalent was $1,560,480. As settlement requires delivery of Bitcoin rather than cash, this amount is excluded from the contractual cash-flow totals above.

Contingent consideration provides for a maximum cash payment of $1,900,000 dependent on the satisfaction of a public-market performance condition. Because the timing of any payment is not contractually fixed, it is excluded from the time bands above.

Page 31 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

24.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(b)

Credit and custody risk

Cash and restricted cash are held with financial institutions, and cash held in trust is held by legal counsel. Digital currency is not a financial asset and is outside the IFRS 9 expected-credit-loss model. Digital currency held through third parties exposes the Company to custody, access and counterparty risk. The material rights and restrictions associated with the Luxor arrangement are described in Note 3(c).

(c)

Market and valuation risk

The Company’s derivative financial liabilities are particularly sensitive to the Company’s share price and expected volatility. The Level 3 continuity and sensitivity disclosure for derivative financial liabilities is included in Note 20(d).

25.

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, maintain financial flexibility and obtain financing commensurate with the risks of its business and development plans.

The Company is subject to externally imposed capital requirements under the JGB loan agreement, including the minimum cash, revenue and covenant EBITDA requirements described in Note 20.

Subsequent to June 30, 2026, the Company completed the special-warrant financing described in Note 26 and, on August 6, 2026, repaid the JGB senior secured loan in full. These transactions materially changed the Company’s capital structure after period end.

26.

SUBSEQUENT EVENTS

(a)

Special-warrant private placement

On July 30, 2026, the Company completed a private placement of 5,828,342 special warrants at US$4.25 per special warrant for gross proceeds of US$24,770,454. Each special warrant is exercisable, without additional consideration, into one voting common share and one common share purchase warrant. Each underlying warrant is exercisable at US$5.00 per share for five years, subject to the terms of the financing documents.

The special warrants automatically exercise on the earlier of the date specified in the financing documents following qualification of the underlying securities and four months and one day after closing. The Company intends to use the net proceeds for debt repayment, product and business development, potential acquisitions, working capital and general corporate purposes.

The Company is assessing the classification of the special warrants and underlying warrants under IAS 32, including the effect of contractual settlement provisions. The financing was a material non-adjusting event after June 30, 2026. Accordingly, no amount was recognized at June 30, 2026.

Page 32 of 33

BITZERO HOLDINGS INC. (formerly WBM Capital Corp.)	Amended and Restated
Notes to the interim condensed consolidated financial statements
For the three and nine months ended June 30, 2026 and 2025
(Unaudited – Expressed in United States Dollars, unless otherwise noted)

26.

SUBSEQUENT EVENTS (CONT’D)

(b)

Prepayment of senior secured loan

On August 6, 2026, the Company repaid in full all outstanding obligations under the senior secured loan with JGB Collateral LLC, as administrative and collateral agent for the lenders. The repayment consisted of $22,375,000 of outstanding principal and $45,699.69 of accrued and unpaid interest. All related liens and security interests against the Company’s assets were released.

(c)

Issuance of RSUs

On August 13, 2026, the Company granted 75,000 restricted share units to settle an outstanding vendor payable. The fair value of the restricted share units and resulting financial effect of the transaction have not yet been determined

Page 33 of 33

Exhibit 99.2

Amended and Restated

BITZERO HOLDINGS INC.
(FORMERLY WBM CAPITAL CORP.)

Management’s Discussion and Analysis
For the three and nine months
ended June 30, 2026

(expressed in United States Dollars, unless otherwise stated)

Note to reader:

This management’s discussion and analysis for the three and nine months ended June 30, 2026 and 2025 have been amended and restated and replace those previously filed on August 14, 2026.

The revisions principally clarify and reorganize certain presentations and disclosures and do not affect the Company’s total assets, total liabilities, equity, net loss, total comprehensive loss or cash and cash equivalents at June 30, 2026. See Note 20(a)(i) to the corresponding financial statements.

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

1.

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (this “MD&A”) provides a review of the results of operations, financial condition and cash flows of Bitzero Holdings Inc. (“Bitzero” or the “Company”), on a consolidated basis, for the three- and nine-month periods ended June 30, 2026.

This document should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and related notes for the three and nine months ended June 30, 2026 (the “Q3 Financial Statements”), which have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board. Unless otherwise indicated, all dollar amounts are United States dollars and quarterly information is unaudited.

Unless otherwise stated, in preparing this MD&A management has taken into account information available up to the date of this MD&A. This MD&A was prepared to comply with National Instrument 51-102 – Continuous Disclosure Obligations.

This MD&A is dated September 9, 2026, the date on which the Board of Directors approved this MD&A and the Q3 Financial Statements.

2.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes statements concerning the Company’s objectives and strategies, expected hashrate and fleet efficiency, prospective hosting arrangements, expansion of the Norway facility, liquidity and capital resources, the revised operating-cash-flow forecast, Bitcoin mining economics and the timing and magnitude of planned capital expenditures.

Forward-looking information is generally identified by words such as “plans”, “expects”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “may”, “could”, “would”, “might”, “will” and similar expressions. It is provided to assist readers in understanding the Company’s business, operations, prospects and risks at a point in time and may not be appropriate for other purposes.

Forward-looking information is based on material factors and assumptions that management considers reasonable in the circumstances, including: average Bitcoin prices and transaction fees within management’s planning ranges; network difficulty consistent with recent trends; continued access to competitively priced hydroelectric power and grid availability in Norway’s NO4 region; fleet uptime and curtailment consistent with historical performance; availability of equipment on disclosed timelines and budget; the ability to complete financing and debt-repayment activities on the disclosed terms; and prospective demand for hosting services.

Actual results may differ materially because of risks and uncertainties including changes in Bitcoin price, network difficulty and transaction fees; energy prices and curtailment; equipment availability and performance; foreign-exchange movements; derivative valuation; liquidity and financing availability; covenant compliance; regulatory changes; cybersecurity and custody events; counterparty performance; and the other risks described under “Risk Factors and Uncertainties”.

Except as required by applicable securities law, the Company does not undertake to update forward-looking information. Previously disclosed material forward-looking information is updated in this MD&A under “Future-oriented financial information”.

Page 2 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

3.

OVERVIEW AND SIGNIFICANT EVENTS

(a)

General information

Bitzero Holdings Inc., previously named WBM Capital Corp., was incorporated under the Canada Business Corporations Act on August 26, 2006 and continued into British Columbia under the Business Corporations Act (British Columbia) on June 4, 2024. The Company’s head and registered office is located at Suite 1100, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M5.

The Company’s voting common shares trade on the Canadian Securities Exchange under the symbol “AIBZ.U”, on the Nasdaq Capital Market under the symbol “AIBZ”, and on the Frankfurt Stock Exchange under the symbol “000”. The common shares commenced trading on Nasdaq and under the new CSE symbol on June 9, 2026.

Bitzero develops and operates data-centre infrastructure and conducts Bitcoin mining activities. Its current Bitcoin mining operations are conducted in Norway through Exanorth AS, a wholly owned subsidiary that owns and operates the Company’s Namsskogan data centre.

(b)

Reverse takeover and basis of reporting

On November 19, 2025, WBM Capital Corp. completed a reverse takeover pursuant to an amalgamation agreement with Bitzero Blockchain Inc. and a wholly owned acquisition subsidiary. Bitzero Blockchain Inc. was identified as the accounting acquirer, and the consolidated financial statements are presented as a continuation of Bitzero Blockchain Inc. The transaction was accounted for as an equity-settled share-based payment under IFRS 2 because WBM Capital Corp. did not meet the definition of a business.

The Company’s wholly owned subsidiaries are Bitzero Blockchain Inc. (Canada), Exanorth AS and Zetanorth AS (Norway), Bitzero Inc. (Barbados), Bitzero ND I, LLC and Bitzero ND II, LLC (United States), and Bitzero Finland Oy (Finland). Intercompany balances, transactions, income and expenses are eliminated on consolidation.

(c)

Description of the business

The Company’s principal revenue-generating activity is Bitcoin self-mining at its Norway data centre. Mining uses specialized computing equipment to validate transactions on the Bitcoin blockchain and receive Bitcoin block rewards and transaction fees. The Company also owns development properties and infrastructure in North Dakota and is developing prospective capacity in Finland.

The Norway property is located in the NO4 power region and uses hydroelectric power. The site’s cooler climate, proximity to grid infrastructure and network connectivity support the Company’s strategy of operating energy-efficient digital infrastructure. As previously disclosed, the site had 39 containers and 16,130 miners and installed hashrate of approximately 1.85 EH/s at June 30, 2026.

The Company remains focused on self-mining and does not currently report hosting revenue. On May 5, 2026, the Company announced a binding letter of intent with OneQode Networks Pte. Ltd. concerning a proposed 15-year lease of the Norway facility, with targeted deployment in 2027. As at the date of this MD&A, the binding letter of intent remains in effect and the Company and OneQode continue to negotiate definitive documentation. The arrangement remains subject to definitive documentation and final underwriting, and there is no assurance it will be completed on the announced terms or at all.

Page 3 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(d)

Senior secured loan and FAR Holdings financing

At June 30, 2026, the carrying amount of the Company’s JGB senior secured loan was $13.0 million and the contractual principal outstanding was $22.890 million. During Q3 FY2026, $600,000 of principal was converted into 150,000 common shares and 600,000 JGB First Warrants were exercised on a cashless basis. The Company maintained the required $2.0 million in a lender-controlled account and reported quarterly revenue of $10.7 million against the $3.0 million minimum-revenue covenant.

Under Section 6.12 of the Loan Documents (as amended by the First Amendment dated October 1, 2025), the Company was subject to the following financial covenants, tested on a trailing-three-month basis at the end of each calendar quarter:

•

Minimum cash balance of US$2,000,000 (Section 6.12(a)) — see disclosure above regarding the JGB-controlled deposit account.

•

Minimum trailing-three-month EBITDA — negative US$750,000 through June 2026, increasing to positive US$825,000 from July 2026 through June 2027 and positive US$900,000 thereafter. The covenant definition of EBITDA was amended by the First Amendment dated October 1, 2025 and is different from the Adjusted EBITDA measure presented in the Company’s MD&A.

•

Minimum trailing three-month consolidated revenue — US$3,000,000 through June 2026, increasing to US$3,300,000 from July 2026 through June 2027, and to US$3,630,000 from July 2027 onwards.

As at June 30, 2026, management assessed the Company’s compliance with the financial covenants under the JGB financing arrangement based on the covenant calculations prepared by management. The Company was in compliance with the minimum cash balance covenant and the minimum trailing-three-month consolidated revenue covenant as at June 30, 2026.

With respect to the minimum trailing-three-month EBITDA covenant (as amended by the First Amendment dated October 1, 2025), management assessed that the Company was in compliance for the period ended June 30, 2026. The compliance certificate required under Section 6.12 had not been delivered as at the date of these financial statements and is being finalized.

As noted under “Subsequent Events”, the Company repaid the JGB senior secured loan in full on August 6, 2026, and the financial covenants described above, including the minimum trailing-three-month EBITDA covenant, ceased to apply upon that repayment.

On March 16, 2026, the Company received 26 BTC from FAR Holdings with a fair value of $2.0 million. Consideration included 400,000 restricted share units with a grant-date fair value of $0.9 million, recognized as a discount to the host liability. The host liability had a carrying amount of $1.3 million at June 30, 2026.

(e)

Future-oriented financial information

The Company’s listing statement dated November 19, 2025 contained future-oriented financial information (“FOFI”), including forecast net cash flow of $7.5 million for the twelve months from November 1, 2025 to October 31, 2026. The original forecast comprised Bitcoin mining revenue of $39.3 million, less utilities of $17.7 million, direct cash costs of $1.1 million, general and administrative expenses of $4.4 million, JGB interest payments of $3.7 million and JGB principal payments of $5.0 million. It assumed, among other matters, a Bitcoin price of $103,500 with 5% annual growth, full use of 40MW and approximately 11,565 miners in operation by January 1, 2026.

Page 4 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(e)

Future-oriented financial information (cont’d)

In accordance with section 5.8 of NI 51-102, management has compared actual results and known subsequent events with the original forecast. The revised comparison is presented for the Company’s fiscal year from October 1, 2025 to September 30, 2026; the original dollar amounts remain unchanged even though the original forecast began and ended one month later. Eleven of the twelve months overlap. The comparison below excludes JGB principal repayments, the July 2026 private placement proceeds and the related release of restricted cash, each of which is a financing activity rather than an operating item.

	Original forecast			Revised estimate			Variance $			Variance %
Bitcoin mining operations		39,272,992			32,754,975			(6,518,017	)		(16.6	%)
Utilities		(17,672,846	)		(12,181,529	)		5,491,317			31.1	%
Direct costs — cash basis		(1,056,000	)		(919,174	)		136,826			13.0	%
General and administrative expenses — forecast basis		(4,360,000	)		(8,139,178	)		(3,779,178	)		(86.7	%)
JGB interest payments		(3,697,095	)		(2,406,569	)		1,290,526			34.9	%
FAR principal payments		—			(2,082,089	)		(2,082,089	)		n/a
Net cash flow — Listing Statement comparison basis		12,487,051			7,026,436			(5,460,615	)		(43.7	%)

On this basis, the revised estimate is approximately $7.0 million, $5.5 million or 43.7% below the original forecast of $12.5 million. The variance primarily reflects lower expected Bitcoin mining revenue of $6.5 million, higher general and administrative expenses of $3.8 million, and $2.1 million of FAR Holdings principal payments that were not contemplated in the original forecast, partially offset by $5.5 million of lower utilities costs, $1.3 million of lower JGB interest payments reflecting the early repayment of the JGB loan on August 6, 2026 described under “Subsequent Events” above, and $0.1 million of lower direct cash costs.

This forecast-basis measure combines operating items, scheduled interest payments and the FAR Holdings principal payments described under “Material Transactions” above, and excludes JGB debt principal repayments, capital-raising proceeds and the related restricted-cash movements, which are financing activities; it is not equivalent to cash flow from operating activities under IFRS. It is presented solely to update the Listing Statement FOFI on a comparable basis. Actual results may differ materially because of Bitcoin price, network difficulty, energy costs, uptime, financing and the other assumptions and risks described in this MD&A.

4.

SUBSEQUENT EVENTS

(a)

Special-warrant private placement

On July 30, 2026, the Company completed a private placement of 5,828,342 special warrants at $4.25 per special warrant for gross proceeds of $24,770,454. Each special warrant is exercisable, without additional consideration, into one voting common share and one common share purchase warrant. Each underlying warrant is exercisable at $5.00 per share for five years, subject to the financing documents. The Company intends to use the net proceeds for debt repayment, product and business development, potential acquisitions, working capital and general corporate purposes.

Page 5 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

4.

SUBSEQUENT EVENTS (CONT’D)

(b)

Repayment of senior secured loan

On August 6, 2026, the Company repaid in full its obligations under the JGB senior secured loan. The repayment consisted of $22,375,000 of principal and $45,700 of accrued and unpaid interest and resulted in the release of related liens and security interests over the Company’s assets, including the $2.0 million restricted cash balance.

(c)

Equity settlements

Subsequent to June 30, 2026: (i) 425,000 and 200,000 restricted share units granted on June 22, 2026 and May 6, 2026, respectively, were settled on July 6, 2026 and July 7, 2026, respectively; (ii) a convertible promissory note was converted at a conversion price of $4.00 per share into 27,959 common shares on July 24, 2026; and (iii) 400,000 warrants were exercised into common shares on July 13, 2026. Other subsequent exercises and settlements should be read with the Q3 Financial Statements and the Company’s continuous-disclosure filings.

(d)

Issuance of RSUs

On August 13, 2026, the Company granted 75,000 restricted share units to settle an outstanding vendor payable. The fair value of the restricted share units and resulting financial effect of the transaction have not yet been determined

5.

PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES

(a)

Presentation of financial information

Financial results in this MD&A are based on the Q3 Financial Statements. Amounts are stated in United States dollars unless otherwise indicated, and percentage changes are calculated using unrounded amounts.

(b)

Non-GAAP financial measures and ratio

This MD&A presents EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, and Adjusted EBITDA margin, which is a non-GAAP ratio, within the meaning of National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure. These measures are not standardized under IFRS and may not be comparable with similarly named measures disclosed by other issuers. They should not be considered in isolation or as substitutes for net loss, cash flow from operating activities or other IFRS measures. Net loss is the most directly comparable IFRS measure.

EBITDA is calculated as net loss before interest expense, interest income, income taxes and depreciation and amortization. Adjusted EBITDA further adjusts EBITDA for share-based expenses, foreign-exchange gains or losses, financing losses and gains on derivative financial instruments. Adjusted EBITDA margin is Adjusted EBITDA divided by revenue. Management uses these measures to assess operating performance and the effects of financing structure, non-cash compensation, valuation movements and foreign exchange. A quantitative reconciliation to net loss for every period presented is provided in Section 10.

Page 6 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

5.

PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES (CONT’D)

(c)

IFRS 18

IFRS 18, Presentation and Disclosure in Financial Statements, is effective for annual reporting periods beginning on or after January 1, 2027. The Company does not intend to apply IFRS 18 early and plans to apply it beginning October 1, 2027. The Company is assessing the effect on presentation and disclosure.

6.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTY

The preparation of interim financial statements requires management to make judgments, estimates and assumptions. The most significant matters for Q3 FY2026 include classification and valuation of derivative financial liabilities; allocation of financing proceeds and effective-interest accretion; the enforceable term of hosted-mining-equipment arrangements; the recognition and valuation of share-based awards; the classification and control assessment for digital currency held through third-party arrangements; foreign-currency translation; and the going-concern assessment.

Derivative financial liabilities are Level 3 measurements that are sensitive to the Company’s share price, expected volatility, expected term and the contractual ratchet, cashless-exercise, conversion and beneficial-ownership provisions. The Q3 Financial Statements disclose a June 30, 2026 derivative-liability balance of $15.6 million.

7.

SELECTED FINANCIAL INFORMATION

The following table presents selected information from the interim condensed consolidated statements of loss and comprehensive loss:

	3 mo. ended 30-Jun-26			9 mo. ended 30-Jun-26			3 mo. ended 30-Jun-25			9 mo. ended 30-Jun-25
Revenue		10,650,851			23,467,163			6,433,870			17,442,980
Direct costs		(12,411,797	)		(23,994,488	)		(6,926,572	)		(18,986,041	)
Gross loss		(1,760,946	)		(527,325	)		(492,702	)		(1,543,061	)
Operating expenses		(2,685,554	)		(10,865,219	)		(1,777,991	)		(4,836,830	)
Operating loss before other items		(4,446,500	)		(11,392,544	)		(2,270,693	)		(6,379,891	)
Net loss		(26,464,717	)		(39,421,781	)		(7,711,199	)		(14,672,355	)
Other comprehensive income (loss)		2,348,923			1,626,424			(354,342	)		853,705
Total comprehensive loss		(24,115,794	)		(37,795,357	)		(8,065,541	)		(13,818,650	)
Basic and diluted loss per share		(0.48	)		(0.76	)		(0.20	)		(0.39	)

(a)

Revenue and mining performance

Revenue increased 65.5% to $10.7 million in Q3 FY2026 from $6.4 million in Q3 FY2025. For the nine months, revenue increased 34.5% to $23.5 million from $17.4 million. The current-quarter increase reflects higher Bitcoin production (approximately 149.89 BTC mined) and mining capacity, partially offset by a lower realized Bitcoin price.

For the nine months ended June 30, 2026, the Company mined 291.53 BTC, resulting in YTD revenue of $23.5 million. The increase is primarily driven by an increase in production and mining capacity, however this was offset by a decrease in average revenue per Bitcoin mined of approximately $12,700 per BTC, from approximately $93,200 per BTC for the nine months ended June 30, 2025 to approximately $80,500 per BTC for the nine months ended June 30, 2026.

Page 7 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(b)

Direct costs and gross margin

Direct costs increased $5.5 million or 79.2% to $12.4 million in Q3 FY2026 from $6.9 million in Q3 FY2025. The increase primarily reflects $5.8 million of depreciation of right-of-use assets in the current quarter, compared with nil in the comparative quarter. In FY2026, the company entered into an ROU arrangement to help increase BTC mining production, resulting in increased mined revenue in FY2026 versus FY2025. The increase in depreciation from right-of-use assets was offset by a reduction of expense related to depreciation of property, plant and equipment, which decreased to $2.5 million from $2.8 million. Utilities and grid services which remained relatively the same year over year.

For the nine months ended June 30, 2026, direct costs increased $5.0 million, or 26.4%, to $24.0 million from $19.0 million for the nine months ended June 30, 2025. The increase was driven by amortization of right-of-use assets of approximately $7.6 million for the nine months ended June 30, 2026, compared with approximately $0.2 million in the comparative period, an increase of approximately $7.4 million, reflecting the Company’s entry into the ROU arrangement described above to increase BTC mining production and capacity. This increase was partially offset by a net decrease of approximately $2.4 million in the Company’s other direct cost components, including utilities and grid costs and depreciation of property, plant and equipment, on a year-to-date basis.

The Company recorded a gross loss of $1.8 million in Q3 FY2026 compared with $0.5 million in Q3 FY2025. For the nine months, the gross loss narrowed to $0.5 million from $1.5 million as higher revenue and lower utilities were substantially offset by right-of-use-asset depreciation.

(c)

Operating expenses

Operating expenses increased to $2.7 million in Q3 FY2026 from $1.8 million in Q3 FY2025. Administrative expenses increased to $1.2 million from $1.0 million, primarily due to higher legal, consulting, travel and insurance costs associated with operating as a newly public, Nasdaq-listed company. Finance costs increased to $1.0 million from $0.6 million, primarily due to interest and effective-interest accretion on the JGB senior secured loan, the initial tranche of which was drawn on August 1, 2025 and was therefore not outstanding for a comparable period in Q3 FY2025. Marketing expenses increased to $0.5 million from $0.1 million, primarily due to investor-awareness and capital-markets activities incurred in connection with the Company’s public-market development and Nasdaq listing.

For the nine months ended June 30, 2026, operating expenses increased to $10.9 million from $4.8 million for the nine months ended June 30, 2025. On a year-to-date basis: administrative expenses were $4.0 million (2025: $3.4 million), an increase of approximately $634,000, or 18.8%, reflecting the same higher legal, consulting, travel and insurance costs discussed above; finance costs were approximately $5.5 million (2025: approximately $0.9 million), an increase of approximately $4.6 million, reflecting interest and effective-interest accretion on the JGB senior secured loan and other financing arrangements that were largely not outstanding, or outstanding for a shorter period, during the nine months ended June 30, 2025; and marketing expenses were approximately $1.4 million (2025: approximately $0.6 million), an increase of approximately $0.8 million, or 133%, reflecting investor-awareness and capital-markets activities incurred in connection with the Company’s public-market development and Nasdaq listing throughout the current fiscal year. The year-to-date administrative, finance cost and marketing figures above combine the amounts previously reported in the Company’s MD&A for the six months ended March 31, 2026 with the three-month amounts for the quarter ended June 30, 2026 discussed above.

Page 8 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(d)

Other items, net loss and comprehensive loss

Other items resulted in net expenses of $22.0 million in Q3 FY2026 compared with $5.4 million in Q3 FY2025. The increase primarily reflected a $13.3 million net loss on derivative financial instruments, compared with nil in Q3 FY2025. The principal valuation driver was the increase in the Company’s share price during the quarter, which increased the value of the shares obtainable under the outstanding warrants and conversion features and therefore increased the related derivative liabilities. The JGB warrants have a $0.10 exercise price; the FAR conversion option has a $4.00 conversion price. Changes in expected volatility and other valuation inputs also affected the valuations.

Share-based expenses were $4.9 million in Q3 FY2026, a decrease of $0.8 million from $5.7 million in Q3 FY2025, reflecting the timing of restricted share unit and option grants and vesting, with the substantial majority of the Company’s fiscal 2026 share-based expense recognized earlier in the year (see the year-to-date discussion below). The foreign exchange loss increased to $2.1 million in Q3 FY2026 from $0.2 million in Q3 FY2025. The significant foreign exchange movement arose from the remeasurement of Exanorth AS intercompany monetary balances and other balances denominated in currencies that are different from the functional currencies of the relevant entities. Exanorth AS has the Norwegian krone as its functional currency, and its intercompany balances with other group entities are denominated in United States dollars; remeasurement of those balances at each reporting date is recognized in net loss. The Company also recorded a realized loss on the sale of digital currency of $1.2 million in Q3 FY2026, compared with a realized gain of $0.4 million in Q3 FY2025, reflecting the timing and Bitcoin-price environment of digital-asset disposals during the quarter, and a loss on disposal of assets of $0.5 million in Q3 FY2026 (Q3 FY2025: nil).

For the nine months ended June 30, 2026, other items resulted in net expenses of $28.0 million, compared with $8.3 million for the nine months ended June 30, 2025. Share-based expenses increased to $20.0 million from $10.2 million, an increase of $9.8 million, primarily reflecting expenses recognized in the first and second quarters of fiscal 2026 in connection with the Reverse Takeover, and restricted share units granted, stock option grants, anf other arrangements, which more than offset the year-over-year decrease in Q3 discussed above.

RSU compensation expense for the nine months ended June 30, 2026 was $18,638,505, comprising approximately $7.1 million related to the reverse takeover, and the remainder of the RSU compensation expense related to other employee, officer and, consultant arrangements; these other arrangements compensated services relating to corporate strategy, investor relations and the Company’s transition to a public company. Total RSU compensation expense included $4,931,500 recognized in Q3 FY2026 for 775,000 immediately vested awards; the remaining $13,707,005 was recognized during the first six months of fiscal 2026.

Separately, 898,280 RSUs with an aggregate fair value of $3,457,454 were settled under FAR Holdings equipment, logistics and Bitcoin-financing arrangements. These awards were accounted for as settlement consideration and a financing discount, rather than as part of the $18,638,505

Page 9 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(d)

Other items, net loss and comprehensive loss

RSU compensation expense. The accounting for these transactions is described in Note 20(a)(ii) to the Q3 Financial Statements.

The Company recorded a loss on derivative financial instruments of $5.9 million for the nine months ended June 30, 2026 (2025: nil), comprising the $13.3 million Q3 loss discussed above, partially offset by an approximately $7.4 million net fair-value gain recognized in the first six months of fiscal 2026, reflecting movements in the Company’s share price over that period, together with changes in expected volatility and other valuation inputs used to value the JGB Warrants and the FAR Holdings conversion option. The nine-month net derivative loss comprised approximately $7.1 million of losses on financing-related derivatives, offset by a $1.2 million gain on Exanorth’s electricity-price contract with Fortum. The financing-related losses included approximately $4.8 million on JGB warrants and $1.4 million on the FAR conversion option, with the balance arising from the other instruments detailed in Note 20(c) to the Q3 Financial Statements. For the nine-month period as a whole, the Company’s share price was the input principally responsible for the net increase in the fair value of these liabilities and the resulting net loss. The disclosed grant-date valuation inputs used a share price of $4.00, compared with $6.76 at June 30, 2026.” Expected volatility increased from approximately 115% to approximately 119% over the same period; as disclosed in the interim financial statements, a 10-percentage point change in expected volatility would have changed the carrying amount of the derivative financial liabilities by approximately $0.2 million. Foreign exchange resulted in a net gain of approximately $0.05 million for the nine months ended June 30, 2026, compared with a net loss of $1.6 million for the nine months ended June 30, 2025, as remeasurement gains on those balances in the first six months of fiscal 2026, arising from movements in the United States dollar against the Norwegian krone, substantially offset the Q3 foreign exchange loss discussed above.

The Company recorded a realized loss on the sale of digital currency of $1.4 million for the nine months ended June 30, 2026, compared with a realized gain of $1.6 million for the nine months ended June 30, 2025, reflecting the timing and Bitcoin-price environment of digital-asset disposals during each period. The nine months ended June 30, 2026 also included a financing loss of $0.3 million, a loss on disposal of assets of $0.6 million and a revaluation gain on options of $0.1 million (2025: nil for each), while the nine months ended June 30, 2025 included a $1.9 million gain on contract settlement that did not recur in fiscal 2026. The Company recorded a net loss of $26.5 million in Q3 FY2026 and $39.4 million for the nine months, compared with $7.7 million and $14.7 million, respectively. Other comprehensive income of $2.3 million in Q3 reduced total comprehensive loss to $24.1 million.

(e)

Cash flows

Cash used in operating activities increased to $18.3 million for the nine months ended June 30, 2026 from $14.2 million in the comparative period. The increase reflected the higher net loss and working-capital uses, partially offset by non-cash share-based expense, depreciation and amortization and derivative valuation movements.

Investing activities provided $4.5 million, compared with $6.4 million, as $16.6 million of proceeds from digital-asset sales exceeded $12.1 million of property, plant and equipment purchases. The decrease compared with the prior period reflected lower proceeds from digital-asset sales of $16.6 million (2025: $18.8 million), with property, plant and equipment purchases broadly consistent at $12.1 million (2025: $12.5 million).

Page 10 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(e)

Cash flows (cont’d)

Financing activities provided $12.5 million, compared with $6.9 million, reflecting $8.0 million of proceeds from senior secured loans and $3.9 million of proceeds from convertible notes and debentures, together with $2.9 million of common share and warrant issuances, net of $2.3 million of senior secured loan repayments. Cash and cash equivalents and cash held in trust were $2.9 million at June 30, 2026.

8.

QUARTERLY RESULTS

The following tables present the eight most recently completed quarters. All quarterly information is unaudited. Losses are shown as positive amounts in the “Total comprehensive loss (income)” row; comprehensive income is shown in parentheses.

	30-Sep-24		31-Dec-24		31-Mar-25			30-Jun-25
Revenue		9,567,912		4,926,371		6,082,739			6,433,870
Total comprehensive loss (income)		10,177,157		6,567,680		(814,572	)		8,065,541
Total assets		29,850,652		27,796,229		35,723,697			29,206,650
Total liabilities		16,025,622		14,977,179		14,997,600			12,048,090
Basic and diluted loss per share		0.03		0.18		0.02			0.20

	30-Sep-25			31-Dec-25		31-Mar-26		30-Jun-26
Revenue		7,402,272			7,495,738		5,320,574		10,650,851
Total comprehensive loss (income)		(1,185,467	)		9,270,342		4,409,221		24,115,794
Total assets		42,740,718			54,319,527		53,790,154		51,291,879
Total liabilities		29,890,007			36,230,048		36,972,996		44,676,366
Basic and diluted loss per share		0.03			0.21		0.07		0.48

Quarterly revenue remains sensitive to Bitcoin production, network difficulty, uptime, transaction fees and the Bitcoin price when rewards are received. Q3 FY2026 revenue increased sharply from Q2 FY2026 as additional capacity contributed for a greater portion of the quarter. Quarterly comprehensive results are also affected by share-based expenses, foreign exchange, digital-currency revaluation and Level 3 derivative valuation, which may cause significant volatility unrelated to cash operating performance.

9.

MATERIAL TRANSACTIONS

(a)

Share capital

Share capital increased by $10.8 million during Q3 FY2026 and by $27.6 million during the nine months. Q3 movements included settlement of 898,280 restricted share units under FAR Holdings arrangements; exercise of 745,606 stock options; exercise of 600,000 JGB First Warrants on a cashless basis; conversion of $600,000 of JGB principal into 150,000 common shares; and conversion of $125,000 of October 2025 note principal, together with accrued interest, into 34,410 common shares.

At June 30, 2026, the Company had 54,069,407 voting common shares and 2,312,243 non-voting common shares issued and outstanding, for a total of 56,381,650 common shares.

Page 11 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

9.

MATERIAL TRANSACTIONS (CONT’D)

(b)

Share-based awards (cont’d)

Share-based expenses were $4.9 million in Q3 FY2026 and $20.0 million for the nine months. During Q3, the Company granted 775,000 restricted share units that vested immediately: 425,000 units with a grant-date fair value of $8.96 per unit and 350,000 units with a grant-date fair value of $3.21 per unit. The aggregate $4.9 million grant-date fair value was recognized as expense. At June 30, 2026, 975,000 restricted share units were outstanding, all of which were vested.

At June 30, 2026, 727,273 stock options were outstanding and exercisable, with a weighted-average exercise price of $4.48 per share and a weighted-average remaining contractual life of approximately 1.50 years.

(c)

Warrants and derivative financial liabilities

At June 30, 2026, 2,347,229 warrants were outstanding: 1,105,986 JGB First Warrants and 597,493 JGB Second Warrants at $0.10 per share, 268,750 October 2025 note warrants at $5.00 per share and 375,000 Aldo Bernardi warrants at $4.00 per share. The weighted-average exercise price was $1.28.

During the nine months ended June 30, 2026, the Company completed a brokered private placement of 375,000 units for gross proceeds of $1,500,000. Each unit comprised one common share and one common share purchase warrant. Each unit comprised one common share and one warrant, with each warrant exercisable to acquire one common share at $4.00 per share for two years from the date of issuance. Unlike the JGB Warrants, the October 2025 note warrants, and the FAR Holdings conversion option, the 375,000 brokered private placement transaction warrants are equity-classified and are not included in derivative financial liabilities; the warrant component of the private placement proceeds, allocated based on relative fair value, is reflected within contributed surplus, as described under “Subscriptions” in the Company’s statement of changes in shareholders’ equity and in Note 22 to the Q3 Financial Statements.

Derivative financial liabilities were $15.6 million at June 30, 2026, comprising $11.4 million of JGB warrant liabilities, a $2.9 million FAR Holdings conversion option, $1.1 million of other warrant liabilities and $0.1 million of other conversion-option liabilities. During Q3, the Company recognized a $13.3 million fair-value loss on derivative financial instruments, partially offset by approximately $3.2 million of derecognition and settlement effects associated with warrant exercises and debt conversions.

(d)

Digital currency and prepaids

Digital currency was $2.5 million, representing 41.03 BTC, at June 30, 2026. The balance included $1.5 million held under the Luxor arrangement. During the nine months, the Company mined 291.53 BTC, received other additions of 27.93 BTC, sold 207.32 BTC, and settled 78.73 BTC in respect of services received. Realized losses on dispositions of digital currency were $1.4 million, and revaluation gains recognized in other comprehensive income were $0.35 million.

Current and non-current prepaids and deposits totaled $8.2 million at June 30, 2026, of which $6.6 million was classified as current and $1.6 million as non-current. The balance consisted principally of $5.9 million of prepaid equipment, together with $2.2 million of prepaid expenses and smaller amounts of prepaid insurance and lease deposits. The prepaid equipment related to power transformers and related equipment purchased under the Equipment Agreement with FAR Holdings Bermuda Ltd.

Page 12 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

10.

RECONCILIATION OF EBITDA

The following table reconciles EBITDA and Adjusted EBITDA to net loss, the nearest IFRS measure:

D. EBITDA AND ADJUSTED EBITDA RECONCILIATION
Line item	Q3 FY2026		9M FY2026		Q3 FY2025		9M FY2025
Net loss	(26,464,717	)	(39,421,781	)	(7,711,199	)	(14,672,355	)
Interest expenses	951,087		4,966,493		636,152		904,674
Interest income	(49	)	(1,000	)	(510	)	(4,618	)
Income taxes	—		—		—		—
Depreciation and amortization	8,315,888		14,901,742		2,822,201		9,152,514
EBITDA	(17,197,791	)	(19,554,546	)	(4,253,356	)	(4,619,785	)
Share-based expenses	4,931,500		20,014,769		5,700,000		10,200,000
Foreign exchange loss (gain)	2,140,136		(47,974	)	181,342		1,588,046
Financing loss	—		267,384		—		—
Loss on derivative financial instruments	13,262,586		5,900,982		—		—
Adjusted EBITDA	3,136,431		6,580,615		1,627,986		7,168,261
Revenue	10,650,851		23,467,163		6,433,870		17,442,980
Adjusted EBITDA margin (Revenue)	29.4	%	28.0	%	25.3	%	41.1	%

Adjusted EBITDA was income of $3.1 million in Q3 FY2026, compared with income of $1.6 million in Q3 FY2025. The current-quarter measure reflects add-backs for share-based expense, the foreign-exchange loss and the derivative fair-value loss, which more than offset the operating loss embedded in EBITDA. Adjusted EBITDA was income of $6.6 million for the nine months, compared with income of $7.2 million in the comparative period.

11.

LIQUIDITY AND CAPITAL RESOURCES

(a)

Liquidity

At June 30, 2026, the Company had cash and cash held in trust of $2.9 million and digital currency of $2.5 million. In addition, $2.0 million of restricted cash was unavailable for general use at June 30, 2026 and became unrestricted upon repayment of the JGB loan on August 6, 2026. At September 30, 2025, cash and cash held in trust totaled $5.5 million, restricted cash was $2.0 million and digital currency was $0.8 million.

Current assets were $13.0 million and current liabilities were $38.3 million at June 30, 2026, resulting in a working-capital deficit of $25.3 million, compared with a restated working-capital deficit of $14.1 million at September 30, 2025 ($6.4 million as previously reported), reflecting the restatement of the Company’s September 30, 2025 audited annual financial statements to record a derivative financial liability of approximately $7.7 million in respect of the JGB First Warrants, reclassified into current liabilities (restated current liabilities of $21,282,518). Current liabilities included the current portions of senior secured loans and the settlement liability, convertible notes and debentures, accounts and other payables, derivative liabilities, contingent consideration and related-party advances.

Page 13 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

11.

LIQUIDITY AND CAPITAL RESOURCES (CONT’D)

(a)

Liquidity (cont’d)

The Company used $18.3 million of cash in operating activities during the nine months and remained dependent on operating cash flow, sales of Bitcoin, financing and refinancing activities. Subsequent to period end, the Company completed the special-warrant financing and repaid the JGB loan. These transactions improved near-term liquidity and removed the JGB security package but do not eliminate the Company’s dependence on achieving operating plans and obtaining financing when required. The $2.0 million of restricted cash at June 30, 2026 was held in the JGB-controlled deposit account to satisfy the minimum cash balance covenant under Section 6.12(a) of the JGB loan agreement; on repayment of the JGB loan in full on August 6, 2026, that covenant and the related security were discharged and the $2.0 million became unrestricted and available to the Company.

The Q3 Financial Statements disclose that events and conditions indicate a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include adjustments that would be necessary if the going-concern basis were not appropriate.

(b)

Contractual obligations

At June 30, 2026, contractual undiscounted cash flows were $42.5 million. The principal components were the JGB senior secured loan ($28.1 million), accounts and other payables ($7.6 million), the FAR convertible promissory note ($3.3 million), the former CEO convertible loan ($1.8 million), the settlement liability ($1.5 million), related-party advances ($0.2 million) and the October 2025 convertible notes ($0.1 million). The 26 BTC delivery obligation and contingent consideration are disclosed separately in Note 24 and are excluded from that total. The JGB loan was repaid after period end.

(c)

Capital resources

Shareholders’ equity decreased to $6.6 million at June 30, 2026 from $12.9 million at September 30, 2025. Share capital increased to $128.6 million from $101.0 million and contributed surplus increased to $10.8 million from $6.8 million, but these increases were more than offset by the nine-month net loss. The Company manages capital through a combination of equity, debt, digital-currency sales and disciplined allocation of operating and development expenditures.

(d)

Digital currency

The Company holds Bitcoin as a supplemental source of liquidity and monitors cash requirements using rolling forecasts. Disposals are timed and sized by reference to power, payroll, lease, debt-service and development obligations and prevailing market depth. Digital currency is volatile and cannot be assumed to provide cash proceeds equal to its period-end carrying amount.

Page 14 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

11.

LIQUIDITY AND CAPITAL RESOURCES (CONT’D)

(e)

Financial condition

At June 30, 2026, the Company had total assets of $51.3 million, total liabilities of $44.7 million and total shareholders’ equity of $6.6 million, compared with total assets of $42.7 million, total liabilities of $29.9 million and total shareholders’ equity of $12.9 million at September 30, 2025, the Company’s most recently completed financial year-end. The restatement described under “Liquidity” above reclassified amounts between current and non-current liabilities at September 30, 2025 and did not change total liabilities or total shareholders’ equity at that date. The increase in total assets primarily reflects the increases in construction in progress, prepaids and deposits and digital currency discussed below. The increase in total liabilities primarily reflects increases in senior secured loans (from $8.5 million at September 30, 2025 to $14.3 million at June 30, 2026, reflecting additional JGB and FAR Holdings advances during the period, partially offset by scheduled and voluntary repayments) and derivative financial liabilities (from $7.7 million at September 30, 2025 to $15.6 million at June 30, 2026), as discussed under “Material Transactions” above, together with an increase in convertible notes and debentures. The decrease in shareholders’ equity primarily reflects the nine-month net loss, partially offset by share issuances, as discussed under “Capital resources” below.

Construction in progress increased to $9.2 million at June 30, 2026 from $3.4 million at September 30, 2025, an increase of $5.8 million, primarily reflecting development expenditures for the Company’s Finland expansion project, consistent with the driver reported for the three months ended June 30, 2026. Prepaids and deposits (current and non-current) increased to $8.2 million at June 30, 2026 from $1.7 million at September 30, 2025, an increase of $6.5 million, primarily reflecting the $5.9 million of prepaid equipment purchased under the Equipment Agreement with FAR Holdings Bermuda Ltd. (nil at September 30, 2025), as described under “Material Transactions” above.

Digital currency increased to $2.5 million at June 30, 2026 from $0.8 million at September 30, 2025, as described under “Material Transactions” above. Cash held in trust decreased to $0.5 million at June 30, 2026 from $3.0 million at September 30, 2025, a decrease of approximately $2.5 million, reflecting funds held by the Company’s legal counsel in connection with the Company’s transition from its former bank to its current bank. The Company expects this balance to continue to decrease over time as the transition is completed.

12.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is exposed to liquidity, credit, foreign-currency, interest-rate, custody, access and other market risks. There were no material changes in the overall risk-management framework during the nine months.

(a)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty meeting obligations as they fall due. Management monitors short-term cash requirements using rolling cash-flow forecasts and may sell Bitcoin or seek financing to supplement liquidity. At June 30, 2026, total liabilities were $44.7 million, compared with $2.9 million of cash and cash equivalents and cash held in trust, $2.0 million of restricted cash and $2.5 million of digital currency.

Page 15 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

12.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

(b)

Credit, custody and access risk

Cash and restricted cash are held with financial institutions, and cash held in trust is held by legal counsel. Digital currency held through third-party arrangements exposes the Company to custody, access and counterparty risk. A loss of private keys or failure of a pool, exchange, wallet provider or other counterparty could result in loss of access or unrecoverable assets. The Company uses role-based approvals, reconciliations and controlled wallet procedures to mitigate these risks, but they cannot be eliminated.

(c)

Market and valuation risk

The Company is exposed to Bitcoin-price volatility, foreign-exchange rates, interest rates and movements in its share price. Derivative financial liabilities are particularly sensitive to share price, volatility and expected term. Changes in these inputs may cause material non-cash gains or losses and significant period-to-period volatility.

13.

RELATED PARTY TRANSACTIONS

Related parties include the Company’s directors, officers, entities controlled by them and other parties meeting the definition in IAS 24. During the three and nine months ended June 30, 2026, the Company’s key management personnel — being the individuals with authority and responsibility for planning, directing and controlling the Company’s activities — consisted of Mohammed Salah Bakhashwain, Chief Executive Officer; Giovanni Gaudenzi, Head of Finance; and Frank Aadnevik, Chief Executive Officer of Exanorth AS, the Company’s wholly-owned Norway subsidiary. The Company had no transactions during the period with any entity controlled by a director or officer, other than Exanorth AS and the Company’s other wholly-owned subsidiaries described in the Q3 Financial Statements. At June 30, 2026, amounts owing to related parties consisted entirely of related party advances of $151,361 owed to key management (September 30, 2025 — $95,758 in accounts and other payables and $150,794 in related party advances), unsecured, due on demand and non-interest-bearing unless otherwise stated.

Key management compensation disclosed in the Q3 Financial Statements, comprising cash and share-based compensation paid to Mr. Bakhashwain, Mr. Gaudenzi and Mr. Aadnevik, includes cash compensation of $40,000 for Q3 FY2026 and $343,683 for the nine months (Q3 FY2025 — $441,000; nine months FY2025 — $849,000) and share-based compensation of $nil for Q3 FY2026 and $7,287,418 for the nine months (Q3 FY2025 — $1,625,000; nine months FY2025 — $6,825,000).

The Company’s unsecured convertible loan from its former Chief Executive Officer — who is a related party by virtue of having served as the Company’s Chief Executive Officer at the time the loan was advanced in 2021, prior to the Company’s reverse takeover, and who is not currently a director, officer or employee of the Company — had a carrying amount, including accrued interest, of $1.8 million at June 30, 2026. The loan and related conversion right remain subject to the legal dispute disclosed in the Q3 Financial Statements.

Page 16 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

14.

OFF-BALANCE-SHEET ARRANGEMENTS

As at June 30, 2026, the Company had no off-balance-sheet arrangements that have, or are reasonably likely to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources.

15.

RISK FACTORS AND UNCERTAINTIES

The Company’s operations involve risks and uncertainties, many of which are beyond its control. The following discussion is not exhaustive and should be read with the Q3 Financial Statements and the Company’s other continuous-disclosure filings.

(a)

Technology, digital-asset custody and operational continuity

•

Cryptocurrency networks, wallets and open-source software may contain vulnerabilities that could permit theft, unauthorized transfers or disruption.

•

Mining operations depend on reliable power, cooling, network connectivity, specialized hardware and third-party service providers. Curtailment, equipment failure, fire, flooding, cyber incidents or vendor failure could reduce production and revenue.

•

Mining hardware is subject to rapid technological obsolescence. Delays or high prices for replacement equipment may reduce competitiveness and the return on capital expenditures.

•

Insurance coverage for digital assets, cybersecurity and mining operations may be unavailable, limited or subject to material exclusions.

(b)

Digital-asset economics and regulation

•

Bitcoin prices and transaction fees are highly volatile. The Company may need to sell Bitcoin at unfavourable prices to fund operations or obligations.

•

Rising network difficulty and global hashrate dilute rewards per unit of computing capacity and may reduce margins even when uptime and installed capacity are unchanged.

•

Changes in laws, tax rules, energy policy, grid access or environmental requirements in Canada, Norway or other jurisdictions may increase costs, restrict operations or delay expansion.

•

Digital-asset exchanges and other market venues remain vulnerable to manipulation, cyberattacks, insolvency and regulatory intervention, which may impair liquidity and price discovery.

(c)

Financial, legal and corporate risks

•

The Company has incurred substantial losses and has a material working-capital deficit. Additional financing may not be available on acceptable terms, and equity financing may dilute existing shareholders.

•

Derivative financial liabilities and foreign-exchange exposures may cause material non-cash earnings volatility and may complicate covenant and capital-management assessments.

•

The Company is exposed to litigation involving its former Chief Executive Officer and a North Dakota employment claim. Outcomes cannot presently be determined.

•

The Company relies on key management and technical personnel. Failure to retain or replace these individuals could disrupt operations and strategy.

•

The complexity of accounting for digital assets, financings, derivative liabilities and multi-entity consolidation requires significant management judgment and specialist assistance and may increase the risk of financial-reporting error.

•

The proposed OneQode arrangement, Finland development and other growth initiatives may not be completed on anticipated terms or may require more capital and time than expected.

Page 17 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

16.

DISCLOSURE CONTROLS AND PROCEDURES / INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s common shares commenced trading on the Nasdaq Capital Market on June 9, 2026. Because Nasdaq is a U.S. marketplace for the purposes of National Instrument 51-102 and National Instrument 52-109, the Company is not a venture issuer as at June 30, 2026. As this is the first interim period ending after the Company became a non-venture issuer, the Company’s certifying officers have filed their interim certificates for the period ended June 30, 2026 using the alternative Form 52-109F2 – IPO/RTO, in reliance on section 5.5 of NI 52-109. Consistent with that alternative form, the certifying officers have not made representations relating to the design or effectiveness of disclosure controls and procedures (“DC&P”) or internal control over financial reporting (“ICFR”) for the quarter ended June 30, 2026.

Disclosure controls and procedures are designed to provide reasonable assurance that material information required to be disclosed is recorded, processed, summarized and reported within the required periods and communicated to management. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements in accordance with IFRS. These controls have inherent limitations and can provide only reasonable, not absolute, assurance. Investors should be aware that inherent limitations exist in the Company’s ability to design and implement DC&P and ICFR on a cost-effective basis in this first period following its transition to non-venture issuer status, as described in section 5.5 of NI 52-109.

17.

OUTLOOK

Management expects Bitcoin mining economics to remain highly sensitive to Bitcoin price, transaction fees, network difficulty, uptime and energy costs. Near-term priorities are to improve energy efficiency and hashrate per MW, advance prospective hosting and infrastructure arrangements, optimize grid-flexibility opportunities in Norway, complete Finland development activities in a disciplined manner and preserve liquidity following the private placement and JGB repayment.

These expectations are forward-looking information and are subject to the assumptions and risks described under “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors and Uncertainties”.

Page 18 of 19

Management’s Discussion and Analysis
For the three and nine months ended June 30, 2026
(Expressed in United States Dollars, unless otherwise noted)

BITZERO HOLDINGS INC.
(formerly WBM Capital Corp.)
Amended and Restated

18.

OUTSTANDING SHARE DATA

As at the date of this MD&A, the Company’s outstanding securities were as follows:

Security

Contractual
principal
amount

Amount
outstanding

Voting
common
shares
issuable

#

Voting common shares

N/A

55,614,116

—

Non-voting common shares

N/A

2,312,243

—

Stock options

N/A

727,273

Restricted share units

N/A

350,000

Common share purchase warrants

N/A

1,947,229

Special warrants (*)

N/A

5,828,342

11,656,684

FAR Holdings convertible promissory note

26 BTC

N/A

759,435

Former Chief Executive Officer convertible loan

$

1,000,000

N/A

See below

* Each special warrant is exchangeable, without additional consideration, for one voting common share and one common share purchase warrant. Each underlying warrant is exercisable for one additional voting common share. Includes 5,828,342 voting common shares issuable upon exchange of the special warrants and an additional 5,828,342 voting common shares issuable upon exercise of the resulting common share purchase warrants.

The table above reflects two separate FAR Holdings instruments, each described in Note 20(a)(ii) to the Q3 Financial Statements. The FAR Holdings 26 BTC financing requires the Company to deliver 26 BTC to FAR Holdings by March 16, 2027 and does not itself give rise to any voting common shares issuable. The FAR Holdings convertible promissory note has a carrying amount of $1,991,533 at June 30, 2026 (Note 20(b)), and includes an embedded conversion option classified as a derivative financial liability (the “FAR conversion option”, Note 20(c)), representing approximately 759,435 voting common shares issuable upon conversion.

The former Chief Executive Officer convertible loan and related conversion right are subject to the legal dispute described in the Q3 Financial Statements. Accordingly, the number of voting common shares potentially issuable under the disputed conversion right cannot presently be determined.

Subsequent to June 30, 2026, 425,000, 200,000, and 75,000 restricted share units were settled on July 6, July 7, 2026, and August 13 2026, respectively; a convertible promissory note was converted into 27,959 voting common shares on July 24, 2026; and 400,000 warrants were exercised into voting common shares on July 13, 2026.

For securities outstanding at June 30, 2026, see Section 9 and Note 22 to the Q3 Financial Statements; for subsequent issuances, exercises and settlements, see Section 4.

19.

FILING

The Q3 Financial Statements and this MD&A will be filed electronically with the Canadian securities regulators through the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) and may be accessed at www.sedarplus.ca. Additional information relating to the Company, including its annual information form, if applicable, is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Page 19 of 19

Exhibit 99.3

Form 52-109F2R

Certification of Refiled Interim Filings

This certificate is being filed on the same date that Bitzero Holdings Inc. (the “issuer”) has refiled the interim financial statements and MD&A for the period ended June 30, 2026.

I, Mohammed Bakhashwain, the Chief Executive Officer of Bitzero Holdings Inc., certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended June 30, 2026.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: September 9, 2026

/s/ Mohammed Bakhashwain

Mohammed Bakhashwain

Chief Executive Officer

NOTE TO READER

In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following

●

completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109;

●

completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or

●

the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109;

may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.4

Form 52-109F2R

Certification of Refiled Interim Filings

This certificate is being filed on the same date that Bitzero Holdings Inc. (the “issuer”) has refiled the interim financial statements and MD&A for the period ended June 30, 2026.

I, Igor Kostioutchenko, the Chief Financial Officer of Bitzero Holdings Inc., certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended June 30, 2026.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: September 9, 2026

/s/ Igor Kostioutchenko

Igor Kostioutchenko

Chief Financial Officer

NOTE TO READER

In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following

●

completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109;

●

completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or

●

the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109;

may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.5

Revised

BITZERO BLOCKCHAIN INC.

Consolidated Financial Statements

For the years ended September 30, 2025 and 2024
(expressed in United States Dollars, unless otherwise stated)

Revised

BITZERO BLOCKCHAIN INC.	Revised
Table of contents
(Expressed in United States Dollars, unless otherwise noted)
September 30, 2025 and 2024

Independent Auditor’s Report	3-5

Consolidated Statements of Loss and Comprehensive Loss	6

Consolidated Statements of Financial Position	7

Consolidated Statements of Changes in Shareholder’s Equity	8

Consolidated Statements of Cash Flows	9

Notes to the Consolidated Financial Statements	10-54

Page 2 of 54

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Bitzero Blockchain Inc.

Opinion

We have audited the consolidated financial statements of Bitzero Blockchain Inc. and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at September 30, 2025 and 2024, the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at September 30, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Material Uncertainty Related to Going Concern

We draw attention to Note 3 to the consolidated financial statements, which indicates that the Company incurred a loss, and had a working capital deficit and an accumulated deficit. As stated in Note 3, these events or conditions, along with other matters as set forth in Note 3, indicate that material uncertainties exist that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management’s Discussion and Analysis but does not include the consolidated financial statements and our auditor’s report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

(continues)

Independent Auditor’s Report to the Shareholders of Bitzero Blockchain Inc. (continued)

Other Information (continued)

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

● Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(continues)

Independent Auditor’s Report to the Shareholders of Bitzero Blockchain Inc. (continued)

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements (continued)

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

● Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

● Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

● Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

January 28, 2026, except as to Note 22(c), as to which the date is September 9, 2026.

SRCO Professional Corporation

Richmond Hill, Canada

CHARTERED PROFESSIONAL ACCOUNTANTS

Authorized to practice public accounting by the

Chartered Professional Accountants of Ontario

BITZERO BLOCKCHAIN INC.	Revised
Consolidated statements of loss and comprehensive loss
(Expressed in United States Dollars, unless otherwise noted)
For the years ended September 30, 2025 and 2024

	Note	2025			2024
			$			$

Revenue from digital assets mined	7		24,895,690			15,607,000
Revenue from hosting services	7		—			7,004,281
Direct costs	8		(25,189,175	)		(24,387,670	)
			(293,485	)		(1,776,389	)

Administrative expenses	9		5,287,874			2,809,793
Finance costs	10		1,760,644			526,658
Marketing expenses	11		1,842,159			46,187
			8,890,677			3,382,638

Operating loss before other items			(9,184,162	)		(5,159,027	)

Share-based expenses	12		10,200,000			4,879,221
Foreign exchange gain			(113,023	)		(58,633	)
Realized (gain) loss from sale of digital currency	13		(1,593,273	)		30,303
(Gain) loss on contract settlement	20,22,23		(1,743,010	)		134,977
Provision for contract settlement	23		613,486			2,386,417
Present value impact on discounting of settlement liability	22a		—			(1,252,663	)
			7,364,180			6,119,622

Loss before income taxes			(16,548,342	)		(11,278,649	)

Income tax	15		—			—
Net loss			(16,548,342	)		(11,278,649	)

Revaluation gains on digital currency	13		(689,715	)		(240,678	)
Loss on translation of foreign operations			3,114,916			2,732,279
			2,425,201			2,491,601

Total comprehensive loss			(18,973,543	)		(13,770,250	)

Loss per share
Basic	16		(0.04	)		(0.04	)
Diluted	16		(0.04	)		(0.04	)

The accompanying notes form an integral part of these consolidated financial statements

Page 6 of 54

BITZERO BLOCKCHAIN INC.	Revised
Consolidated statements of financial position
(Expressed in United States Dollars, unless otherwise noted)
As at September 30, 2025 and 2024

		2025
		(Restated
	Note	- Note 22(c))			2024
			$			$

ASSETS
Non-current
Property, plant and equipment	19		28,556,661			17,139,612
Construction in progress	17,19		3,377,689			5,100,145
Right-of-use assets	20		—			936,659
Restricted cash	22(c)		2,000,000			—
Prepaids and deposits, non-current portion			1,590,551			1,513,680
			35,524,901			24,690,096
Current
Indirect taxes recoverable	18		534,992			402,312
Prepaids and deposits			72,035			70,757
Accounts receivable	23		380,093			1,509,325
Digital currency	13		753,211			2,490,936
Cash held in trust			2,973,500			52,620
Cash and cash equivalents			2,501,986			634,606
			7,215,817			5,160,556

TOTAL ASSETS			42,740,718			29,850,652

EQUITY AND LIABILITIES
Equity
Share capital	24		101,014,316			81,662,446
Contributed surplus			6,840,775			8,193,421
Debenture reserve	22(c)		54,733			54,733
Accumulated other comprehensive loss			(13,479,285	)		(11,054,084	)
Accumulated losses			(81,579,828	)		(65,031,486	)
Total equity			12,850,711			13,825,030

Non-current liabilities
Settlement liability, non-current portion	22(a)		1,641,501			3,038,387
Loans payable, non-current portion	22(c)		6,965,988			—
Lease liability, non-current portion	22(b)		—			121,512
			8,607,489			3,159,899
Current liabilities
Accounts and other payables	21(a),22(a)		7,309,701			6,907,556
Contingent consideration payable	14		1,760,547			1,760,547
Settlement liability, current portion	22(a)		1,222,364			770,630
Loans payable, current portion	22(c)		1,554,867			—
Lease liability, current portion	22(b)		—			1,996,027
Related party advances	21(a)		150,794			66,950
Convertible debentures	21(c)		1,568,220			1,364,013
Derivative liability	22(c)		7,716,025
			21,282,518			12,865,723

Total liabilities			29,890,007			16,025,622

TOTAL EQUITY AND LIABILITIES			42,740,718			29,850,652

GOING CONCERN	3(b)
CONTINGENT LIABILITIES	25
SUBSEQUENT EVENTS	28

APPROVED ON BEHALF OF THE BOARD

Mohammed Salah S. Bakhashwain

The accompanying notes form an integral part of these consolidated financial statements

Page 7 of 54

BITZERO BLOCKCHAIN INC.	Revised
Consolidated statements of changes in shareholder’s equity
(Expressed in United States Dollars, unless otherwise noted)
For the years ended September 30, 2025 and 2024

									Accumulated
									other comp-
		Share		Contributed			Debenture		rehensive			Accumulated			Total
	Note	capital		surplus			reserve		loss			losses			equity
			$		$			$		$			$			$

Balance at September 30, 2023			76,931,052		7,845,594			54,733		(8,562,483	)		(53,752,837	)		22,516,059

Share based expenses	12, 21(a)		—		4,879,221			—		—			—			4,879,221
Exercised RSUs	12,24		4,531,394		(4,531,394	)		—		—			—			—
Shares issued in settlement	24(a)		200,000		—			—		—			—			200,000
Total comprehensive loss for the year			—		—			—		(2,491,601	)		(11,278,649	)		(13,770,250	)
Balance, at September 30, 2024			81,662,446		8,193,421			54,733		(11,054,084	)		(65,031,486	)		13,825,030

Share based expenses	12, 21(a)		—		10,200,000			—		—			—			10,200,000
Subscriptions	24(a)		7,511,700		—			—		—			—			7,511,700
Exercised RSUs	12, 24		10,857,491		(10,857,491	)		—		—			—			—
Exercised options	24(c)		794,334		(695,155	)		—		—			—			99,179
Issuance of advisory shares	24(b)		150,000		—			—		—			—			150,000
Shares issued in settlement	24(b)		38,345		—			—		—			—			38,345
Total comprehensive loss for the year			—		—			—		(2,425,201	)		(16,548,342	)		(18,973,543	)
Balance, at September 30, 2025			101,014,316		6,840,775			54,733		(13,479,285	)		(81,579,828	)		12,850,711

The accompanying notes form an integral part of these consolidated financial statements

Page 8 of 54

BITZERO BLOCKCHAIN INC.	Revised
Consolidated statements of cash flows
(Expressed in United States Dollars, unless otherwise noted)
For the years ended September 30, 2025 and 2024

	2025			2024
		$			$

CASH FROM (USED IN) OPERATING ACTIVITIES
Net loss for the year		(16,548,342	)		(11,278,649	)
Adjustment for non-cash items:
Share-based expenses		10,200,000			4,879,221
Depreciation of property, plant and equipment		11,470,759			11,602,852
Amortization of right-of-use assets		272,469			969,228
Shares issued for services rendered		150,000			—
Shares issued in settlement		38,345			—
Loss on settlement of accounts receivable		—			134,977
Provision for contract settlement		(613,486	)		2,386,417
Interest on settlement liability		533,638			—
Interest on lease liability		72,172			337,213
Interest on convertible debt		204,207			183,157
Cancellation of lease liability		(1,495,349	)		91,224
Present value impact on discounting settlement liability		—			(1,252,663	)
Amortization of discount on loan payable		45,937			—
Operating cash flow before changes in non-cash working capital		4,330,350			8,052,977

Adjustment for non-cash working capital:
Indirect taxes recoverable		(132,680	)		(107,574	)
Prepaids and deposits		(78,149	)		46,482
Accounts receivable		1,742,718			(189,024	)
Digital currencies		(25,231,335	)		(15,576,697	)
Accounts and other payables		402,145			—
Settlement liability, current portion		(1,843,020	)		3,380,338
		(20,809,971	)		(4,393,498	)

CASH (USED IN) FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment		(25,319,847	)		(8,161,743	)
Proceeds on sale of digital assets		27,658,775			13,416,797
Restricted cash held in trust		(2,000,000	)		—
		338,928			5,255,054

CASH FROM (USED IN) FINANCING ACTIVITIES
Issuance of common shares		7,511,700			—
Exercise of stock options		99,179			—
Loan proceeds received, net		16,190,943			—
Advance (repayment) of related party balances		83,844			(50,000	)
Repayment of lease liabilities		(30,172	)		(685,738	)
		23,855,494			(735,738	)

Net change in cash and cash equivalents		3,384,451			125,818

Cash and cash equivalents, beginning of year		634,606			1,315,707
Cash held in trust, beginning of year		52,620			—
Effects of exchange rate changes on cash and cash equivalents		1,403,809			(754,299	)
		5,475,486			687,226
Cash and cash equivalents, end of year		2,501,986			634,606
Cash held in trust, end of year		2,973,500			52,620

Supplementary information
Interest paid		898,829			362
Non-cash settlements		—			2,386,417
Shares issued for services		150,000			—
Shares issued as part of settlement		38,345			200,000
Acquisition of equipment as part of settlement		678,000			119,000
Bitcoin loan proceeds		917,075			—
Bitcoin loan repayment		1,254,048			—
RSUs exercised		10,857,491			4,531,394

The accompanying notes form an integral part of these consolidated financial statements

Page 9 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

1.

GENERAL INFORMATION

Bitzero Blockchain Inc. (the “Company” or “Bitzero”), was incorporated under the laws of the Province of British Columbia on April 16, 2021. The Company’s registered office is located at 925-1000 Cathedral Place, West Georgia Street, Vancouver, British Columbia V6C 3L2 Canada.

Bitzero has cryptocurrency mining activities in Norway, solely focused on the mining of Bitcoin. The business of Bitcoin mining focuses on the utilization of specialized equipment to solve complex computational problems to validate transactions on the Bitcoin blockchain and receiving Bitcoin in return for successful services.

These mining activities are conducted by Exanorth AS (“Exanorth”), a Norwegian limited liability entity that is a wholly owned subsidiary of Bitzero Blockchain Inc., which holds a data center in Norway (the “Data Center”) for the provision of data processing services for the mining of digital currency.

2.

ADOPTION OF NEW AND REVISED STANDARDS

(a)

New and revised IFRS Accounting Standards in issue but not yet effective

At the date of authorisation of these consolidated financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective for the Company’s consolidated financial statements for the periods presented:

IFRS 18: Presentation and Disclosure in Financial Statements

IFRS 18 is a comprehensive new standard on presentation and disclosure that will modify the structure and content of the primary consolidated financial statements and related notes. It is expected to affect presentation and disaggregation, including new defined subtotals in the statement of profit or loss.

Application for IFRS 18 is required for annual reporting periods beginning on or after January 1, 2027. The Company does not intend to early apply IFRS 18 and plans to apply it starting on October 1, 2027.

The Company is in the process of reviewing the impact of IFRS 18 on its consolidated financial statements in future periods.

3.

BASIS OF PREPARATION

(a)

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including as issued by the International Accounting Standards Board (“IASB”). IFRS includes both the International Financial Reporting Standards and the International Accounting Standards (“IAS”). The accounting policies set out below have been applied consistently to both years.

These consolidated financial statements, including their comparative figures, were approved and authorized for issue by the Board of Directors on September 9, 2026.

Page 10 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

3.

BASIS OF PREPARATION (CONT’D)

(a)

Statement of compliance (cont’d)

These consolidated financial statements have been prepared on an accrual basis and are based on historical cost basis except for a certain financial instrument which is measured at fair value, as explained in the accounting policy information below. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

(b)

Going concern

The directors have, at the time of approving the consolidated financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

As at September 30, 2025, the Company had an accumulated deficit of $81,579,828 (2024 – $65,031,486) and has a working capital deficiency of $14,066,701 (2024 – $7,705,167). Whether and when the Company can generate sufficient cash flows to pay for its expenditures and settle its obligations as they fall due is uncertain.

To address the going concern risk, the Company continues to seek equity financing alternatives to support ongoing operations, monitor general and administrative expenses compared to budget, and optimize its operating processes. Further details regarding subsequent equity raises are provided in Note 28.

(c)

Basis of consolidation

These consolidated financial statements include the accounts of the Company and subsidiaries. Subsidiaries are entities controlled by the Company. The financial transactions of subsidiaries are included in the consolidated financial statements from the date control is obtained. Control occurs when the Company is exposed to, or has the right to, variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee.

Intercompany balances, transactions, income, and expense are eliminated and gains or losses on intercompany transactions are eliminated. Where the Company does not own 100% of the subsidiary or associate, non-controlling interest is classified as a component of equity.

The accounting policies of subsidiaries are the same as those of the Company.

Subsidiary	Ownership at 30-Sep-25	Ownership at 30-Sep-24	Country of incorporation
Exanorth AS	100%	100%	Norway
Bitzero Inc.	100%	100%	Barbados
Bitzero ND I	100%	100%	United States
Bitzero ND II	100%	100%	United States
Zetanorth AS	100%	0%	Norway
Bitzero Finland Oy	100%	0%	Finland

Page 11 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

3.

BASIS OF PREPARATION (CONT’D)

(d)

Presentation and functional currency

These consolidated financial statements are presented in United States Dollars (“$”), which is the Company’s functional currency. Foreign operations are included in accordance with the policies set out in Note 4. The functional currency of all subsidiaries is the United States Dollar except for Exanorth and Zetanorth AS, whose functional currency is the Norwegian Krone (“kr”) and Bitzero Finland Oy, whose functional currency is the Euro (“€”).

4.

MATERIAL ACCOUNTING POLICY INFORMATION

(a)

Revenue recognition

Revenue is recorded at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer.

The principles in IFRS 15 are applied using the following five steps:

●

Identify the contract(s) with a customer

●

Identify the performance obligation in the contract

●

Determine the transaction price

●

Allocate the transaction price to the performance obligations in the contract

●

Recognize revenue when (or as) the entity satisfies a performance obligation

The Company has concluded that the recognition and measurement of the sale of products in all contracts is consistent with the current revenue recognition practice and therefore does not expect any transitional adjustment.

The Company may participate in third-party mining pools. Rewards are determined based on the pool’s payout methodology (e.g., PPS/FPPS/Proportional) by reference to the Company’s contributed hash rate. Settlements are typically made periodically after network confirmation. Pool operator fees are presented gross in revenue with fees recorded in direct costs on account of the Company acting as a principal in the transaction.

Consideration for validating transactions may comprise a block reward and transaction fees. Where the pool separately identifies transaction fees and block rewards, the Company records such fees within mining revenue and presents them separately when material.

Where the payout is provided as a blended amount and a reliable separation is impracticable or the cost would be excessive, the Company records the total as mining revenue and describes the basis for presentation.

Obligations requiring delivery of Bitcoin with no net cash settlement are not classified as financial instruments. According to IAS 8, any Bitcoin held is treated as an intangible asset if it meets the definition of an identifiable non-monetary asset without physical substance.

Page 12 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(a)

Revenue recognition (cont’d)

Mining revenue

The Company recognizes revenue from the provision of transaction confirmation services for digital currency blockchains, commonly termed “digital asset mining” or “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific blockchain in which it participates (“coins”). Revenue is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of mining, based on the daily average from CoinMarket Cap (www.coinmarketcap.com) for Bitcoin. A coin is considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured.

Hosting revenue

The Company hosts and provides energized space and operating and maintenance services to third-party mining companies who locate their mining hardware at its data centers. The Company accounts for these agreements as a single performance obligation for services being delivered in a series with delivery being measured by monthly hosting fees of the mining hardware. As such, the Company recognizes revenue over the life of the contract as its series of distinct services are performed over the term of the contracts with its customers. The Company has determined that the contracts do not contain a significant financing component because the expected length of time between the transfer of services and receipt of consideration is less than one year, which are typically one month or less.

For certain contracts, the Company may also be entitled to a monthly non-cash profit-sharing fee, which is primarily based on the actual amount of Bitcoin mined by the customer’s hosted mining equipment during the month. The rate of profit sharing is determined at inception of the contract with subsequent amendments, as applicable, and non-cash consideration is generally paid in Bitcoin. Non-cash consideration is measured at fair value at contract inception with changes in fair value attributable to reasons other than the form of consideration (other than price of Bitcoin) measured as variable consideration (subject to the constraint on variable consideration) and recognized as hosting services are performed. This amount is recognized in revenue as services are performed.

Changes in fair value of the non-cash consideration related for reasons other than changes in form are recognized at the end of each month as the related uncertainly is resolved and amount becomes known.

(b)

Digital assets

The Company accounts for its digital currencies on hand at the end of a reporting period, if any, under IAS 38, Intangible Assets, as an intangible asset with an indefinite useful life initially measured at cost, deemed to be the fair value upon receipt, and subsequently measured under the revaluation model.

Under the revaluation model, increases in the digital currencies’ carrying amount is recognized in other comprehensive income and under accumulated other comprehensive income/ (loss) in equity, while decreases are recorded in the consolidated statements of income or loss and comprehensive income or loss.

Page 13 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(b)

Digital assets (cont’d)

However, increases are recognized in profit or loss to the extent that it reverses a revaluation decrease of digital currencies previously recognized in profit or loss. There is no recycling of gains from other comprehensive income or loss in the consolidated statements of income or loss and comprehensive income or loss, except to the extent that an increase in fair value reverses a previous decrease in fair value that has been recorded in the consolidated statements of income or loss and comprehensive income or loss, that increase is recorded in the consolidated statements of income or loss and comprehensive income or loss. The fair value of digital currencies on hand at the end of the reporting period is calculated as the quantity of digital currencies on hand multiplied by the price quoted on CoinMarket Cap as at the reporting date.

Any difference between the fair value of the digital currencies recorded upon receipt from mining activities, purchases or profit-sharing arrangements and the actual realized price upon disposal are recorded as gain or loss on sale of digital currencies.

The Company has continued to classify digital currencies on hand at the end of the year as current assets as management has determined that cryptocurrency markets have sufficient liquidity to allow conversion within the Company’s normal operating cycle.

(c)

Leases

The Company assesses whether a contract is, or contains, a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones).

For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

The incremental borrowing rate depends on the term, currency and start date of the lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates; a country-specific risk adjustment; a credit risk adjustment based on bond yields; and an entity-specific adjustment when the risk profile of the entity that enters into the lease is different to that of the Company and the lease does not benefit from a guarantee from the Company.

Lease payments included in the measurement of the lease liability comprise (i) Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable (ii) Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date (iii) The amount expected to be payable by the lessee under residual value guarantees (iv) The exercise price of purchase options, if the lessee is reasonably certain to exercise the options, and (vi) Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

Page 14 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(c)

Leases (cont’d)

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: (i) The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate (ii) The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used), and (iii) A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The Company did not make any such adjustments during the periods presented.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated amortization and impairment losses.

Right-of-use assets are amortized over the shorter period of lease term and useful life of the right-of-use asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is amortized over the useful life of the underlying asset. The amortization starts at the commencement date of the lease.

The Company applies IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in Policy (h) below which is Impairment of non-financial assets.

For contracts that contain a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

(d)

Foreign currencies

Transactions undertaken in foreign currencies are translated into US dollars at daily exchange rates prevailing when the transactions occur. Monetary assets and liabilities denominated in foreign currencies are translated at period-end exchange rates and non-monetary items are translated at historical exchange rates.

Realized and unrealized exchange gains and losses are recognized in the consolidated statements of comprehensive income or loss.

Page 15 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(d)

Foreign currencies (cont’d)

The assets and liabilities of foreign operations are translated into US dollars using the period-end exchange rates. Income, expenses, and cash flows of foreign operations are translated into US dollars using average exchange rates. Exchange differences resulting from the translation of foreign operations into US dollars are recognized in other comprehensive income or loss and accumulated in equity.

(e)

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in the consolidated statement of loss and comprehensive loss in the period in which they are incurred.

No borrowing costs were capitalized for the years ended September 30, 2025 and 2024.

(f)

Taxation

The income tax expense represents the sum of current and deferred income tax expense.

Current tax

The tax currently payable is based on taxable profit for the year.

Taxable profit differs from net profit as reported in the consolidated statement of loss and comprehensive loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable.

The assessment is based on the judgement of tax professionals within the parent company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized.

Page 16 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(f)

Taxation (cont’d)

Deferred tax (cont’d)

Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Current tax and deferred tax for the year

Current and deferred tax are recognised in the consolidated statement of loss and comprehensive loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

(g)

Property, plant and equipment

Property, plant and equipment is carried at cost, less accumulated depreciation and accumulated impairment, if any. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Company’s accounting policy.

Page 17 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(g)

Property, plant and equipment (cont’d)

Construction in progress consists of buildings, utilities, and other infrastructure which is in the process of being constructed for use in continuing operations. Depreciation of construction in progress does not commence until the assets are ready for their intended use.

Depreciation of these assets, determined on the same basis as other property assets, commences when the assets are ready for their intended use.

Freehold land is not depreciated.

Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight-line method, on the following bases:

Buildings	25 years
Private utilities	25 years
Technology infrastructure	3-5 years
Mining equipment	3 years

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the consolidated statement of loss and comprehensive loss.

(h)

Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets, including property and equipment, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Page 18 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(h)

Impairment of non-financial assets (cont’d)

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the consolidated statement of loss and comprehensive loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognised in the consolidated statement of loss and comprehensive loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years.

A reversal of an impairment loss is recognised immediately in the consolidated statement of loss and comprehensive loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.

(i)

Cash and cash equivalents

Cash equivalents are short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts which are repayable on demand and form an integral part of the Company’s cash management.

(j)

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets of the acquired entity at the date of acquisition. Goodwill is initially recognized at cost and subsequently measured at cost less accumulated impairment losses, if any. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate a potential impairment. Impairment losses on goodwill are recognized in the consolidated statement of loss and comprehensive loss and are not reversed in subsequent periods.

(k)

Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition-date fair value, and the amount of any non-controlling interest in the acquiree. Identifiable assets acquired and liabilities assumed are measured at their acquisition-date fair values.

Page 19 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(k)

Business combinations (cont’d)

Goodwill is recognized as described in the goodwill policy. If the Company’s interest in the fair value of the net assets acquired exceeds the cost of the business combination, the excess is recognized as a gain on acquisition.

In accordance with IFRS 3, an acquired group qualifies as a business if it includes inputs and substantial processes capable of producing outputs. In order to determine whether an acquisition is deemed to be a business combination, the Company conducts a concentration as to whether acquiree comprises operational infrastructure, personnel, contracts and operational processes beyond single assets. Expenses such as legal, due diligence, advisory and share issuance costs are expensed as incurred and not included in the cost of the business combination.

(l)

Share-based expense

The Company provides benefits to employees and directors in the form of share-based expense, whereby employees render services as consideration for equity instruments. The fair value of the equity-settled share-based payments is determined at the grant date using Black-Scholes pricing model and recognized as an expense over the vesting period with a corresponding increase in equity.

The fair value is measured considering the terms and conditions upon which the equity instruments were granted. At each reporting date, the Company revises its estimates of the number of equity instruments expected to vest and adjusts the amount recognized as an expense accordingly.

When vested options are forfeited or not exercised at the expiry date, the amount previously recognized as stock-based compensation expense is transferred to accumulated losses.

(m)

Other comprehensive income

Total comprehensive income (loss) comprises all components of profit or loss and other comprehensive income (loss). Other comprehensive income (loss) includes gains and losses from translating the financial statements of an entity whose functional currency differs from the presentation currency and gains from revaluation of digital currencies.

(n)

Earnings or loss per share

Basic earnings or loss per share (EPS or LPS) is calculated by dividing the net profit or loss attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings or loss per share adjusts the figures used in the determination of basic EPS or LPS to take into account the effect of potential dilutive ordinary shares, such as share options granted to employees. The calculation of diluted EPS or LPS assumes that the proceeds from the exercise of options would be used to purchase ordinary shares at the average market price during the period.

Page 20 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(o)

Financial instruments

Financial assets and financial liabilities are recognised in the Company’s consolidated statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value, except for accounts receivable that do not have a significant financing component which are measured at the transaction price.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the consolidated statement of loss and comprehensive loss.

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Debt instruments that meet the following conditions are measured subsequently at amortised cost: (i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and (ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI): (i) The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets, and (ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).

Amortised cost and effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

Page 21 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(o)

Financial instruments (cont’d)

Amortised cost and effective interest method (cont’d)

The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Financial assets at FVTPL

Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. The Company has not designated any debt instruments as at FVTPL.

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on financial assets based on a simplified approach after considering the expected cash-flow shortfall based on historical trends, forward looking information, macro-economic factors and loss matrix.

The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

Write-off policy

The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of accounts receivable, when the amounts are over two years past due, whichever occurs sooner.

Financial assets written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in the consolidated statement of loss and comprehensive loss.

Derecognition of financial assets

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

Page 22 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(o)

Financial instruments (cont’d)

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Compound instruments

The component parts of convertible loan notes issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the parent company’s own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case the balance recognised in equity will be transferred to share premium.

Where the conversion option remains unexercised at the maturity date of the convertible loan note, the balance recognised in equity will be transferred to retained earnings. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible loan notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity.

Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible loan notes using the effective interest method.

Financial liabilities at FVTPL

All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL.

Financial liabilities measured subsequently at amortised cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.

Page 23 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(o)

Financial instruments (cont’d)

Financial liabilities measured subsequently at amortised cost (cont’d)

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated statement of loss and comprehensive loss.

Financial instruments categorization

The Company has classified its financial instruments as follows:


Instrument	Classification / measurement	Fair value hierarchy

Assets
Restricted cash	Amortized cost	N/A
Accounts receivable	Amortized cost	N/A
Cash held in trust	Amortized cost	N/A
Cash and cash equivalents	Amortized cost	N/A

Liabilities
Accounts and other payables	Amortized cost	N/A
Settlement liability	Amortized cost	N/A
Contingent consideration payable	FVTPL	Level 3
Lease liability	Amortized cost	N/A
Related party advances	Amortized cost	N/A
Loans payable	Amortized cost	N/A
Convertible debentures	Amortized cost	N/A
Derivative liability	FVTPL	Level 3

(p)

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.

Page 24 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

4.

MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)

(p)

Provisions (cont’d)

Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

(q)

Convertible debentures

Convertible debentures are financial instruments which are accounted for separately dependent on the nature of their components: a financial liability and an equity instrument and are considered compound financial instruments. The liability component of a compound financial instrument is recognized initially at the fair value of a similar liability that does not have an equity conversion option. The equity component, which consists of the conversion feature related to the convertible debentures is recognized as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component.

Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest rate method. The equity component of a compound financial instrument is not remeasured subsequent to initial recognition. Upon conversion, the liability component and conversion feature are reclassified to share capital.

5.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTY

In applying the Company’s accounting policies, which are described in Note 4, the Company is required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements, including those involving estimations, that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements.

(a)

Income taxes

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors.


	Page 25 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

5.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTY (CONT’D)

(a)

Income taxes (cont’d)

The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities.

Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

(b)

Digital assets

There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining of digital assets and subsequent measurement of the digital assets held. Management has exercised significant judgment in determining appropriate accounting treatment. Management has determined that revenues should be recognized as the fair value of digital assets received in exchange for mining services on the date that digital assets are received and subsequently measured as an intangible asset.

In the event authoritative guidance is enacted by the IASB, the Company may be required to change its policies which could result in a change in the Company’s financial position and earnings.

(c)

Revenues from mining of digital assets

The Company enters into contracts with mining pools and has undertaken the performance obligation of providing computing power to the mining pool in exchange for non-cash consideration in the form of digital assets. Revenue is recognized upon receipt of digital currency in exchange for its mining activities at the fair market value of the digital currency received.

Management considers the prices quoted on a digital currency exchange to be a level 2 input under IFRS 13 Fair Value Measurement. Any difference between the fair value of digital assets recorded upon receipt from mining activities and the actual realized price upon disposal are recorded as a gain or loss on disposition of digital assets.

(d)

Going concern

The Company has made significant judgments about the Company's ability to continue as a going concern. These judgments involve considering the Company’s cash flow forecasts, financial position, market conditions, and the availability of financing. Given the volatile nature of the cryptocurrency market and the reliance on both mining and hosting revenues, management regularly assesses the Company’s liquidity and capital resources to ensure it can meet its obligations as they fall due. If future cash flows were to differ significantly from those estimates, this could have a material impact on the Company’s ability to continue as a going concern.

(e)

Valuation of right of use assets and liabilities

The valuation of right-of-use (ROU) assets and corresponding lease liabilities involves significant estimates, particularly in determining the lease term and the discount rate used to present value future lease payments.


	Page 26 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

5.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTY (CONT’D)

(e)

Valuation of right of use assets and liabilities (cont’d)

Management’s judgment is required in evaluating whether options to extend or terminate leases are reasonably certain to be exercised, which affects the measurement of lease liabilities.

Additionally, in the absence of an implicit rate in the lease, the Company uses its incremental borrowing rate, which is determined based on the specific circumstances of the lease and the Company’s credit risk. Changes in these estimates could significantly impact the carrying amount of ROU assets and lease liabilities.

(f)

Valuation of share-based expenses

The valuation of share-based expenses requires significant judgment and estimation, particularly in determining the fair value of equity instruments granted to employees and directors. The Company uses an appropriate valuation model, such as the Black-Scholes or binomial option pricing model, which requires inputs such as the expected volatility of the Company’s share price, the expected life of the options, risk-free interest rates, and expected dividend yields. These inputs are subject to estimation uncertainty, and changes in any of these assumptions could have a material impact on the amount of share-based expenses recognized.

(g)

Impairment of non-financial assets

The Company assesses non-financial assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Determining whether an impairment has occurred requires management to estimate the recoverable amount of the assets, which is the higher of fair value less costs of disposal and value in use.

These calculations require significant judgment, particularly in estimating future cash flows, discount rates, and market conditions. Any changes in these estimates could result in material adjustments to the carrying amounts of non-financial assets.

(h)

Depreciation and useful lives of property, plant and equipment

Determining depreciation periods and residual values for property, plant and equipment requires judgment. Management assesses expected physical wear and tear, technical and commercial obsolescence, maintenance programmes, and industry practice. Residual values are estimated with reference to comparable secondary-market transactions and scrap values, where relevant. These estimates are reviewed at each reporting date. A change of one year in average useful life or a 5 % swing in estimated residual value is considered to have a materially affect on depreciation expense in a period under evaluation.

(i)

Expected credit losses and provisions

The Company estimates expected credit losses by applying professional judgement in assessing forward-looking information, including the probability of default, loss rates, and the status of customer relationships. Changes in these assumptions could materially affect the amounts recognized.


	Page 27 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

5.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTY (CONT’D)

(i)

Expected credit losses and provisions (cont’d)

Provisions are recognized when obligations from past events are probable and can be reliably measured. The measurement of provisions requires judgement in estimating the timing and amount of future outflows and, where relevant, the selection of discount rates. Given the inherent uncertainty, actual outflows may differ from the Company’s best estimate.

6.

OPERATING SEGMENTS

In measuring its performance, the Company does not distinguish or group its operations on a geographical or any other basis and accordingly has a single reportable operating segment. Management has applied judgment by aggregating its operating segments into one single reportable segment for disclosure purposes. Such judgment considers the nature of the operations and an expectation of operating segments within a reportable segment with similar long-term economic characteristics.

The Company's Chief Executive Officer is the chief operating decision-maker and regularly reviews the Company’s operations and performance on an aggregate basis. The Company does not have any significant customers or any significant groups of customers.

For the fiscal years ended September 30, 2025 and 2024, the Company presents one reportable operating segment as the entirety of the Company’s non-current assets are domiciled in Norway and the entirety of the Company’s revenue is generated from its operations in Norway.

While non-operating liabilities and equity financing activities are primarily located in North America, this geographic distinction does not alter the conclusion that the Company has a single reportable segment.

7.

REVENUE

The Company derives its revenue from contracts with customers for the transfer of services. The provision of digital asset mining services are recognized over time.

The Company’s hosting revenue is exclusively derived from two customers in 2024 (2025 – nil). The reliance on these two customers for all hosting revenue creates a concentration risk. Any material change in the business relationship with these customers, including a significant reduction or loss of revenue, could have a material adverse effect on the Company’s operating results and cash flows.


	Page 28 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

8.

DIRECT COSTS

	2025		2024
		$		$

Utilities		12,596,035		10,885,041
Depreciation of property, plant and equipment		11,470,759		11,602,852
Remote monitoring and support services		406,596		625,339
Salaries and wages		363,767		186,094
Amortization of right-of-use assets		272,469		969,228
Small equipment rental		79,549		117,238
Mining operations		—		1,878
		25,189,175		24,387,670

9.

ADMINISTRATIVE EXPENSES

	Note	2025			2024
			$			$

Legal fees			2,346,566			1,525,893
Consulting fees			1,864,860			223,481
Professional fees			425,396			751,345
Occupancy costs			262,008			40,115
Travel			196,054			111,679
Subcontracts			85,614			84,674
Insurance			79,558			77,244
Office and general			55,101			17,605
Settlements and penalties	22(b),24		(27,283	)		(22,243	)
			5,287,874			2,809,793

10.

FINANCE COSTS

	Note	2025			2024
			$			$

Interest on loans and other payables	13,21,22		1,682,742			186,757
Bank charges			11,375			12,272
Interest on lease liabilities			72,172			337,213
Finance income			(5,645	)		(9,584	)
			1,760,644			526,658


	Page 29 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

11.

MARKETING EXPENSES

	2025		2024
		$		$

Marketing and promotion		1,490,471		—
Advertising		255,946		25,751
Public relations		94,941		—
Other		801		20,436
		1,842,159		46,187

12.

SHARE-BASED EXPENSES

	Note	2025		2024
			$		$

Restricted stock units issued	(a)		10,200,000		4,137,434
Stock options issued	24(c)		—		741,787
			10,200,000		4,879,221

(a)

Restricted stock units

The 2022 Restricted Share Unit Plan (the “RSU Plan”) allows the Company to award restricted share units to officers, employees, directors and consultants of the Company upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee.

The purchase price for common shares of the Company issuable under each Restricted Share Unit (“RSU”) award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the Board.

The RSUs are recognized as share-based compensation expense over the vesting period which is the lesser of: (i) the occurrence of one of the pre-defined liquidity events in the RSU notice, and (ii) 5 years after the grant date.


	Page 30 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

12.

SHARE-BASED EXPENSES (CONT’D)

(a)

Restricted stock units (cont’d)

A continuity of RSUs is as follows:

	RSUs			RSUs
	Granted			Vested			Amount
		#			#			$

September 30, 2023		7,000,000			7,000,000			6,432,493
Issued		49,975,200			—			10,941,233
Vested		—			27,950,333			—
Exercised		(22,379,100	)		(22,379,100	)		(4,531,394	)
September 30, 2024		34,596,100			12,571,233			12,842,332
Issued		67,880,000			—			15,270,160
Vested		—			51,000,000			—
Exercised		(54,000,000	)		(54,000,000	)		(10,857,491	)
September 30, 2025		48,476,100			9,571,233			17,255,001

During the year ended September 30, 2025, share-based compensation expense for the Company’s RSUs was $10,200,000 (2024 - $4,531,394). The fair value of each share-based payment transactions was estimated on the date of the grant, based on the present value of the underlying equity, with the following weighted-average assumptions:

	Apr 30, 2024			Jun 3, 2024			Jan 31, 2025

Estimated stock price at time of grant	$	0.26		$	0.26		$	0.20
Number of periods to exercise, in years		5.00			5.00			0.67
Compounded risk-free rate		3.92	%		3.59	%		2.69	%
Dividend yield		0.00	%		0.00	%		0.00	%
Exercise price	$	—		$	—		$	—
Volatility		115	%		115	%		115	%
Discount for lack of marketability		16.00	%		16.00	%		12.17	%

	Feb 10, 2025			Jun 29, 2025			Sep 9, 2025

Estimated stock price at time of grant	$	0.20		$	0.20		$	0.40
Number of periods to exercise, in years		—			—			—
Compounded risk-free rate		n/a			n/a			n/a
Dividend yield		0.00	%		0.00	%		0.00	%
Exercise price	$	—		$	—		$	—
Volatility		115	%		115	%		115	%
Discount for lack of marketability		0.00	%		0.00	%		0.00	%

As at September 30, 2025 a total of 9,571,233 (2024 – 12,571,233) RSUs had vested.


	Page 31 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

13.

DIGITAL CURRENCY

The Company holds digital currencies, consisting of Bitcoin cryptocurrency, which are accounted for as intangible assets with an indefinite useful life in accordance with IAS 38. The digital currencies are initially recognized at cost and subsequently measured at fair value.

The Company revalues its digital currencies at the end of each reporting period based on their fair value. The fair value is determined using the quoted price in an active market at the reporting date. Any revaluation gain or loss arising from changes in the fair value is recognized in the consolidated statements of loss and comprehensive loss.

The table below reconciles the opening and ending balances of digital assets in USD:

	Coins			Amount
		#			$

Balance, as at September 30, 2023		3.66			90,358

Cryptocurrency mined, net of pool mining fees		293.65			15,607,000
Sold		(259.30	)		(13,416,797	)
Other		—			(10,663	)
Realized loss		—			(19,640	)
Revaluation gain		—			240,678
Balance, as at September 30, 2024		38.01			2,490,936

Cryptocurrency mined, net of pool mining fees		256.76			24,895,690
Sold		(275.19	)		(27,658,775	)
Other¹		(11.97	)		(1,254,048	)
Foreign exchange adjustment		—			(3,580	)
Realized gain		—			1,593,273
Revaluation gain		—			689,715
Balance, as at September 30, 2025		7.61			753,211

¹In December 2024, a lender paid $917,075 in the form of 9.21 BTC to a supplier on behalf of the Company. In June 2025, the Company repaid the lender $1,254,048 in the form of 11.97 BTC which included interest of $336,973.

14.

ACQUISITIONS

(a)

Exanorth AS

On August 6, 2021, the Company entered into an arrangement with a third party to acquire call options on the issued and outstanding shares of Exanorth AS, along with various rights to lease real estate property on which Exanorth AS conducted its operations, for aggregate consideration of $12,556,913. The Company used the Black-Scholes option pricing model to determine the fair value of the call options as follows: exercise prices of €15,504 to €65,804 (15,192 USD to 64,481 USD) per share; the expected volatility of its common shares was set at 20 to 42% using historical volatility of comparable public companies; the risk-free interest rate was set at -0.04 to 0.54% based on the yield available on government benchmark bonds; the expected life was set at 1.1577 to 1.1761 years; and the dividend yield was set at 0%.


	Page 32 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

14.

ACQUISITIONS (CONT’D)

(a)

Exanorth AS (cont’d)

Call options on 66% of Exanorth AS were exercised in conjunction with a Share Purchase Agreement and its subsequent amendments dated October 22, 2021 and included transfers of common shares of the Company, deferred cash consideration, settlement of pre-existing loans, and transaction costs, totaling $8,457,415 in aggregate fair market value.

The remaining 34% was acquired by way of execution of a call option on the remaining 102 shares in Exanorth AS on October 29, 2021 which required the Company to pay $2,547,160 prior to February 25, 2022. Considering the short amount of time before execution of the option and the payment of consideration, no discount was applied.

As part of consideration in the acquisition of the 34%, contingent consideration, dependent on future performance of the Company in the public market, was included and presented as a liability. As the contingent consideration would only result in additional cash consideration to be paid in such an event, management concluded that the acquisition of Exanorth AS had completed.

Its fair value was determined to be $1,552,338 based on a third-party valuation report along with management’s best estimate of the likelihood of occurrence of said future performance at the reporting date. The contingent consideration was revalued during 2023 to $1,760,547 resulting in a gain of $139,453.

As at September 30, 2025 (2024 – nil), there has been no further change to the fair value of the contingent consideration, as there have been no changes in the underlying circumstances affecting management’s previous estimate of fair value.

(b)

Bitzero Finland Oy

On January 23, 2025, the Company purchased 100 shares of Bitzero Finland Oy (formerly Ahold XVIII Oy), domiciled in Finland, representing 100% of issued share capital of the acquiree. The Company’s intent is to expand its operations into Finland at a later date.

15.

INCOME TAX

The Company has assessed its tax position as at September 30, 2025, and for the year then ended. Based on this assessment, the Company has determined that there is no income tax expense for the current reporting period.


	Page 33 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

15.

INCOME TAX (CONT’D)

The reconciliation of the Canadian statutory income tax rate to the effective tax rate is as follows:

	2025			2024
Net loss before income taxes		(16,548,342	)		(11,278,649	)
Statutory tax rate		26.5	%		26.5	%
Statutory income tax recovery		(4,385,311	)		(2,988,842	)
Non-deductible expenses		—			—
Non-taxable income		—			—
Tax loss carry forward		(4,385,311	)		(2,988,842	)
Non-recognition of income tax recovery on losses		4,385,311			2,988,842
Income tax expense		—			—

The Company performs its income tax reconciliation using the effective income tax rate of the parent, which is 26.5%. The Company’s operating subsidiary’s effective income tax rate is 22%. A continuity of losses at the parent level is as follows:

Year of losses	Year of expiry	Amount
		$

2021	2041	4,251,671
2022	2042	10,096,810
2023	2043	3,235,798
2024	2044	2,988,842
2025	2045	4,385,311
		24,958,432

The operating subsidiary has tax loss carry-forwards of kr 1,803,481 {$180,635} (2024 - kr 87,657,528 {$8,342,139}) which do not expire so long as the entity continues to operate within the same business as determined by the government authority.

The Company recognizes a valuation allowance in the full amount of the tax loss carry forward as at September 30, 2025 and 2024.

In accordance with IAS 12, Income Taxes, the Company recognizes deferred tax assets only when it is probable that sufficient taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits can be utilized. As of the reporting date, the Company concluded that such criteria were not met. Due to the uncertainty regarding the realization of deferred tax assets in future periods, the Company has not recognized any deferred tax assets in the consolidated financial statements.


	Page 34 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

16.

LOSS PER SHARE

	2025			2024
		$			$
Basic net loss per share
Numerator
Net loss attributable to shareholders		(16,548,342	)		(11,278,649	)
Denominator
Weighted-average common shares outstanding		385,710,597			312,661,317
Basic net loss per share attributable to shareholders		(0.04	)		(0.04	)
Diluted net loss per share attributable to shareholders		(0.04	)		(0.04	)

17.

CONSTRUCTION IN PROGRESS

Construction in progress consists of buildings, utilities and other infrastructure which is in the process of being constructed for use in continuing operations. As at and for the year ended September 30, 2025, these assets have not yet been deployed in the active business, and as such have not been amortized.

Refer to Note 19 for these details.

18.

INDIRECT TAXES RECOVERABLE

Indirect taxes recoverable consists of all accounts tracking value-added taxes payable and recoverable

	2025			2024
		$			$

VAT recoverable		227,282			301,188
GST/HST recoverable		322,550			106,571
Advance tax withholding		(14,840	)		(5,447	)
		534,992			402,312

The VAT recoverable was derived from the business operations of Exanorth. The GST/HST recoverable is derived from the portion of sales taxes paid by Bitzero Blockchain Inc. that are eligible for recovery in connection with its role as a management company providing services to the Company during the years ended September 30, 2025 and 2024.


	Page 35 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements
(Expressed in United States Dollars, unless otherwise noted)
For the years ended September 30, 2025 and 2024

19.

PROPERTY, PLANT AND EQUIPMENT

	Land			Buildings			Private utilities			Technology infrastructure			Mining Equipment			Sub-total			Construction-in-progress			Total
		$			$			$			$			$			$			$			$

COST
Balance, September 30, 2023		447,692			1,390,106			8,706,048			1,144,525			32,570,577			44,258,948			1,217,550			45,476,498
Additions (Note (a))		4,443			9,193			796,870			11,697			3,496,605			4,318,808			3,961,936			8,280,744
Translation adjustments and reclassifications		(135	)		(280	)		(24,268	)		(356	)		(106,485	)		(131,524	)		(79,341	)		(210,865	)
Balance, September 30, 2024		452,000			1,399,019			9,478,650			1,155,866			35,960,697			48,446,232			5,100,145			53,546,377
Additions		145,334			184,172			1,237,353			14,297			18,444,624			20,025,780			(1,360,740	)		18,665,040
Translation adjustments		38,633			19,717			328,916			3,800			4,903,001			5,294,067			(361,716	)		4,932,351
Balance, September 30, 2025		635,967			1,602,908			11,044,919			1,173,963			59,308,322			73,766,079			3,377,689			77,143,768

ACCUMULATED AMORTIZATION
Balance, September 30, 2023		—			428,588			606,995			48,893			16,192,418			17,276,894			—			17,276,894
Additions		—			146,765			727,183			77,085			10,651,819			11,602,852			—			11,602,852
Balance, September 30, 2024		—			575,353			1,334,178			125,978			26,844,237			28,879,746			—			28,879,746
Additions		—			74,205			654,719			71,893			10,669,942			11,470,759			—			11,470,759
Translation adjustments		—			15,733			138,814			15,243			2,262,249			2,432,039			—			2,432,039
Balance, September 30, 2025		—			665,291			2,127,711			213,114			39,776,428			42,782,544			—			42,782,544

ACCUMULATED IMPAIRMENT
Balance, September 30, 2023		—			60			217,698			7,835			2,201,281			2,426,874			—			2,426,874
Balance, September 30, 2024		—			60			217,698			7,835			2,201,281			2,426,874			—			2,426,874
Balance, September 30, 2025		—			60			217,698			7,835			2,201,281			2,426,874			—			2,426,874

NET BOOK VALUE
Balance, September 30, 2023		447,692			961,458			7,881,355			1,087,797			14,176,878			24,555,180			1,217,550			25,772,730
Balance, September 30, 2024		452,000			823,606			7,926,774			1,022,053			6,915,179			17,139,612			5,100,145			22,239,757
Balance, September 30, 2025		635,967			937,557			8,699,510			953,014			17,330,613			28,556,661			3,377,689			31,934,350

Note (a)

Included in the additions are miners and other assets amounting to $678,138 (2024 - $119,000) received from one of the customers as per the settlement agreement (Note 23).


	Page 36 of 54

BITZERO BLOCKCHAIN INC.

Revised

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

20.

RIGHT-OF-USE ASSETS

Exanorth AS previously held a right-of-use asset arises from a contract to lease equipment to be deployed and utilized at the data mining center. This right-of-use asset was depreciated using straight-line method from the commencement date of the lease to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, which is 34 months. This lease was cancelled as part of the settlement agreement with the customer during the period ended September 30, 2025.

The Company's right-of-use assets also includes office leases entered into by Bitzero ND I, LLC and Bitzero ND II, LLC. These office leases are for the North Dakota office space locations which have been leased for a period of 60 months. The lease for Bitzero ND II, LLC was cancelled during the year ended September 30, 2024. The lease for Bitzero ND I LLC was cancelled during the year ended September 30, 2025, resulting in a loss of $113,089.

The following tables summarize the Company’s right-of-use assets:

	Opening		Additions			Closing
2025	balance		(dispositions)			balance
		$		$			$

COST
Transformer housing and container for Exanorth		2,485,297		(2,485,297	)		—
Office space for ND I		289,133		(289,133	)		—
Office space for ND II		—		—			—
		2,774,430		(2,774,430	)		—

ACCUMULATED AMORTIZATION
Transformer housing and container for Exanorth		1,719,554		(1,719,554	)		—
Office space for ND I		118,217		(118,217	)		—
Office space for ND II		—		—			—
		1,837,771		(1,837,771	)		—

NET BOOK VALUE
Transformer housing and container for Exanorth		765,743		(765,743	)		—
Office space for ND I		170,916		(170,916	)		—
Office space for ND II		—		—			—
		936,659		(936,659	)		—


	Page 37 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

20.

RIGHT-OF-USE ASSETS (CONT’D)

2024	Opening balance		Additions (dispositions)			Closing balance
		$		$			$
COST
Transformer housing and container for Exanorth		2,485,297		—			2,485,297
Office space for ND I		289,133		—			289,133
Office space for ND II		262,632		(262,632	)		—
		3,037,062		(262,632	)		2,774,430
ACCUMULATED AMORTIZATION
Transformer housing and container for Exanorth		808,152		911,402			1,719,554
Office space for ND I		60,391		57,826			118,217
Office space for ND II		61,280		(61,280	)		—
		929,823		907,948			1,837,771
NET BOOK VALUE
Transformer housing and container for Exanorth		1,677,145		(911,402	)		765,743
Office space for ND I		228,742		(57,826	)		170,916
Office space for ND II		201,352		(201,352	)		—
		2,107,239		(1,170,580	)		936,659

21.

RELATED PARTY DISCLOSURES

(a)

Key management personnel transactions

Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly, and includes Chief Executive Officer, Chief Financial Officer, Chief Technical Officer. Amounts owing to related parties consists of amounts due to key management.

During the years ended September 30, 2025 and 2024, key management personnel compensation consisted of short-term and long-term benefits and remuneration, and was classified as follows:

	2025		2024
		$		$
Total compensation paid to key management		1,714,860		223,481
Share-based payments		10,200,000		4,879,221
		11,914,860		5,102,702

Page 38 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

21.

RELATED PARTY DISCLOSURES (CONT’D)

(a)

Key management personnel transactions (cont’d)

As of September 30, 2025 and 2024, amounts due to related parties consisted of the following:

	2025		2024
		$		$
Balances included in accounts and other payables		95,758		213,119
Related party advances		150,794		66,950
Convertible debentures		1,568,220		1,364,013

The balances are unsecured, due on demand and bear no interest, unless otherwise disclosed.

(b)

Key management dispute

The Company filed a lawsuit against its former CEO, for employment-related matters. The former CEO has filed a countersuit for damages against the Company. The likelihood and magnitude of the amounts in dispute are not determinable as at the date of these consolidated financial statements and, as such, no provision has been recorded thereon.

(c)

Convertible debentures

On August 10, 2021, the Company obtained an unsecured convertible loan from the Company’s CEO, (“CEO Loan”), in the principal amount of $1,000,000. The CEO Loan shall bear no interest prior to the maturity date. As and from the maturity date, any outstanding balance of the loan shall bear interest at an annual rate of 15% per annum, compounded semi-annually. The Company must repay the loan immediately upon the earliest of the date (the “Maturity Date”) of the occurrence of the following events: (i) the Company receiving gross funds from investors participating in the Company’s current round of equity financing totaling $10,000,000 or more, or (ii) the Company having public market value/capitalization on a recognized Canadian stock exchange of at least $50,000,000 or (iii) CEO ceasing to be the Chairman and CEO of the Company for any reason whatsoever, other than his voluntary resignation.

After the Maturity Date, the Company may also elect, at its sole discretion, to convert the amount of the loan in whole or in part into common shares of the Company at a price of CAD $0.40 per common share.

The Company allocated the proceeds of $1,000,000 as follows: first to liability component for $945,267, with the residual value to the equity component for $54,733. The debenture has not been converted or repaid subsequent to the year end.

During the year-ended September 30, 2025, interest expense of $204,208 (2024 - $183,156) was recorded on this balance.

Page 39 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

22.

BORROWINGS AND PAYABLES

(a)

Accounts and other payables

	2025		2024
		$		$
Trade payable		4,818,584		6,312,889
Accrued liabilities		2,456,989		578,127
Wages and remittances payable		34,128		16,540
Settlement amount due, current portion		1,222,364		770,630
Settlement amount due, non-current portion		1,641,501		3,038,387

The Company entered into a settlement agreement with a customer, for hosting services, relating to deposits received in advance amounting to $5.1 million approximately. The deposit related to increase in megawatt supply and related services. The Company has paid $500,000 in March 2025, $561,680 upon receipt of deposits from the Company’s energy provider, and the remaining amount in 27 monthly installments of $150,000 until July 2027; the impact of discounting amounting to $1,252,663 (2025 – nil) is presented in statement of loss and comprehensive loss as a separate line item (see Note 23 for other terms of settlement).

During the fiscal year ended September 30, 2025, the settlement amount was recalculated based on the revised repayment schedule, resulting in an impact of $44,469, which is included in the ‘(Gain) loss on contract settlement’ line in the statement of loss and comprehensive loss.

The undiscounted payment schedule, discounted value, and segregation between current and non-current portions of the settlement amount are as follows:

Year	Amount
	$
2026		1,800,000
2027		1,450,000
2028		590,688
Settlement value, undiscounted		3,840,688

Discount rate		20	%
Settlement value, discounted		2,863,865

Current portion		1,222,364
Non-current portion		1,641,501

Page 40 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

22.	BORROWINGS AND PAYABLES (CONT’D)

(b)

Lease liabilities

The Company has entered into several lease agreements in accordance with IFRS 16, Leases, pertaining to its right-of-use assets (Note 20). As of September 30, 2025, the liabilities arising from these leases were assessed as follows:

	2025			2024
		$			$
Opening aggregate lease liability		2,117,539			2,637,472
Cancellations		(2,159,539	)		(171,408	)
Interest		72,172			337,213
Repaid during the year		(30,172	)		(685,738	)
Closing aggregate lease liability		—			2,117,539

Current portion		—			1,996,027
Non-current portion		—			121,512

The weighted average incremental rates during the year ended September 30, 2025 is 15% (2024 – 15%) per annum. In November 2024, a gain of $65,628 was recorded on the cancellation of a lease. Additionally, in March 2025, a gain of $1,900,788 was recorded on the cancellation of a separate lease.

(c)	Senior secured loan

In June 2025, Bitzero Blockchain Inc. entered into a senior secured loan and guaranty agreement with a syndicate of lenders providing for up to $25 million in debt financing, to be advanced in two tranches. The initial tranche of $17,510,000 was approved and net proceeds of $16,190,944 were received on August 1, 2025, after deducting the original issue discount and professional fees.

An additional delayed draw facility of up to $8,240,000 was available at the lenders’ discretion. The lenders were not obligated to fund any delayed draw, and any advance, if elected by the lenders, was subject to: (i) timely delivery of a borrowing notice; (ii) total delayed draw borrowings not exceeding the available capacity; (iii) completion of due diligence, site visits and underwriting and receipt of credit approval; and (iv) the absence of any default or event of default at the time of funding.

The loan bears interest at the greater of: (i) Term SOFR plus 11% per annum; and (ii) 14% per annum, payable monthly in arrears. It had an original term of 36 months from closing, with principal amortization commencing six months after the initial funding date.

In connection with the financing, the Company issued warrants to the lenders entitling them to acquire, in aggregate, 25,534,792 units, consisting of 19,559,862 warrants issued as part of the first tranche and 5,974,930 warrants issued subsequent to year end as part of the second tranche, at an exercise price of $0.01 per share and expiring in five years. The warrants are subject to customary anti-dilution and ratchet provisions and may be exercised on a cash or cashless basis.

Page 41 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

22.

BORROWINGS AND PAYABLES (CONT’D)

(c)

Senior secured loan (cont’d)

The loan agreement required the Company to maintain, at all times, a minimum cash balance of $2,000,000 in one or more bank accounts subject to account control arrangements specified by the lenders. At the reporting date, the Company held $2,000,000 as cash in trust to satisfy this covenant. This amount is presented as restricted cash on the consolidated statement of financial position and was not available for general corporate purposes because its use would have caused a breach of the covenant. No portion of the required minimum balance was held in Bitcoin at the reporting date. Under the loan agreement, the requirement to maintain this balance applied for so long as the loan remained outstanding or until the covenant was amended or waived.

The loan was secured by a pledge of the $2,000,000 minimum cash balance maintained in a lender-controlled deposit account, account control agreements over specified deposit accounts, a blanket first-priority lien on substantially all assets of the Company and certain subsidiaries, first-priority pledges of 100% of the equity interests in Exanorth AS and Zetanorth AS, first-priority fixed charges over Exanorth AS assets, including a mortgage over real estate in Namsskogan, Norway, and a mortgage over North Dakota real estate owned by Bitzero ND I, LLC.

At September 30, 2025, only the 19,559,862 warrants issued in connection with the initial tranche (the “JGB First Warrants”) were outstanding. The 5,974,930 warrants issued in connection with the second tranche (the “JGB Second Warrants”) were issued subsequent to September 30, 2025 and are not included in the derivative liability recognized at September 30, 2025.

The JGB First Warrants contain provisions that may result in a variable number of common shares being issued. Accordingly, the JGB First Warrants do not satisfy the fixed-for-fixed condition in IAS 32 and are classified as derivative financial liabilities.

Derivative financial liabilities are initially measured at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in statement of loss and comprehensive loss. Where a financing comprises a host debt instrument and a derivative component, the derivative component is initially recognized at fair value and the residual net proceeds are allocated to the host debt. The host debt is subsequently measured at amortized cost using the effective interest method.

The fair value of the JGB First Warrants was determined by an independent valuation specialist using a binomial option-pricing model. The significant inputs at initial recognition included an estimated share value of $0.40, an exercise price of $0.01, an expected term of 5.40 years, expected volatility of 115%, a risk-free interest rate of 3.83% and an expected dividend yield of nil.

The fair value of the JGB First Warrants was $7,716,025 at initial recognition on June 27, 2025. The warrants were remeasured at September 30, 2025 and their fair value remained materially comparable to the initial fair value.

The JGB First Warrant derivative liability is classified within Level 3 of the fair value hierarchy. Changes in the estimated share value, expected volatility and other significant valuation inputs could result in a higher or lower fair value.

Page 42 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

22.

BORROWINGS AND PAYABLES (CONT’D)

(c)

Senior secured loan (cont’d)

The consolidated financial statements issued on January 28, 2026 is updated to provide detailed information about the warrants issued and reflect the carrying amounts of the host debt and the JGB First Warrant derivative liability which is as follows:

	Host debt			JGB First Warrant derivative		Total
	$			$		$
Balance, September 30, 2024		—			—		—
Proceeds		16,190,944			—		16,190,944
Classification of warrants – FVTPL		(7,716,025	)		7,716,025		—
Interest		715,410			—		715,410
Accretion		45,936			—		45,936
Principal repayments		—			—		—
Interest payments		(715,410	)		—		(715,410	)
Balance, September 30, 2025		8,520,855			7,716,025		16,236,880
Current portion		1,554,867			7,716,025		9,270,892
Non-current portion		6,965,988			—		6,965,988

The following table presents the contractual undiscounted principal balance and does not represent the carrying amount of the host debt:

	Amount
		$
Loan balance, undiscounted, September 30, 2024		—
Additions		17,510,000
Payments		—
Loan balance, undiscounted, September 30, 2025		17,510,000

2026		2,100,000
2027		4,200,000
2028		11,210,000
Loan balance, undiscounted, September 30, 2025		17,510,000

Subsequent to September 30, 2025, the Company completed the delayed draw, issued the JGB Second Warrants and amended the loan documents to add lender conversion rights. The JGB Second Warrants and lender conversion rights did not exist at September 30, 2025 and are not included in the derivative liability presented above. Further information regarding the delayed draw is provided in Note 28(f).

Page 43 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

22.

BORROWINGS AND PAYABLES (CONT’D)

(c)

Senior secured loan (cont’d)

The consolidated financial statements originally issued on January 28, 2026 have been amended and restated to reflect the accounting for and presentation of the JGB First Warrants. In the originally issued financial statements, the full carrying amount of the financing of $16,236,880 was presented as a senior secured loan, and no separate derivative liability was recognized for the JGB First Warrants due to the delay in signing the finalized documents. In the amended and restated financial statements, $7,716,025 is recognized as a current derivative financial liability measured at fair value through profit or loss, and the remaining $8,520,855 is presented as the carrying amount of the host debt measured at amortized cost. Accordingly, as at September 30, 2025, current liabilities increased by $7,716,025 and non-current liabilities decreased by the same amount, with no change to total liabilities, total assets, shareholders’ equity, net loss and net cash flow from operating activities. As the fair value of the JGB First Warrants at September 30, 2025 remained materially consistent with their fair value at initial recognition, no remeasurement gain or loss was recognized for the period.

On August 6, 2026, the Company repaid the outstanding senior secured loan principal of $22,375,000 and accrued interest of $45,700. The repayment resulted in the release of the related liens and security interests over the Company’s assets.

23.

ACCOUNTS RECEIVABLE

In March 2025, Exanorth entered into a settlement agreement with a customer, as described in Note 22(a). Under this agreement, an amount of $3,064,555, corresponding to the invoiced amounts excluded VAT, was written off as a provision for settlement in fiscal 2024. As part of the terms of the settlement, Exanorth received equipment valued at $678,138 in March 2025.

The remaining balance of $831,187, relating to VAT previously charged, was recognized as a receivable as at September 30, 2024, and was fully collected by September 30, 2025.

For the year ended September 30, 2025, the Company recognized trade receivables of $993,579. Included in trade receivables was $766,857, of which $613,486 was recognized in change in provision for uncollectible receivables.

	Amount
		$
Total outstanding invoiced balance (incl. VAT)		4,149,719
Allocated to mining assets and VAT recoverable		(119,000	)
Loss on settlement		(134,977	)
Provision for settlement		(2,386,417	)
Balance as at September 30, 2024		1,509,325
Receipt of equipment		(678,138	)
Collection of VAT receivable		(831,187	)
Trade receivable		993,579
Provision for uncollectible receivables		(613,486	)
Balance as at September 30, 2025		380,093

Page 44 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

24.

EQUITY

(a)

Authorized share capital

The Company is authorized to issue an unlimited number of common shares, with no par values.

Share issuances	Shares		Share capital
		#		$
Balance as at September 30, 2023		309,582,563		76,931,052

June 4, 2024		7,000,000		1,160,853
September 6, 2024		1,000,000		200,000
September 11, 2024		—		—
September 12, 2024		15,379,100		3,370,541
		23,379,100		4,731,394
Balance as at September 30, 2024		332,961,663		81,662,446

September 11, 2024		12,500,000		2,500,000
September 19, 2024		1,500,000		300,000
September 24, 2024		500,000		100,000
October 02, 2024		3,000,000		657,490
October 17, 2024		1,250,000		250,000
October 21, 2024		3,500,000		700,000
November 28, 2024		265,000		53,000
December 11, 2024		2,750,000		550,000
December 16, 2024		1,500,000		300,000
February 12, 2025		10,000,000		2,000,000
February 14, 2025		22,500,000		4,500,000
February 20, 2025		500,000		100,000
April 01, 2025		1,983,602		794,335
July 03, 2025		2,000,000		400,000
July 28, 2025		63,908		38,345
July 29, 2025		28,500,000		5,700,000
August 11, 2025		544,245		217,698
August 12, 2025		252,068		100,827
August 21, 2025		225,437		90,175
		93,334,260		19,351,870
Balance as at September 30, 2025		426,295,923		101,014,316

(b)

Issued and outstanding share capital

During the year ended September 30, 2025, the Company issued 93,334,260 new shares (2024 – 23,379,100), increasing its share capital by $19,351,870 (2024 - $4,731,394).

Page 45 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

24.

EQUITY (CONT’D)

(b)

Issued and outstanding share capital (cont’d)

Details regarding the 2025 shares issuances are as follows:

	Shares		Price		Proceeds		Share capital
		#		$		$		$
Subscriptions		36,536,750		0.21		7,511,700		7,511,700
Exercise of RSUs		54,000,000		0.20		n/a		10,857,490
Advisory shares		750,000		0.20		n/a		150,000
Exercise of options		1,983,602		0.05		99,179		794,335
Legal settlement		63,908		n/a		n/a		38,345
		93,334,260				7,610,879		19,351,870

(c)

Options

The Company has a stock option plan (the “Stock Option Plan") under which the Board of Directors may grant to directors, officers, employees and technical consultants to the Company non-transferable options to purchase common shares, exercisable for periods of 3 to 5 years from the date of the grant.

A summary of the stock options is as follows:

	Number		Weighted-average exercise price		Amount
	#			$		$
Balance, September 30, 2023	31,558,255			0.28		5,433,466
Granted, July 7, 2024	500,000			0.20		109,247
Cancelled	(20,994,320	)		0.34		(2,638,325	)
Balance, September 30, 2024	11,063,935			0.16		2,904,388
Exercised	(1,983,602	)		0.05		(695,155	)
Balance, September 30, 2025	9,080,333			0.19		2,209,233
Exercisable	8,580,333			0.19		2,000,806

2024 Vesting Conditions	Options outstanding		Weighted- average exercise price		Weighted- average remaining life
		#		$		$
Immediately		4,113,935		0.05		1.60
1/3 per year from grant date		3,050,000		0.05		1.60
Immediately		1,700,000		0.40		2.78
Immediately		1,500,000		0.40		2.43
Immediately		200,000		0.40		2.50
Subsidiary reaches revenue of EUR 4 million		500,000		0.20		4.69
Outstanding, September 30, 2024		11,063,935		0.16		2.05
Exercisable, September 30, 2024		10,563,935		0.16		1.93

Page 46 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

24.

EQUITY (CONT’D)

(c)

Options (cont’d)

2025 Vesting Conditions	Options outstanding		Weighted- average exercise price		Weighte- average remaining life
		#		$		$
Immediately		5,530,333		0.27		1.47
1/3 per year from grant date		3,050,000		0.05		0.85
Subsidiary reaches revenue of EUR 4 million		500,000		0.20		3.94
Outstanding, September 30, 2025		9,080,333		0.19		1.40
Exercisable, September 30, 2025		8,580,333		0.19		1.25

25.

CONTINGENT LIABILITIES

In addition to the matter outlined in Note 21, the Company is involved in the following legal proceedings.

The Company filed a lawsuit against its former CEO, for employment-related matters. The Company seeks to cancel the issuance of shares and other equity instruments in the Company. The former CEO has filed a countersuit for damages against the Company. The likelihood and magnitude of the amounts in dispute are not determinable as at the date of these consolidated financial statements and, as such, no provision has been recorded thereon.

On February 7, 2024, a lawsuit was filed in North Dakota against the Company alleging breach of an unsigned employment contract, with claims totaling $1,258,567 plus interest and costs. The Company is contesting the matter, and the outcome cannot presently be determined.

On May 14, 2025, a construction lien dispute was filed in North Dakota seeking $131,545 for work performed prior to the Company’s property acquisition. The claim has since been settled, pursuant to an agreement signed on October 29, 2025. For further details, refer to Note 28(e).

Management has concluded that the outcome of these proceedings, with the exception of the matter settled on October 29, 2025, cannot be determined and no provisions have been recorded.

26.

FINANCIAL INSTRUMENTS

(a)

Classes and categories of financial instruments and their fair values

The following table combines information about: (i) Classes of financial instruments based on their nature and characteristics, (ii) The carrying amounts of financial instruments, (iii) Fair values of financial instruments, and (iv) Fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.

Page 47 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

26.

FINANCIAL INSTRUMENTS (CONT’D)

(a)

Classes and categories of financial instruments and their fair values (cont’d)

Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable: (i) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities, (ii) Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices), and (iii) Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial assets

2025	Level	FVTPL - mandatorily measured		FVOCI		FVOCI - designated		Amortized cost
			$		$		$		$
Restricted cash	N/A		—		—		—		2,000,000
Accounts receivable	N/A		—		—		—		380,093
Cash held in trust	N/A		—		—		—		2,973,500
Cash and cash equivalents	N/A		—		—		—		2,501,986
			—		—		—		7,855,579

2024	Level	FVTPL - mandatorily measured		FVOCI		FVOCI - designated		Amortized cost
			$		$		$		$
Accounts receivable	N/A		—		—		—		1,509,325
Cash and cash equivalents	N/A		—		—		—		687,226
			—		—		—		2,196,551

Page 48 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

26.

FINANCIAL INSTRUMENTS (CONT’D)

(a)

Classes and categories of financial instruments and their fair values (cont’d)

Financial liabilities

2025	Level		FVTPL - designated		FVTPL - mandatorily measured		Amortized cost
		#		$		$		$
Accounts and other payables		N/A		—		—		7,309,701
Settlement liability		N/A		—		—		2,863,865
Contingent consideration payable		Level 3		—		1,760,547		—
Lease liability		N/A		—		—		—
Related party advances		N/A		—		—		150,794
Loans payable		N/A		—		—		8,520,855
Convertible debentures		Level 3		—		—		1,568,220
Derivative liability		Level 3		—		7,716,025		—
				—		9,476,572		20,413,435

2024	Level	FVTPL - designated		FVTPL - mandatorily measured		Amortized cost
	#		$		$		$
Accounts and other payables	N/A		—		—		6,907,556
Settlement liability	N/A		—		—		3,809,017
Contingent consideration payable	Level 3		—		1,760,547		—
Lease liability	N/A		—		—		2,117,539
Related party advances	N/A		—		—		66,950
Convertible debentures	N/A		—		—		1,364,013
			—		1,760,547		14,265,075

(b)

Transfers

There were no transfers between Level 1, 2 and 3 during the current or prior year.

(c)

Financial risk management

The Company has exposure to credit risk, liquidity risk, and market risk arising from financial instruments. Management considers credit risk and market risk to be low.

Risk management framework

The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has established the risk management committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the board of directors on its activities.

Page 49 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

26.

FINANCIAL INSTRUMENTS (CONT’D)

(c)

Financial risk management (cont’d)

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on liabilities (other than trade payables) over the next 60 days.

The Company also monitors the level of expected cash inflows on trade and other receivables, together with the expected outflows on trade and other payables.

The Company's exposure to liquidity risk is $29,890,007 as at September 30, 2025 (2024 – $16,025,622), for which the Company has cash of $5,475,486 on hand to satisfy its liabilities (2024 – $687,226). There have been no changes to the method for managing liquidity risk.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. In order to reduce its credit risk, the Company reviews a new customer's credit history before extending credit and conducts regular reviews of its existing customers' credit performance. Allowance for doubtful accounts of $613,486 was recorded in 2025 (2024 - $nil) (see Note 23).

Cash and cash equivalents and restricted cash are held with reputable financial institutions. Counterparty exposure is monitored and considered low. Cash held in trust represents amounts held with the Company's lawyers which is restricted as per the loan agreement and are current in nature. Digital currencies are not financial assets and are outside expected credit loss measurement. Credit exposure is considered low as the Company extracts digital currencies from its mining pool on a daily basis. Prepaids and deposits consist of advances to vendors and refundable deposits. Counterparties are assessed and monitored, and no loss allowance has been recognized.

Page 50 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

26.

FINANCIAL INSTRUMENTS (CONT’D)

(c)

Financial risk management (cont’d)

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency rate risk, interest rate risk and other price risk. The Company is mainly exposed to interest rate and currency risk.

Foreign currency risk

The Company is exposed to foreign currency risk primarily through its operations in multiple jurisdictions and transactions denominated in currencies other than its functional currency. Foreign currency risk arises from recognized assets and liabilities, as well as future commercial transactions that are denominated in a currency different from the functional currency of the Company entities. The Company monitors its exposure to foreign currency risk on an ongoing basis and uses derivative financial instruments, such as forward exchange contracts, to hedge significant foreign currency exposures when considered appropriate and as when required. The effectiveness of these hedging instruments is assessed regularly. However, the Company does not hedge all of its foreign currency exposures, and fluctuations in exchange rates could have a material impact on the Company’s financial performance and position.

Interest rate risk

The Company’s exposure to interest rate risk arises primarily from its variable-rate borrowings and lease liabilities. Changes in market interest rates can affect the Company’s interest expense and the value of its financial liabilities. To manage interest rate risk, the Company may enter into interest rate swap agreements to convert variable-rate debt into fixed-rate debt, thereby reducing exposure to fluctuations in interest rates. Management regularly reviews the interest rate exposure and considers the potential impact of interest rate movements on its financial performance. However, there can be no assurance that these measures will fully mitigate the impact of interest rate fluctuations.

Digital currency risk

The Company is exposed to digital currency risk due to its holdings and transactions in cryptocurrencies. Digital currency risk arises from the volatility in the market prices of cryptocurrencies, which can fluctuate significantly due to various factors, including market demand, regulatory developments, and macroeconomic trends.

The Company manages its digital currency risk by monitoring market conditions and may engage in hedging activities, such as entering into derivative contracts, to mitigate the impact of adverse price movements. However, given the inherent volatility and the relatively nascent nature of digital currency markets, there remains a significant risk that the value of the Company’s digital assets could experience substantial fluctuations, which could materially affect the Company’s financial performance and position.

Page 51 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

26.

FINANCIAL INSTRUMENTS (CONT’D)

(c)

Financial risk management (cont’d)

Custody risk

The Company mines digital assets through a pool and transfers rewards from the pool to Company-controlled private wallets on a daily basis, and safeguards these holdings through a tiered wallet structure. Transactions are subject to segregation of duties and role-based approvals. Private keys are generated in controlled environments with encrypted, geographically separated backups and periodically refreshed. The Company does not use a third-party custodian to hold digital assets and exposure to the pool is minimized through daily withdrawals and monitoring. Wallet activity is reconciled and reviewed by management.

Loss of access risk

The loss of access to the private keys associated with the Company’s Bitcoin holdings may be irreversible and could adversely affect an investment. An amount of Bitcoin is spendable only by whoever possesses the private key associated with the address on which the Bitcoin is held. To the extent a private key is lost, destroyed, or otherwise compromised, and no backup is accessible, the Company may be unable to access the associated Bitcoin. To mitigate this, the wallets are designed such that no single key, device, or individual is critical, encrypted back-ups and/or key-share arrangements are maintained in secure locations to enable controlled recovery.

Management reviews recoverability regularly. As of September 30, 2025, 7.61 Bitcoin equivalent to $753,211 is held in private wallets (September 30, 2024 – 38.01 Bitcoin equivalent to $2,490,936)(Note 13).

27.

CAPITAL MANAGEMENT

The Company defines capital as its equity. The Company's objective when managing capital is: (i) to safeguard the ability to continue as a going concern so that it can continue to provide returns to shareholders and benefits to other stakeholders; and (ii) to provide an adequate return to shareholders by obtaining an appropriate amount of financing commensurate with the level of risk. The Company sets the amount of capital in proportion to the risk. The Company manages its capital structure and adjusts in light of the changes in economic conditions and the characteristic risk of underlying assets.

To maintain or adjust the capital structure, the Company may repurchase shares, return capital to shareholders, issue new shares, or sell assets to reduce debt. The Company is not subject to any externally imposed capital requirements. The Company’s objective is met by retaining adequate liquidity to provide for the possibility that cash flows from assets will not be sufficient to meet operational, investing, and financing requirements. There have been no changes to the Company's capital management policies during the year ended September 30, 2025 and 2024.

Page 52 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

28.

SUBSEQUENT EVENTS

(a)

Private placements

In October 2025, the Company closed brokered private placements totaling 2,937,500 units for gross proceeds of $1,175,000. Each unit comprises one convertible debenture and one common share purchase warrant. The convertible debentures bear interest at 15 percent per annum from issuance to the earlier of holder-elected conversion or three years from the date of issuance and are convertible into one common share at $0.40 per share. Each warrant entitles the holder to acquire one common share at an exercise price of $0.50 per share for two years from the date of issuance.

Subsequent to year end, the Company closed a brokered private placement totaling 3,750,000 units for gross proceeds of $1,500,000. Each unit comprises one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of $0.40 per share for 2 years from the date of issuance.

(b)

Issuance of RSUs

In October 2025, the Company granted 1,000,000 RSUs at a stated price of $0.40 per unit, with each unit being convertible into one common share upon exercise by the holder. The RSUs vested upon completion of the reverse takeover of the Company.

(c)

Issuance of convertible debt

In October 2025, the Company issued convertible debentures for gross proceeds totalling $2,853,990. The convertible debenture entitles the holder to interest at 10% per annum on the subscribed amount from the date of its issuance to the earlier of: (i) its conversion at the sole discretion of the holder, or (ii) 18 months after its issue date. Each convertible debenture converts at $0.40 per common share of the Company.

(d)

Contingent consideration

Subsequent to the reporting date, there have been no changes to status of the settlement with a shareholder. The contingent consideration described in Note 14 remains outstanding, the SPA has not been executed, the kr 2,000,000 ($190,335) cash payment has not been made, and the transfer of KlimaCloud shares has not occurred.

(e)

Settlement of claims

Subsequent to period end, on October 29, 2025, Bitzero entered into a settlement agreement resolving the construction lien dispute filed on May 14, 2025 in North Dakota (Note 25). Under the settlement, Bitzero is obligated to pay $110,000, which represents full and final settlement of the claim.

Page 53 of 54

BITZERO BLOCKCHAIN INC.

Notes to the consolidated financial statements

(Expressed in United States Dollars, unless otherwise noted)

For the years ended September 30, 2025 and 2024

Revised

28.

SUBSEQUENT EVENTS (CONT’D)

(f)

Senior secured loan – subsequent draw

Subsequent to the year end, the Company drew the second tranche under the senior secured loan and guaranty agreement entered into in June 2025. The Company received gross proceeds of $8,245,000 (the delayed draw facility), less applicable original issue discount and fees, in accordance with the loan agreement terms.

(g)

Go-public transaction

In November 2025, Bitzero completed a go-public transaction in Canada structured as a triangular amalgamation under the Business Corporations Act (British Columbia) with WBM Capital Corp. (“WBM”) and its wholly owned subsidiary, 1555476 B.C. Ltd (“Subco”), pursuant to an amalgamation agreement dated November 3, 2025. Under the Amalgamation Agreement, Bitzero amalgamated with 1555476 B.C. Ltd. to form a new corporation that became a wholly owned subsidiary of WBM.

All issued and outstanding Bitzero common and non-voting shares were exchanged for fully-paid and non-assessable WBM common and non-voting shares on the basis of ten Bitzero shares for one WBM share. Outstanding Bitzero options, RSUs and warrants were adjusted to provide rights to acquire WBM common shares in accordance with their terms.

As control of the combined entity resides with the former owners of Bitzero, the transaction is accounted for as a reverse acquisition with Bitzero as the accounting acquirer and WBM as the accounting acquiree. The transaction will be accounted for in accordance with IFRS 2, with any excess of the fair value of the deemed consideration over the fair value of WBM’s identifiable net assets recognized as a listing expense in profit or loss in the period of closing.

On November 24, 2025, Bitzero’s common shares began trading on the Canadian Securities Exchange under the ticker “BITZ.U”.

Page 54 of 54

Exhibit 99.6

BITZERO BLOCKCHAIN INC.

Management’s Discussion and Analysis

For the year ended September 30, 2025

Revised

(expressed in United States Dollars, unless otherwise stated)

As revised and re-approved by the Board of Directors on September 9, to reflect the Company’s

audited consolidated financial statements for the year ended September 30, 2025 as subsequently

revised (see Note 22(c) to those financial statements).

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

1.

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (this “MD&A”) provides a review of the results of operations, financial condition and cash flows for Bitzero Blockchain Inc. (“Bitzero” or the “Company”), on a consolidated basis, for year ended September 30, 2025.

This document should be read in conjunction with the information contained in the Company’s audited consolidated financial statements and related notes for the year ended September 30, 2025 (the “2025 Annual Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board ("IASB"). Unless otherwise indicated, all dollar (“$”) and “USD” amounts and references in this MD&A are in United States dollars.

Unless otherwise stated, in preparing this MD&A the Company has taken into account information available to it up to the date of this MD&A, January 28, 2026, except as to the matters described in Note 22(c), as to which the date is September 9, 2026, being the date the Company’s board of directors (the “Board”) approved this MD&A and the corresponding financial statements pertaining to Note 22(c). All quarterly information contained herein is unaudited.

This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This MD&A contains information up to and including January 28, 2026, except as to the matters described in Note 22(c) to the corresponding financial statements, as to which the date is September 9, 2026.

2.

CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to our objectives and the strategies to achieve these objectives, expected hashrate growth and fleet efficiency; anticipated expansion of capacity at the Norwegian facility; expected economies of hosting arrangements; liquidity and capital resources; the impact of the April 2028 Bitcoin halving on mining economics; and the timing and magnitude of planned equipment purchases, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that infer actions, events or results with terminology such as “may”, “could”, “would”, “might”, “will be taken”, “occur” or “be achieved”.

Forward-looking information is provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and, therefore, the reader is cautioned that such information may not be appropriate for other purposes.

Forward-looking information is based upon numerous assumptions and is subject to a number of known and unknown risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors that are discussed in greater detail under “Risk Factors and Uncertainties”.

Page 2 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

2.

CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION (CONT’D)

Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, readers are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Certain assumptions were made in preparing the forward-looking information concerning availability of capital resources, business performance, market conditions, and customer demand.

Forward looking information is based on the following material factors and assumptions: (i) average BTC prices and transaction fees within management’s planning ranges; (ii) network difficulty consistent with recent trends; (iii) stable access to competitively priced hydroelectric power and grid availability in NO4; (iv) fleet uptime and curtailment consistent with historical performance and grid flexibility agreements; (v) the availability of mining equipment on disclosed timelines and budget; (vi) hosting customer demand and adherence to contractual terms. Actual results may differ materially due to risks and uncertainties described under “Risk Factors and Uncertainties”.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation.

Forward-looking information is subject to the risks and uncertainties described under “Risk Factors and Uncertainties” in this MD&A. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and we do not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

3.

OVERVIEW AND SIGNIFICANT EVENTS

(a)

General information

Bitzero Blockchain Inc. (the "Company" or "Bitzero"), was incorporated under the laws of the Province of British Columbia on April 16, 2021. The Company’s registered office is located at 925-1000 Cathedral Place, West Georgia Street, Vancouver, British Columbia V6C 3L2 Canada.

Bitzero has cryptocurrency mining activities in Norway, solely focused on the mining of the bitcoin (“Bitcoin”). The business of Bitcoin mining focuses on the utilization of specialized equipment to solve complex computational problems to validate transactions on the Bitcoin blockchain and receiving Bitcoin in return for successful services.

These mining activities are conducted by Exanorth AS (“Exanorth”), a Norwegian limited liability entity controlled by Bitzero Blockchain Inc., which holds a data center in Norway (the “Data Center”) for the provision of data processing services for the mining of digital currency.

Page 3 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(b)

Basis of consolidated reporting (cont’d)

The consolidated financial statements include the accounts of the Company and subsidiaries. Subsidiaries are entities controlled by the Company. The financial transactions of subsidiaries are included in the consolidated financial statements from the date control is obtained. Control occurs when the Company is exposed to, or has the right to, variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee. Intercompany balances, transactions, income, and expense are eliminated and gains or losses on intercompany transactions are eliminated. Where the Company does not own 100% of the subsidiary or associate, non-controlling interest is classified as a component of equity. The accounting policies of subsidiaries are the same as those of the Company.

Subsidiary	Ownership at 30-Sep-25	Ownership at 30-Sep-24	Country of incorporation
Exanorth AS	100%	100%	Norway
Bitzero Inc.	100%	100%	Barbados
Bitzero ND I	100%	100%	United States
Bitzero ND II	100%	100%	United States
Zetanorth AS	100%	0%	Norway
Bitzero Finland Oy	100%	0%	Finland

(c)

Description of the business

Data centers are physical facilities that are used to house computer systems and associated components, IT infrastructure, critical applications, and data for applications and services. Data centers can be used for a variety of purposes and support the needs of large-scale applications, including but not limited to Bitcoin mining, cloud computing, web hosting, processing large data sets, providing the foundation for artificial intelligence, machine learning, and more. Data center designs are based on computing and networking solutions and include components such as routers, switches, firewalls, storage systems, and more.

Bitcoin mining is the process by which new Bitcoins are created and transactions are verified and added to the public ledger known as the Bitcoin Blockchain (the “Blockchain”). Mining is conducted by miners using hardware and software to generate a cryptographic number that is equal to or less than a number set by the Bitcoin network’s algorithm. Bitcoin self-mining refers to the process by which a miner validates Bitcoin transactions and adds them to the Blockchain ledger without relying on a trusted third party.

“Hashrate” is a measure of the computational power used in the mining process of cryptocurrencies, it indicates how many hash functions a miner can perform per second. Generally, the higher the Hashrate, the more attempts a miner can make to add new blocks to the Blockchain. Bitcoin Hashrates are generally measured through exahashes per second (EH/S); one exahash equals 1018 hashes, which means EH/S indicates how many quintillion hash calculations can be performed in one second. EH/S represent high levels of computational power associated with large-scale mining operations or data centers.

Page 4 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(c)

Description of the business (cont’d)

Data center hosting is a service where companies and organizations store and manage their IT infrastructure in third-party data centers, enabling them to use the same the services, features, and capabilities of a data center without building their own infrastructure. Data center hosting comes in various forms, including the following: (i) dedicated hosting: a client rents an entire server, giving them full control over its resources; (ii) shared hosting: multiple clients share the same server and its resources, making it more cost-effective but with limited control; (iii) virtual private server hosting: a server is divided into multiple servers, offering more control and resources than shared hosting; and (iv) cloud hosting: resources are distributed across multiple servers, allowing for scalability and flexibility.

Bitzero was created to disrupt and innovate in the Blockchain and data center spaces to move markets away from unsustainable data and mining practices. It is engaged in the development and operation of data centers and related energy infrastructure, Bitcoin self-mining, and high performance computing (“HPC”) hosting.

Bitzero’s primary objective is to address the increasing demand for IT energy infrastructure driven by the growth of Blockchain technology and other HPC applications by leveraging advanced technology and energy-efficient solutions. By creating harmony with local authorities, investors, and customers, Bitzero aims to become a leader in Blockchain mining and HPC hosting in a sustainable fashion and set a new global standard for best practices in clean energy sourcing, heat capture, and sustainability within local communities.

The Company’s strategic objective is to become a leader in sustainable blockchain mining and high-performance computing hosting, leveraging advanced technology and energy-efficient solutions.

(d)

Products and services

Exanorth owns a 50,000 square meter property in Norway (the “First Norway Property”), powered 100% by hydroelectric energy, and is in the low-cost NO4 region of Norway where it benefits from cooler temperatures, proximity to network lines including polar cables, and on-site security. The First Norway Property has infrastructure optimized for very low carbon displacement, given that is powered by 100% hydro energy.

On February 21, 2024, Exanorth entered into a flexibility services agreement (the “Flexibility Services Agreement”) in connection with its First Norway Property. Through the Flexibility Services Agreement, Exanorth adjusts energy usage at the First Norway Property to stabilize the power grid. When Exanorth engages in stabilization efforts, it is compensated under the terms of the Flexibility Services Agreement while also supporting sustainability.

The First Norway Property provides Bitzero with an advantageous location for cryptocurrency mining for the following key reasons: (i) Norway is committed to large scale expansion of data center businesses; (ii) low temperatures reduce server cooling costs, significantly lowering the dependency on excessive energy use; (iii) clean outside air limits the maintenance required to keep machines in working condition; (iv) the First Norway Property is located next to the local power grid which supplies energy to the Data Center located in Norway. Since the grid is so close to the First Norway Property, the grid fee is low, and energy produced is conserved; (v) fast and reliable internet connection enables dependable communications; and (vi) hydropower accounts for 90% of Norwegian electricity production, which is considered to be the cheapest source of renewable energy.

Page 5 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(d)

Products and services (cont’d)

The First Norway Property has approximately 320MW total capacity. 40MW of active capacity at the First Norway Property is being used by the Data Center in Norway, and the remaining capacity is expected to be activated through development and grid updates in two phases. Exanorth intends to expand active capacity at the First Norway Property over the coming months and has approval to support expansion of 70MW, adding up to a total of 110MW in phase 1, with a subsequent phase expected to add 210MW, bringing total active capacity to 320MW upon completion.

In August 2024, Exanorth received approval from the Norwegian Water Resources and Energy Directorate to operate as a utility, which means that Exanorth can control the First Norway Property’s own electrical supply, and energy distribution and grid costs.

The Data Center is located on the First Norway Property. Currently, the Data Center operates as Bitzero’s self-mining revenue-generating operations and is the focal point of Bitzero’s operations.

All the Bitcoin that is self-mined at the Data Center is rewarded from the Luxor Mining Pool (as defined above) and owned by the Barbadian Subsidiary.

The Norway Data Center is powered by hydro energy and Bitcoin mining operations at the Norway Data Center have a Hashrate of 1.82 EH/S. Currently, the site has 32 containers and 11,219 miners.

ND I, LLC acquired a property located at 81^st Street, Nekoma, County of Cavelier, and State of North Dakota (the “North Dakota Property”) in July 2022 pursuant to an agreement with Cavelier County Job Development Authority dated July 18, 2022 (the “North Dakota Property Purchase Agreement”). The North Dakota Property is over 184 acres and benefits from a diversified energy mix including wind, natural gas, and grid sources, ensuring reliability and efficiency.

The North Dakota Property has total capacity of approximately 200MW-300MW. Currently, there is 2.5MW of active capacity that is immediately available but not currently being used, and further inactive capacity that can be accessed once studies are conducted, facilities are built, and investments in system upgrades are made. Additionally, on the North Dakota Property, there is an 80,000-gallon diesel tank and additional liquid storage tank, which can provide large-scale back-up power supplies, enabling the North Dakota Property to operate independently of other electrical suppliers.

The North Dakota Property houses a currently non-operational data center (the “Nekoma Pyramid”). The Nekoma Pyramid was initially built in the late 1960s with initial commissioning occurring in 1975 during the cold war. It consequently has desirable security characteristics well suited for storing highly sensitive information.

The Nekoma Pyramid’s special features and competitive advantages are summarized as follows: (i) Potential to offer customers an extremely high level of physical security due to its original design as a government defense installation, making it useful for clients with strict requirements in the areas of data protection and physical security; (ii) Fully reinforced concrete and steel, designed to protect building contents; and (iii) There are redundant power feeds available, which are built to work into the redundant power systems in datacenters and ensure that power gets delivered to all functional server components and acts as physical power supplies sample space for onsite generation and fuel storage.

Page 6 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(d)

Products and services (cont’d)

ND I, LLC and Bitzero are in the process of developing the North Dakota Property and planning the use of the Nekoma Pyramid for their operations. On August 1, 2024, ND I, LLC entered into an agency agreement with Cushman & Wakefield U.S., Inc. (the C&W Agency Agreement”). Pursuant to the C&W Agency Agreement, the North Dakota Property may be sold or leased to a third-party, or ND I, LLC may retain the North Dakota Property for its own use.

Another central component of Bitzero’s business model is Bitcoin mining. Bitzero is focused on Bitcoin mining because it is the most efficient way for Bitzero to convert energy into sustainable cash flows. This method is predictable, straightforward to manage, and not excessively capital-intensive, with relatively low upfront costs. It involves directly converting energy into cash flows through capital expenditure and infrastructural projects. Currently, all of Bitzero’s Bitcoin mining operations are conducted at the Data Center. Bitzero and its subsidiaries do not mine any other cryptocurrency assets. On December 15, 2021, the Barbadian Subsidiary entered into a data services agreement with Exanorth (the “Barbadian-Exanorth Data Services Agreement”). Pursuant to the Barbadian-Exanorth Data Services Agreement, all Bitcoin that is self-mined at the Data Center is owned by the Barbadian Subsidiary.

The process by which cryptocurrency coins or tokens are created and transactions are verified is called mining. A user or miner operates a publicly distributed mining client, which turns the user’s computer into a “node” on the network that validates blocks. In order to add blocks to the Bitcoin Blockchain, a miner must map an input data set (i.e., the Blockchain plus a block of the most recent transactions and an arbitrary number called a “nonce”) to a desired output data set of a predetermined length using an algorithm. As more miners join the network and its processing power increases, the network adjusts the complexity of the block solving equation to maintain a pace of adding a new block to the Blockchain approximately every 10 minutes. Below is further disclosure on the specific steps taken in Bitcoin mining operations, including how Bitzero currently engages in Bitcoin mining.

Bitcoin miners must first secure land with allocated energy resources, typically measured in MW. After that, the Bitcoin mining site must be prepared for site construction. At the Data Center, substantiation construction took place which required building a 40MW substation to convert high-voltage grid power to low voltage. The necessary electrical cabling was installed and then contracts with the local energy grid providers were entered into to secure fixed energy prices for 5 years. On January 1, 2023, Exanorth and an energy provider entered into two power delivery agreement (the “Energy Provider Power Agreement”), whereby the energy provider provides physical power delivery and additional services to the First Norway Property. All electricity and power supplied to the Data Center is through the energy provider through the Energy Provider Power Agreement.

Bitcoin mining containers are used so that owners and investors can move mining rigs easily. In essence, Bitcoin mining containers are shipping containers equipped with the necessary components to conduct mining operations, including power supply units, cooling systems, security measures, and fire suppression systems. Each Bitcoin mining container houses several mining computers in racks, consuming approximately 1MW of power each. The number of mining units per container varies (typically between 200 and 312), depending on the equipment. The containers include racks for miners, power distribution units (PDUs), cooling systems to maintain optimal temperatures, and fire suppression systems.

Page 7 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(d)

Products and services (cont’d)

Every 10 minutes, a new block is added to the Blockchain ledger by all the mining computing power existing in the world, comprising approximately 4,500 Bitcoin transactions. Every 10 minutes, the global Bitcoin network rewards miners with 3.125 Bitcoins. This results in a total daily reward of 450 Bitcoins for all miners combined. This reward amount halves approximately every four years (once the right block height is reached). The Bitcoin reward per unit of mining equipment is predictable at the time of purchase but varies over time based on market share. For example, if there are 9 equally powerful mining units globally and Bitzero adds one more, Bitzero would receive 10% of the daily 450 Bitcoin reward. Currently, the total network computing power is over 800 exahashes per second (EH/s), while the most efficient single miner operates at approximately 0.0002 EH/s.

Bitzero focuses on self-mining at the Data Center and earns revenue through the amount of Bitcoin mined. On May 26, 2022, Bitzero and Luxor Technology Corporation (“Luxor”) entered into a services agreement (the “Luxor Services Agreement”) pursuant to which Bitzero engaged Luxor to set up a mining pool (the “Luxor Mining Pool”) and provide maintenance of the Luxor Mining Pool on a cloud host that Luxor and Bitzero have access to. Pursuant to the Luxor Services Agreement, Luxor also shall provide maintenance of the software underlying the Luxor Mining Pool, that has the specification of a commercially standard cryptocurrency Mining Pool (the “Luxor Software”), which is licensed by Luxor to Bitzero.

The Luxor Software includes any other software intentionally delivered to Bitzero, such as updates delivered pursuant to maintenance and support services and/or hosting services provided by Luxor. The Luxor Agreement references a block reward, consistent of a combination of: (a) the amount of newly minted Bitcoins in each block as fixed by the Bitcoin protocol (the “Block Subsidy”), and (b) fees paid by users of the Bitcoin network to have their transactions included in the current block (the “Transaction Fees”. These fees are aggregated per block and typically paid out to the miner who solved the block by being combined with the Block Subsidy into one transaction output (the “Block Reward”). The aggregate Block Reward paid to all miners is aggregated for calculation purposes (the “Total Miner Reward”). Pursuant to the Luxor Services Agreement, Luxor receives 0.20% of each Total Miner Reward and Bitzero will receive the remaining 99.80% of each Total Miner Reward. Currently, the Block Subsidy of newly minted Bitcoins in each block is 3.125 Bitcoin per block.

Transaction fees are a crucial component of the Bitcoin network's incentive structure, ensuring that miners prioritize certain transactions and continue to maintain the network even after Block Rewards diminish over time.

Miners receive transaction fees as an additional incentive, supplementing the Block Reward (the newly created Bitcoins given to the miner who finds a new block). Users can attach fees to their transactions to incentivize miners to prioritize their transactions over others. Higher Transaction Fees typically result in faster confirmation times. The total Transaction Fees paid depends on the transaction size in bytes and the fee rate set by the user.

Page 8 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(d)

Products and services (cont’d)

The demand for data centers is increasing across the globe among cryptocurrency miners, cloud service providers, and artificial intelligence companies. There has been a significant increase in governmental regulation around carbon emissions from high-energy consuming data centers, including in Norway which has become a popular destination for cryptocurrency miners. Additionally, security concerns are of a high degree of importance since data centers handle extremely sensitive, large volumes of information. With these considerations, identifying new data center opportunities for Bitzero’s ecosystem partners to provide efficient and low-cost energy solutions is a core part of its business model. While Bitzero currently has the Data Center and the non-operational Nekoma Pyramid, it also is undergoing negotiations to expand its facilities in the North American and Scandinavian regions.

(e)

Acquisition of options to purchase Exanorth AS

On August 6, 2021, the Company entered into an arrangement with a third party to acquire call options on the issued and outstanding shares of Exanorth, along with various rights to lease real estate property on which Exanorth conducted its operations, for aggregate consideration of $2,969,303.

At the time of the transaction, the Company had intended to build and operate a data center for its digital currency mining operations using the infrastructure existing at Exanorth.

The Company used the Black-Scholes option pricing model to determine the fair value of the call options as follows: exercise prices of €15,504 to €65,804 (15,192 USD to 64,481 USD) per share; the expected volatility of its common shares was set at 20 to 42% using historical volatility of comparable public companies; the risk-free interest rate was set at -0.04 to 0.54% based on the yield available on government benchmark bonds; the expected life was set at 1.16 to 1.18 years; and the dividend yield was set at 0%.

As a result, the Company recorded the investment asset on account of this transaction as at and for the year ended September 30, 2021:

	2021
		$

Purchase of call options over common shares of investee		2,961,798
Fair value adjustment on call options held for the year		520,965
Foreign exchange loss component pertaining to fair value adjustment for the year		(191,420	)
		3,291,343

On October 22, 2021, Bitzero and Exakraft AS entered into a share purchase agreement, as amended on November 10, 2021, January 14, 2022, January 31, 2022, February 10, 2022, and March 1, 2022 (together, the “SPA”) through which Bitzero exercised certain call options, resulting in the Company acquiring 66% of the issued and outstanding shares of Exanorth.

Page 9 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(e)

Acquisition of options to purchase Exanorth AS (cont’d)

Aggregate consideration paid for the acquisition, along with the allocation of consideration to the fair value of net identifiable assets of Exanorth was calculated as follows:

	Note		2022
				$
Consideration transferred
Exercise of call options		(i)		3,558,595
Cash consideration		(ii)		2,547,160
Common shares issued to vendor		(iii)		2,250,000
Contingent cash consideration		(iv)		1,900,000
Deferred cash consideration				1,382,476
Settlement of pre-existing loans				1,059,746
Transaction costs				206,598
Fair value of total consideration transferred				12,904,575

(i)

The value of the call options increased from $3,291,343 as at September 30, 2021 to $3,558,595 as a result of a foreign exchange gain, refer to Note 14(a) in the financial statements.

(ii)

The cash consideration relates to the remaining 34% of the shares in Exanorth.

(iii)

As part of consideration in the acquisition, the SPA included a delivery of 5,000,000 common shares of the Company. The common shares were valued at $2,250,000 using a combination of previous equity raises and a 25% discount for lack of marketability.

(iv)

As part of consideration in the acquisition, contingent consideration was included and was the fair value was determined based on the management’s best estimate at the reporting date. The contingent consideration was subsequently revalued to $1,760,547 resulting in a gain of $139,453. As at September 30, 2025, there has been no further remeasurement, as there have been no changes in the underlying circumstances affecting the Management’s best estimate.

	Note	2022
			$
Fair value of identifiable net assets acquired
Technology infrastructure			2,872,018
Land			207,672
Cash and cash equivalents			22,092
Accounts payable			(726,426	)
Due to Bitzero			(1,080,415	)
Other liabilities			(1,039	)
Fair value of total identifiable net assets			1,293,902
Goodwill			7,603,446
Non-controlling interest			4,007,227
Total			12,904,575

Page 10 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(f)

Acquisition of Bitzero Finland Oy

On January 23, 2025, the Company purchased 100 shares of Bitzero Finland Oy (formerly Ahold XVIII Oy), domiciled in Finland, representing 100% of issued share capital of the acquiree. The Company’s intent is to expand its operations into Finland at a later date.

(g)

Senior secured loan

In June 2025, Bitzero Blockchain Inc. entered into a senior secured loan and guaranty agreement with a syndicate of lenders. The agreement provided for an initial advance of $17,510,000 and a subsequent delayed-draw facility. The Company received net proceeds of $16,190,944 from the initial advance on August 1, 2025, after deducting the original issue discount and professional fees.

The loan bears interest at the greater of Term SOFR plus 11% per annum and 14% per annum, payable monthly in arrears. The loan had an original term of 36 months, with principal amortization commencing six months after the initial funding date.

In connection with the initial advance, the Company issued warrants to the lenders on June 27, 2025 (the “JGB First Warrants”). The JGB First Warrants entitled the lenders to acquire 19,559,862 common shares on a pre-consolidation basis, representing 4% of the Company’s common shares on a fully diluted basis, at an exercise price of $0.01 per share. The warrants were exercisable for five years following completion of the Reverse Takeover.

The JGB First Warrants contain ratchet provisions under which the number of common shares issuable may increase following certain issuances of common shares, convertible securities or options below the applicable reference value. The warrants may also be exercised on a cash or cashless basis.

Because these provisions may result in a variable number of common shares being issued, the JGB First Warrants do not satisfy the fixed-for-fixed condition in IAS 32 and are classified as derivative financial liabilities.

Derivative financial liabilities are initially measured at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in profit or loss.

Where a financing comprises a host debt instrument and a derivative component, the derivative component is initially recognized at fair value and the residual net proceeds are allocated to the host debt. The host debt is subsequently measured at amortized cost using the effective interest method.

The fair value of the JGB First Warrants was determined by an independent valuation specialist using a binomial option-pricing model. The significant inputs at initial recognition included an estimated share value of $0.40, an exercise price of $0.01, an expected term of 5.40 years, expected volatility of 115%, a risk-free interest rate of 3.83% and an expected dividend yield of nil.

The fair value of the JGB First Warrants was $7,716,025 at initial recognition on June 27, 2025. The warrants were remeasured at September 30, 2025 and their fair value remained materially comparable to the initial fair value.

Page 11 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

3.

OVERVIEW AND SIGNIFICANT EVENTS (CONT’D)

(g)

Senior secured loan

The JGB First Warrant derivative liability is classified within Level 3 of the fair value hierarchy. The significant valuation inputs are disclosed above. Changes in the estimated share value and expected volatility could result in a higher or lower fair value.

The loan was secured by the $2,000,000 minimum cash balance maintained in a lender-controlled deposit account, account-control agreements over specified deposit accounts, a first-priority lien over substantially all assets of the Company and certain subsidiaries, pledges of the equity interests in Exanorth AS and Zetanorth AS, fixed charges over certain Exanorth AS assets and a mortgage over the North Dakota property owned by Bitzero ND I, LLC.

Under section 6.12 of the loan documents, as amended on October 1, 2025, the Company was subject to the following financial covenants applicable to the September 30, 2025 testing date:

●

a minimum cash balance of $2,000,000;

●

minimum trailing-three-month EBITDA of negative $750,000; and

●

minimum trailing-three-month consolidated revenue of $3,000,000.

At September 30, 2025, the full $2,000,000 minimum cash balance was maintained as restricted cash in a lender-controlled deposit account. Based on covenant calculations prepared by management, the Company assessed that it complied with each of the applicable financial covenants at September 30, 2025.

The compliance certificate for the September 30, 2025 testing date had not been delivered to the administrative agent as of s of the date these consolidated financial statements were authorized for issue. The administrative agent had not issued a notice of default or reservation of rights concerning the non-delivery. Management, in consultation with its legal advisers, concluded that the non-delivery did not affect the classification of the host debt at September 30, 2025.

Subsequent to September 30, 2025, the Company completed the delayed draw, issued the JGB Second Warrants and amended the loan documents to add lender conversion rights. These instruments did not exist at September 30, 2025 and are not included in the derivative liability presented at that date. Further information regarding the delayed draw is provided in financial statement Note 28(f).

On August 6, 2026, the Company repaid the outstanding senior secured loan principal of $22,375,000 and accrued interest of $45,700. The repayment resulted in the release of the related liens and security interests over the Company’s assets.

This MD&A is dated January 28, 2026, except as to the matters described in Note 22(c) to the Company’s audited consolidated financial statements for the year ended September 30, 2025, as to which the date is September 9, 2026, being the classification of the JGB First Warrants as a derivative liability and the subsequent repayment of the senior secured loan described below.

Page 12 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

4.

SUBSEQUENT EVENTS

(a)

Private placements

In October 2025, the Company closed brokered private placements totaling 2,937,500 units for gross proceeds of $1,175,000.

Each unit comprises one convertible debenture and one common share purchase warrant. The convertible debentures bear interest at 15 percent per annum from issuance to the earlier of holder-elected conversion or three years from the date of issuance and are convertible into one common share at $0.40 per share. Each warrant entitles the holder to acquire one common share at an exercise price of $0.50 per share for two years from the date of issuance.

Between August and October 2025, the Company closed a brokered private placement totaling 3,750,000 units for gross proceeds of $1,500,000. Each unit comprises one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of $0.40 per share for 2 years from the date of issuance.

(b)

Issuance of RSUs

In October 2025, the Company granted 1,000,000 RSUs at a stated price of $0.40 per unit, with each unit being convertible into one common share upon exercise by the holder. The RSUs vested upon completion of the reverse takeover of the Company.

(c)

Issuance of convertible debt

In October 2025, the Company issued convertible debentures for gross proceeds totaling $2,853,990. The convertible debenture entitles the holder to interest at 10% per annum on the subscribed amount from the date of its issuance to the earlier of: (i) its conversion at the sole discretion of the holder, or (ii) 18 months after its issue date. Each convertible debenture converts at $0.40 per common share of the Company.

(d)

Contingent consideration

Subsequent to the reporting date, there have been no changes to status of the settlement with a shareholder. The contingent consideration remains outstanding, the SPA has not been executed, the kr 2,000,000 ($190,335) cash payment has not been made, and the transfer of KlimaCloud shares has not occurred.

Page 13 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

4.

SUBSEQUENT EVENTS (CONT’D)

(e)

Settlement of claims

Subsequent to period end, on October 29, 2025, Bitzero entered into a settlement agreement resolving the construction lien dispute filed on May 14, 2025 in North Dakota. Under the settlement, Bitzero is obligated to pay $110,000, which represents full and final settlement of the claim.

(f)

Senior secured loan – subsequent draw

Subsequent to the year end, the Company drew the second tranche under the senior secured loan and guaranty agreement entered into in June 2025. The Company received gross proceeds of $8,245,000 (the delayed draw facility), less applicable original issue discount and fees, in accordance with the loan agreement terms. In connection with this draw, the Company issued the JGB Second Warrants to the lenders and amended the loan documents to add lender conversion rights.

(g)

Go-public transaction

In November 2025, Bitzero completed a go-public transaction in Canada structured as a triangular amalgamation under the Business Corporations Act (British Columbia) with WBM Capital Corp. (“WBM”) and its wholly owned subsidiary, 1555476 B.C. Ltd (“Subco”), pursuant to an amalgamation agreement dated November 3, 2025. Under the Amalgamation Agreement, Bitzero amalgamated with 1555476 B.C. Ltd. to form a new corporation that became a wholly owned subsidiary of WBM.

All issued and outstanding Bitzero common and non-voting shares were exchanged for fully-paid and non-assessable WBM common and non-voting shares on the basis of ten Bitzero shares for one WBM share. Outstanding Bitzero options, RSUs and warrants were adjusted to provide rights to acquire WBM common shares in accordance with their terms.

As control of the combined entity resides with the former owners of Bitzero, the transaction is accounted for as a reverse acquisition with Bitzero as the accounting acquirer and WBM as the accounting acquiree. The transaction will be accounted for in accordance with IFRS 2, with any excess of the fair value of the deemed consideration over the fair value of WBM’s identifiable net assets recognized as a listing expense in profit or loss in the period of closing.

On November 24, 2025, Bitzero’s common shares began trading on the Canadian Securities Exchange under the ticker “BITZ.U”.

5.

PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES

(a)

Presentation of financial information

Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on the Company’s Annual Financial Statements, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the interpretations of the IFRS Interpretations Committee (“IFRIC”). Unless otherwise specified, amounts are in thousands of United States dollars and percentage changes are calculated using whole numbers.

Page 14 of 46

Management’s Discussion and Analysis

(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.

Year ended September 30, 2025

5.

PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES (CONT’D)

(b)

Non-IFRS measures

In addition to the reported IFRS measures, industry practice is to evaluate entities giving consideration to certain non-IFRS performance measures, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”) or adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).

These measures are not in accordance with IFRS and have no standardized definitions, and as such, our computations of these non-IFRS measures may not be comparable to measures by other reporting issuers. In addition, Company’s method of calculating non-IFRS measures may differ from other reporting issuers, and accordingly, may not be comparable.

A reconciliation of EBITDA and Adjusted EBITDA to IFRS net income is presented below.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

EBITDA is used as an alternative to net income because it includes major non-cash items such as interest, taxes and amortization, which management considers non-operating in nature. A reconciliation of EBITDA to IFRS net income is presented under the section Results from Operations of this MD&A.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)

Adjusted EBITDA is used as an alternative to net income because it excludes major non-cash items such as amortization, stock-based compensation, current and deferred income tax expenses and other items management considers non-operating in nature. A reconciliation of adjusted EBITDA to IFRS net income is presented under section Results from Operations of this MD&A.

EBITDA and Adjusted EBITDA are used by management as inputs in our internal metrics and in evaluating our ability to satisfy the Company’s obligations. EBITDA and Adjusted EBITDA are used as alternatives to IFRS net income (loss) because it excludes major non-cash items (including depreciation and amortization, interest, taxes and share-based payments) and other items that management considers non-operating in nature.

Management believes that these measures are helpful to investors because they are widely recognized measures of Company’s performance and provides a relevant basis of comparison to other entities. In addition to IFRS results, these measures are also used internally to measure the operating performance of the Company.

(c)

New and revised IFRS accounting standards in issue but not yet effective

At the date of authorization of these consolidated financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective for the Company’s consolidated financial statements for the periods presented:

IFRS 18: Presentation and Disclosure in Financial Statements

IFRS 18 is a comprehensive new standard on presentation and disclosure that will modify the structure and content of the primary consolidated financial statements and related notes. It is expected to affect presentation and disaggregation, including new defined subtotals in the statement of profit or loss.

Page 15 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

5.

PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES (CONT’D)

(c)

New and revised IFRS accounting standards in issue but not yet effective (cont’d)

IFRS 18: Presentation and Disclosure in Financial Statements (cont’d)

Application for IFRS 18 is required for annual reporting periods beginning on or after January 1, 2027. The Company does not intend to early apply IFRS 18 and plans to apply it starting on October 1, 2027.

The Company is in the process of reviewing the impact of IFRS 18 on its consolidated financial statements in future periods.

6.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTY

In applying the Company’s accounting policies, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognized and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements, including those involving estimations, that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements.

(a)

Income taxes

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors.

The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities.

Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

(b)

Digital assets

There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining of digital assets and subsequent measurement of the digital assets held. Management has exercised significant judgment in determining appropriate accounting treatment. Management has determined that revenues should be recognized as the fair value of digital assets received in exchange for mining services on the date that digital assets are received and subsequently measured as an intangible asset. In the event authoritative guidance is enacted by the IASB, the Company may be required to change its policies which could result in a change in the Company’s financial position and earnings.

Page 16 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

6.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTY (CONT’D)

(c)

Revenues from mining of digital assets

The Company enters into contracts with mining pools and has undertaken the performance obligation of providing computing power to the mining pool in exchange for non-cash consideration in the form of digital assets. Revenue is recognized upon receipt of digital currency in exchange for its mining activities at the fair market value of the digital currency received.

Management considers the prices quoted on a digital currency exchange to be a level 2 input under IFRS 13 Fair Value Measurement. Any difference between the fair value of digital assets recorded upon receipt from mining activities and the actual realized price upon disposal are recorded as a gain or loss on disposition of digital assets.

(d)

Going concern

The Company has made significant judgments about the Company’s ability to continue as a going concern. These judgments involve considering the Company’s cash flow forecasts, financial position, market conditions, and the availability of financing. Given the volatile nature of the cryptocurrency market and the reliance on both mining and hosting revenues, management regularly assesses the Company’s liquidity and capital resources to ensure it can meet its obligations as they fall due. If future cash flows were to differ significantly from those estimates, this could have a material impact on the Company’s ability to continue as a going concern.

(e)

Valuation of right of use assets and liabilities

The valuation of right-of-use (ROU) assets and corresponding lease liabilities involves significant estimates, particularly in determining the lease term and the discount rate used to present value future lease payments.

Management’s judgment is required in evaluating whether options to extend or terminate leases are reasonably certain to be exercised, which affects the measurement of lease liabilities.

Additionally, in the absence of an implicit rate in the lease, the Company uses its incremental borrowing rate, which is determined based on the specific circumstances of the lease and the Company’s credit risk. Changes in these estimates could significantly impact the carrying amount of ROU assets and lease liabilities.

(f)

Valuation of share-based expenses

The valuation of share-based expenses requires significant judgment and estimation, particularly in determining the fair value of equity instruments granted to employees and directors. The Company uses an appropriate valuation model, such as the Black-Scholes or binomial option pricing model, which requires inputs such as the expected volatility of the Company’s share price, the expected life of the options, risk-free interest rates, and expected dividend yields. These inputs are subject to estimation uncertainty, and changes in any of these assumptions could have a material impact on the amount of share-based expenses recognized.

(g)

Impairment of non-financial assets

The Company assesses non-financial assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Determining whether an impairment has occurred requires management to estimate the recoverable amount of the assets, which is the higher of fair value less costs of disposal and value in use.

Page 17 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

6.

CRITICAL JUDGMENTS AND ESTIMATION UNCERTAINTY (CONT’D)

(g)

Impairment of non-financial assets (cont’d)

These calculations require significant judgment, particularly in estimating future cash flows, discount rates, and market conditions. Any changes in these estimates could result in material adjustments to the carrying amounts of non-financial assets.

(h)

Depreciation and useful lives of property, plant and equipment

Determining depreciation periods and residual values for property, plant and equipment requires judgment. Management assesses expected physical wear and tear, technical and commercial obsolescence, maintenance programs, and industry practice. Residual values are estimated with reference to comparable secondary-market transactions and scrap values, where relevant. These estimates are reviewed at each reporting date.

A change of one year in average useful life or a 5 % swing in estimated residual value is considered to have a materially affect on depreciation expense in a period under evaluation.

(i)

Expected credit losses and provisions

The Company estimates expected credit losses by applying professional judgement in assessing forward-looking information, including the probability of default, loss rates, and the status of customer relationships. Changes in these assumptions could materially affect the amounts recognized.

Provisions are recognized when obligations from past events are probable and can be reliably measured. The measurement of provisions requires judgement in estimating the timing and amount of future outflows and, where relevant, the selection of discount rates. Given the inherent uncertainty, actual outflows may differ from the Company’s best estimate.

7.

SELECTED FINANCIAL INFORMATION

(a)

Select annual information from the statements of profit or loss

The following table provides selected financial information from the statement of loss and comprehensive loss of the Company for the years ended September 30, 2025 and 2024:

	2025	2024
Revenue from digital assets mined	24,895,690	15,607,000
Revenue from hosting services	—	7,004,281
Direct costs	(25,189,175)	(24,387,670)
Operating expenses	(8,890,677)	(3,382,638)
Operating loss before other items	(9,184,162)	(5,159,027)
Other items	(7,364,180)	(6,119,622)
Net loss for the year	(16,548,342)	(11,278,649)
Other comprehensive loss	(2,425,201)	(2,491,601)
Total comprehensive loss	(18,973,543)	(13,770,250)

(i)

Revenue from digital assets mined

For the year ended September 30, 2025, the Company generated revenue of $24.9 million from digital assets mined, compared to $15.6 million in the prior fiscal year, representing an increase of approximately 60% year-over-year.

Page 18 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(a)

Select annual information from the statements of profit or loss (cont’d)

(i)

Revenue from digital assets mined (cont’d)

The increase in revenue was driven primarily the cessation of hosting services with mining assets previously deployed for hosting being used to generate mining revenue. Additionally, higher average Bitcoin prices, as well as by improved operational capacity and uptime at the Company’s Norwegian mining facility contributed to this growth. The additional revenues reflect a revised focus on self-mining, increased scale of operations and more efficient deployment of mining equipment relative to the prior year.

Revenue from digital asset mining is recognized at the fair value of the cryptocurrency received on the date of mining. The Company’s mining revenues remain inherently volatile, being influenced by network difficulty adjustments, global Bitcoin pricing, and transaction fee dynamics. While revenues nearly doubled in the current year, profitability from mining operations was constrained by the continued pressure of high energy and depreciation costs, resulting in negative gross margins.

The year-over-year increase highlights the Company’s reliance on Bitcoin economics and network conditions. During fiscal 2025, network difficulty rose materially, reducing the number of Bitcoin mined per unit of hash rate, though this effect was partially offset by favorable price conditions at year-end. The Company benefitted from continuous optimization of its mining fleet, including replacement of older-generation units with more efficient application-specific integrated circuit miners, which improved energy efficiency.

Management anticipates that future mining revenues will remain directly tied to prevailing Bitcoin market prices and industry-wide network difficulty. The upcoming Bitcoin halving event, expected in 2028, will reduce block rewards by 50%, potentially putting additional pressure on mining economics. This underscores the importance of ongoing efficiency gains, cost reduction strategies, and prudent capital allocation in order to sustain competitive mining operations.

(ii)

Revenue from hosting and maintenance services

Hosting revenue declined to nil for the year ended September 30, 2025, compared to $7.0 million for the year ended September 30, 2024, as hosting arrangements were wound down and settled. During the year the Company cancelled related leases and entered into a settlement with a former hosting customer, consistent with the absence of hosting revenue in this past fiscal year.

(iii)

Direct costs

Direct costs for the year ended September 30, 2025 were $25.2 million, compared to $24.4 million for the year ended September 30, 2024, representing an increase of approximately 3% year-over-year. Direct costs consist primarily of electricity costs, depreciation of mining equipment, labor and contractor fees, and facility operating expenses related to both mining and hosting operations.

The slight increase year-over-year reflects higher electricity usage and facility costs associated with expanded mining activities, together with depreciation charges arising from the Company’s significant investment in mining hardware and infrastructure. While certain efficiency initiatives reduced average power consumption per unit of hash rate, overall power requirements increased as operations scaled.

Page 19 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(a)

Select annual information from the statements of profit or loss (cont’d)

(iii)

Direct costs (cont’d)

As a result, the Company incurred gross losses of $293.5 thousand in fiscal 2025 and $1.8 million in fiscal 2024, reflecting a significant narrowing of the gross loss year-over-year. The Company’s gross margin remains particularly sensitive to electricity prices, which represent the largest single component of direct costs. Management has implemented a cost optimization strategy that includes negotiating long-term energy supply contracts, investing in newer-generation ASIC miners, and pursuing infrastructure upgrades designed to reduce power intensity.

Management expects direct costs to remain elevated in the near term as the Company continues to operate at scale and invests in next-generation mining technology. Following the April 2024 Bitcoin halving event, industry profitability has faced increased pressure due to the reduced block subsidy, emphasizing the importance of securing low-cost energy and maintaining efficient facility operations. Management remains focused on identifying opportunities for further efficiency gains and leveraging hosting revenues to offset fixed operating costs.

(iv)

Operating expenses

Operating expenses, comprising administrative expenses, marketing expenses, and finance costs, totaled $8.9 million for the year ended September 30, 2025, compared to $3.4 million in fiscal 2024, representing an increase of approximately 163% year-over-year.

Administrative expenses increased to $5.3 million in fiscal 2025 from $2.8 million in fiscal 2024. The increase reflects higher legal and consulting fees due to key restructuring and strategic initiatives undertaken in the current year, including measures related to the planned go-public transaction described in Note 4(f). Additionally, occupancy costs increased due to additional repairs and maintenance fees associated with the expansion of mining activities. Administrative expenses are expected to revert to a lower, more sustainable level following the current-year initiatives.

Finance costs increased substantially to $1.8 million in fiscal 2025 compared to $526 thousand in fiscal 2024. The increase primarily reflects interest on the senior secured loan described in Note 3(g). This was partially offset by a decrease in accrual on lease liabilities, as the Company settled certain lease arrangements. Finance costs are expected to remain a recurring expense until the Company refinances or repays its outstanding obligations.

Marketing expenses increased substantially to $1.8 million in fiscal 2025 from $46 thousand in fiscal 2024. The increase was due to targeted efforts to promote the Company prior to its planned go-public transaction and position the brand within the global cryptocurrency mining ecosystem.

Marketing costs are expected to decline to historical levels in the short term, before growing gradually in line with the Company’s business development activities and expansion plans.

The overall increase in operating expenses primarily reflects additional costs incurred in connection with the Company’s go-public and debt transactions, as well as other one-time activities. Management continues to emphasize financial discipline and efficiency while undertaking these initiatives and expanding its revenue base. While administrative and marketing expenses are expected to normalize to a lower, more sustainable level, finance costs will continue to reflect the Company’s capital structure.

Page 20 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(a)

Select annual information from the statements of profit or loss (cont’d)

(v)

Other expenses

Other expenses for the year ended September 30, 2025 totaled $7.4 million, compared to $6.1 million in fiscal 2024, representing an increase of 20% year-over-year. These items consist primarily of non-operating or non-cash charges, and therefore can vary significantly from period to period depending on share-based compensation activity, foreign exchange movements, credit loss assessments, and investment revaluations.

The largest component of other expenses in fiscal 2025 was share-based compensation, which increased to $10.2 million, compared to $4.8 million in fiscal 2024. The increase was driven by the issuance of new equity-based incentive awards to officers, directors, and employees, designed to align management and staff with long-term shareholder interests and to retain key talent within the highly competitive digital asset industry. The recognition of these costs is non-cash in nature but nevertheless represents a meaningful component of the Company’s reported loss for the year.

The Company recorded a foreign exchange gain of approximately $113 thousand in fiscal 2025, compared to a gain of $59 thousand in fiscal 2024. This change reflects the impact of exchange rate movements on monetary balances held across functional currencies. Given the international nature of operations, foreign exchange impacts are expected to remain a recurring, though unpredictable, element of results.

The Company recognized a change in provision for uncollectible receivables of $613 thousand in fiscal 2025, reflecting updated credit loss assessments. The cessation of hosting arrangements in 2025 mitigates the risk of future credit losses going forward.

Partially offsetting these costs, the Company recorded a realized gain on the sale of digital currency of $1.6 million in fiscal 2025, compared to $30 thousand in fiscal 2024, reflecting dispositions of Bitcoin during the year. The increase reflects the increased market price of Bitcoin and disposition of Bitcoin held as at the prior year’s reporting date.

Additionally, the Company recorded a net gain on contract settlements of $1.7 million related to leased asset agreements, comprising a $1.9 million gain associated with a settlement reached with a hosting customer, partially offset by a $113 thousand loss on the cancellation of two separate lease arrangements and a $45 thousand loss from remeasuring the settlement receivable based on the revised repayment schedule with the same hosting customer.

In March 2025, Exanorth entered into a settlement with another customer. Under this agreement, an amount of $3 million corresponding to the invoiced amounts excluding VAT, was written off as a provision for settlement. As part of the terms of settlement, the Company received equipment having value of $678 thousand. In 2025, the Company recorded a gain on contract settlement of $1.9 million related to the settlement of a lease liability with this customer.

Taken together, the significant swing in other expenses between the two fiscal years was almost entirely attributable to the increase in share-based compensation expense and settlement provisions. These expenses, while non-cash, reflect management’s continued use of equity incentives as a tool to attract and retain qualified individuals. By contrast, the absence of impairment charges and minimal investment revaluations limited the variability of other categories.

Page 21 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(a)

Select annual information from the statements of profit or loss (cont’d)

Management expects that share-based compensation will remain a recurring but variable expense tied to employee retention programs, while settlements losses, provisions for settlements, foreign exchange, fair value adjustments, and asset disposals will fluctuate in line with operating conditions and market factors outside of management’s control.

(b)

Select annual information from the statements financial position

The following table provides selected financial information from the statement of financial position of the Company for the years ended September 30, 2025 and 2024:

	2025	2024

Current assets	7,215,817	5,160,556
Non-current assets	35,524,901	24,690,096
Total assets	42,740,718	29,850,652

Current liabilities	21,282,518	12,865,723
Non-current liabilities	8,607,489	3,159,899
Equity	12,850,711	13,825,030
Total liabilities and equity	42,740,718	29,850,652

(i)

Current assets

As at September 30, 2025, the Company’s current assets totaled $7.2 million, compared to $5.2 million at September 30, 2024, representing an increase of approximately 40% year-over-year. The year-over-year growth was driven by a significant increase in cash and cash equivalents and cash held in trust.

Digital currency holdings decreased to $753 thousand at September 30, 2025, from $2.5 million in the prior year. This decrease reflects the change in the level of Bitcoin mined but not liquidated as at the reporting date, including conversions to cash made during the year.

Accounts receivable decreased to $380 thousand at year-end, down from $1.5 million in the prior year. This decrease is consistent with the collection and settlement of prior-year receivables, primarily associated with hosting customer balances in the prior year.

Prepaids and deposits remained relatively stable at $72 thousand in fiscal 2025, compared with $71 thousand in fiscal 2024. These balances consist primarily of prepayments for power and facility costs, insurance, and deposits required to support data center operations.

Indirect taxes recoverable increased to $535 thousand from $402 thousand, reflecting higher VAT and sales tax credits recoverable in Norway due to the expanded level of mining activities undertaken during the year.

Finally, cash and cash equivalents and cash held in trust increased to $5.5 million at September 30, 2025, from $687 thousand at September 30, 2024. The increase reflects the proceeds from additional equity and debt financing during the year, and a higher level of Bitcoin converted to cash as at the reporting date.

Page 22 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(b)

Select annual information from the statements financial position

(i)

Current assets (cont’d)

Taken together, the overall increase in current assets reflects both financing-related activity and operational growth, as evidenced by the higher balance of digital assets, cash and cash equivalents, and cash held in trust on hand.

These additions enhance the liquidity position of the Company, as the composition of current assets has shifted toward stable cash balances and from categories exposed to market volatility and collection risk, such as accounts receivable and digital currencies. Management continues to monitor both the timely collection of receivables and the valuation of digital assets to ensure that the Company maintains sufficient liquidity to support its ongoing operations.

(ii)

Non-current assets

As at September 30, 2025, the Company’s non-current assets totaled $35.5 million, compared to $24.7 million at September 30, 2024, representing an increase of approximately 44% year-over-year. The increase was primarily attributable to new capital investment in mining equipment and related infrastructure, partially offset by depreciation of existing capital assets.

The largest category of non-current assets remains property, plant and equipment, which increased to $28.4 million at September 30, 2025, from $17.1 million in the prior year. The increase reflects an increased investment in mining equipment and related infrastructure, including transfers from construction in progress and assets received under the settlement agreement with a hosting customer. This increase was partially offset by the depreciation expenses recorded during the year, as the Company continues to recognize the consumption of economic benefits from its mining servers and supporting infrastructure.

The magnitude of property, plant and equipment underscores the capital-intensive nature of the business and management continues to pursue replacement and upgrade programs designed to maintain competitiveness in terms of energy efficiency and hash rate capacity.

The balance of construction in progress decreased to $3.4 million at September 30, 2025, compared to $5.1 million in fiscal 2024. This decrease reflects the completion and deployment mining equipment and related infrastructure, as completed assets were transferred into property, plant and equipment. These capital expenditures represent management’s ongoing commitment to positioning the Company for long-term growth, as well as the Company’s ability to successfully complete and deploy ongoing projects. The Company anticipates that a portion of this balance will be transferred to property, plant and equipment in fiscal 2026 as assets are placed into service.

The carrying value of right-of-use assets declined sharply to nil from $0.9 million in the prior year. The reduction is the result of the lease cancellations and amortization, including the transfers to owned-assets where applicable. These assets primarily relate to long-term leases of data center facilities, and the decline reflects the ongoing recognition of right-of-use depreciation and reclassification of the underlying assets rather than any reduction in operational capacity.

Restricted cash increased to $2 million at September 30, 2025 up from nil in fiscal 2024. The increase reflects the cash minimum held in a lender controlled deposit account, as described in Note 3(g).

Page 23 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(b)

Select annual information from the statements financial position (cont’d)

(ii)

Non-current assets (cont’d)

Taken together, the year-over-year movement in non-current assets highlights the Company’s ongoing reinvestment and asset build-up, while balancing the depreciation of existing assets and reinvestment in new infrastructure. The increase in property, plant and equipment illustrates management’s continued emphasis on maintaining and upgrading mining infrastructure, while the decline in construction in progress demonstrates management’s ability to successfully deploy ongoing investment projects. The reduction in right-of-use assets reflects the accounting recognition of lease obligations and shift away from hosting revenues, rather than a strategic change in approach.

Management expects that non-current assets will remain a significant portion of the Company’s total balance sheet and that periodic reinvestment in new mining technology and facility infrastructure will be required in order to maintain competitiveness.

(iii)

Current liabilities

As at September 30, 2025, the Company’s current liabilities totaled $21.3 million, compared to $12.9 million at September 30, 2024, representing an increase of approximately 65% year-over-year. The growth in current obligations primarily reflects new financing recognized as loans payable, derivative liability related to JGB warrants, as well as higher trade payables, accrued interest, related party payables, settlement liabilities, while being partially offset by the derecognition of lease liabilities. Together, the increase underscores the expansion of the Company’s operations and the financing structure supporting them.

The current portion of loans payable was $1.6 million at September 30, 2025, compared to nil in the prior year, reflecting financing obtained during the year to support growth in operations and investment in mining infrastructure. The increase highlights management’s continued commitment to securing financing to maintain liquidity and fund growth initiatives in a capital-intensive sector. Management expects repayment to be aligned with the underlying financing structure and operating cash flows, as described in Note 3(e), and continues to monitor covenant compliance to maintain financial flexibility.

The Company recognized a derivative liability of $7.7 million at September 30, 2025 (2024 – nil), representing the fair value of the JGB First Warrants issued to the lenders in connection with the senior secured loan (see Note 22(c)). The derivative liability is classified as a current liability and is remeasured at fair value at each reporting date, with changes recognized in profit or loss.

Accounts and other payables increased modestly to $7.3 million at September 30, 2025, compared to $6.9 million in the prior year. The most significant component of accounts and other payables was trade payables, which declined to $4.8 million at year-end, compared to $6.3 million at September 30, 2024. The decrease is reflective of the Company’s ability to meet its obligations as they come due, while pursuing further growth. The decrease was offset by an increase in accrued liabilities primarily related to energy invoices, professional fees, and payroll expenses, reflecting the Company’s expansion of revenue-generating activities and corresponding growth in direct and administrative costs.

Lease liabilities, current portion, decreased sharply to nil at September 30, 2025, from $2.0 million at September 30, 2024, reflecting the cancellation of lease liabilities during the year. This decrease demonstrates the Company’s decreased reliance on leased capacity as part of its operational footprint.

Page 24 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(b)

Select annual information from the statements financial position (cont’d)

(iii)

Current liabilities (cont’d)

Contingent consideration payable remained unchanged at $1.8 million compared to fiscal 2024. This balance represents obligations arising from historical acquisition activity, payable upon the satisfaction of certain performance conditions or other contingencies. Management continues to monitor these obligations closely, though no changes were recognized during the current year.

Settlement liabilities, current portion, increased to $1.2 million at September 30, 2025, compared to $771 thousand at September 30, 2024, reflecting that a larger portion of the settlement became due within 12 months at year-end.

Related party advances increased to $151 thousand at September 30, 2025, compared to $67 thousand in the prior year. These amounts represent short-term funding support from related parties, and the increase reflects the timing of settlement of these balances.

Finally, convertible debentures, classified as current liabilities, increased to $1.57 million at September 30, 2025 from $1.36 million at September 30, 2024. These instruments continue to accrue interest until maturity or conversion, and their classification as current reflects their contractual terms. The increase reflects the accrual of interest on those convertible debentures, consistent with the Company’s financing structure, which relies in part on debt and related party funding to support working capital requirements.

Overall, the year-over-year increase in current liabilities reflects the scaling of operations and the Company’s reliance on both customer deposits and financing arrangements to fund working capital.

While the increase in accounts payable and accrued liabilities is largely a function of higher operating activity, management remains focused on settling these obligations as they come due. Liquidity is supported by current assets, including receivables and digital currency holdings, together with expected financing proceeds.

(iv)

Non-current liabilities

As at September 30, 2025, the Company’s non-current liabilities totaled $8.6 million, a significant increase compared to $3.2 million as at September 30, 2024. This increase was primarily driven by the non-current portion of the host debt component described in Note 22(c).

Settlement liability, non-current portion, decreased significantly to $1.6 million at September 30, 2025, compared to $3.0 million in the prior year, reflecting the principal payments made during the year and reclassification into the current portion as amounts became due within one year.

Loans payable, non-current portion, increased to $7.0 million at September 30, 2025, compared to nil at September 30, 2024. This balance comprises the long-term portion of the host debt component of the new financing obtained during the year which is classified as non-current at September 30, 2025, as described in Note 22(c).

Lease liabilities, non-current portion, decreased to nil at September 30, 2025, compared to $122 thousand in the prior year, reflecting the cancellation of lease agreements during the year.

Page 25 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(b)

Select annual information from the statements financial position (cont’d)

(iv)

Non-current liabilities

The movement in non-current lease liabilities is consistent with the decline in right-of-use assets noted in the non-current assets discussion, as the amortization and re-classification of leased assets is mirrored by the reduction of the associated lease liability. The reduction also underscores the fact that the Company has not entered into significant new long-term leasing arrangements during the fiscal year.

Taken together, these movements indicate a management’s prioritization of financial flexibility and funding to facilitate growth, as the Company continues to pursue its model of digital asset mining and the efficient deployment of mining infrastructure. Settlement-related obligations are expected to become a diminishing component of total liabilities over time as the Company continues to pay down these balances in accordance with the agreed repayment schedule. This shift supports greater operational control over the deployment of mining infrastructure and cash flow generation, while also reducing exposure to customer-specific hosting obligations and settlement risks.

(v)

Equity

As at September 30, 2025, total equity attributable to shareholders was $12.9 million, compared to $13.8 million at September 30, 2024, representing a decrease of approximately 7% year-over-year. The decline in equity primarily reflects the net loss for the year, together with an increase in accumulated other comprehensive losses, largely offset by new share issuances that increased share capital.

Share capital increased to $101 million at September 30, 2025, up from $82.7 million in the prior year. The increase reflects equity financing completed during fiscal 2025, including the issuance of common shares under subscription agreements and the exercises of RSUs and option instruments. Capital raises provided important capital inflows to support the Company’s operations and investment in mining infrastructure consistent with broader industry practice among capital-intensive cryptocurrency mining companies. The exercise and settlement of RSUs and options issued under the Company’s share-based compensation programs increased share capital as awards were converted into common shares, which supports liquidity and reduces the need to cash-based compensation. Taken together, the increase in share capital is not solely indicative of external capital raising but also reflects the Company’s continued reliance on equity-based incentives to attract and retain qualified personnel and align employee and shareholder interests over the long term but can contribute to dilution of existing shareholders.

The debenture reserve remained unchanged at $55 thousand year-over-year, representing the residual equity component from previously issued convertible debentures.

Accumulated other comprehensive loss increased to $13.5 million at September 30, 2025, compared to $11.1 million in the prior year. The increase in the deficit reflects primarily unfavorable movements in the revaluation of digital currency balances and other comprehensive items recorded through equity rather than net income. This element of equity is inherently volatile, given its sensitivity to cryptocurrency price fluctuations and associated valuation adjustments.

Accumulated losses increased to $81.6 million as at September 30, 2025, compared to $65.0 million at September 30, 2024. The increase of approximately $16 million corresponds to the net loss reported for the year, which reflects ongoing operating losses, high direct costs relative to revenues, and significant share-based compensation expense.

Page 26 of 46

Management’s Discussion and Analysis	BITZERO BLOCKCHAIN INC.
(Expressed in United States Dollars, unless otherwise noted)	Year ended September 30, 2025

7.

SELECTED FINANCIAL INFORMATION (CONT’D)

(b)

Select annual information from the statements financial position (cont’d)

(v)

Equity (cont’d)

The accumulation of losses highlights the challenges of sustaining profitability in a capital-intensive industry subject to volatile digital asset pricing.

Taken together, the year-over-year movement in equity reflects the interplay of new capital inflows through share issuances, the recognition of share-based compensation, and the persistence of operating and comprehensive losses. Although equity has declined overall, the ability of the Company to raise new capital demonstrates continued investor support. Management acknowledges that further strengthening of the equity base may be required to support future expansion and to maintain a cushion against the volatility inherent in the cryptocurrency mining sector.

(c)

Digital currency operations

For the year ended September 30, 2025, revenue for digital assets mined was $24.9 million (2024 - $15.6 million).

The change reflects 256.76 BTC mined during the year ended September 30, 2025 as compared to 293.65 BTC mined during the comparative period, driven primarily by differences in average hashrate and network difficulty.

Average hashrate for the period was 1.30 EH/s (period-end installed hashrate 1.82 EH/s), compared with installed capacity of 0.92 EH/s across 25 containers and 10,629 miners.

Average realized price of 97,447 $/BTC (including transaction fees) as compared to 54,310 $/BTC in the comparative period, consistent with our policy to recognize mining revenue at the fair value of digital assets upon receipt.

Existing rigs (installed prior to the beginning of the reporting period): approximately 70% of mining revenue. New rigs (placed in service during the reporting period): approximately 30% of mining revenue.

For the year ended September 30, 2025, direct costs were $24.9 million (2024 - $24.4 million, respectively). Electricity and grid services: 34.45 MWh × 40.58 $/MWh = 12,596,035 (For the comparative period: 26.87 MWh × 47.19 $/MWh = 10,885,041). Utilities increased year-over-year, reflecting higher consumption during higher-uptime periods and network conditions.

Page 27 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

8.

QUARTERLY RESULTS

For the three months ended (unaudited)

	December 31,		March 31,		June 30,		September 30,
	2022		2022		2023		2023
Revenue		1,186,136		424,478		1,297,062		9,408,300
Total comprehensive loss		7,832,041		553,831		2,838,400		2,534,802
Total assets		55,130,157		53,321,816		50,704,069		29,850,652
Total liabilities		8,855,730		7,727,148		7,659,137		9,993,673
Basic and diluted loss per share		0.03		0.00		0.01		0.01

For the three months ended (unaudited)

	December 31,		March 31,		June 30,		September 30,
	2023		2024		2024		2024
Revenue		4,253,730		1,939,302		6,850,336		9,567,912
Total comprehensive loss		1,596,588		649,685		1,346,820		10,177,157
Total assets		46,213,966		47,641,574		58,800,331		29,850,652
Total liabilities		9,679,369		7,798,355		13,417,570		16,025,622
Basic and diluted loss per share		0.01		0.00		0.00		0.03

For the three months ended (unaudited)

	December 31,		March 31,		June 30,		September 30,
	2024		2025		2025		2025
Revenue		4,874,872		6,240,872		6,326,175		7,453,771
Total comprehensive loss (income)		227,320		5,525,789		8,065,541		5,154,893
Total assets		32,367,188		35,723,697		29,206,650		42,740,718
Total liabilities		15,659,138		14,997,600		12,048,090		29,890,007
Basic and diluted loss per share		0.00		0.02		0.02		0.01

All quarterly financial information is unaudited.

Page 28 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

9.

MATERIAL TRANSACTIONS

(a)

Issued and outstanding share capital

Share issuances	Shares		Share capital
		#		$

Balance as at September 30, 2023		309,582,563		76,931,052

June 4, 2024		7,000,000		1,160,853
September 6, 2024		1,000,000		200,000
September 11, 2024		—		—
September 12, 2024		15,379,100		3,370,541
		23,379,100		4,731,394
Balance as at September 30, 2024		332,961,663		81,662,446

September 11, 2024		12,500,000		2,500,000
September 19, 2024		1,500,000		300,000
September 24, 2024		500,000		100,000
October 02, 2024		3,000,000		657,490
October 17, 2024		1,250,000		250,000
October 21, 2024		3,500,000		700,000
November 28, 2024		265,000		53,000
December 11, 2024		2,750,000		550,000
December 16, 2024		1,500,000		300,000
February 12, 2025		10,000,000		2,000,000
February 14, 2025		22,500,000		4,500,000
February 20, 2025		500,000		100,000
April 01, 2025		1,983,602		794,335
July 03, 2025		2,000,000		400,000
July 28, 2025		63,908		38,345
July 29, 2025		28,500,000		5,700,000
August 11, 2025		544,245		217,698
August 12, 2025		252,068		100,827
August 21, 2025		225,437		90,175
		93,334,260		19,351,870
Balance as at September 30, 2025		426,295,923		101,014,316

Page 29 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

9.

MATERIAL TRANSACTIONS (CONT’D)

(a)

Issued and outstanding share capital (cont’d)

During the year ended September 30, 2025, the Company issued 93,334,260 new shares (2024 – 23,379,100), increasing its share capital by $19,351,870 (2024 - $4,731,394).

Details regarding the 2025 shares issuances are as follows:

	Shares		Price		Proceeds		Share capital
		#		$		$		$

Subscriptions		36,536,750		0.21		7,511,700		7,511,700
Exercise of RSUs		54,000,000		0.20		n/a		10,857,490
Advisory shares		750,000		0.20		n/a		150,000
Exercise of options		1,983,602		0.05		99,179		794,335
Legal settlement		63,908		n/a		n/a		38,345
		93,334,260				7,610,879		19,351,870

(b)

Options

The Company has a stock option plan (the “Stock Option Plan”) under which the Board of Directors may grant to directors, officers, employees and technical consultants to the Company non-transferable options to purchase common shares, exercisable for periods of 3 to 5 years from the date of the grant.

A summary of the stock options is as follows:

	Number			Weighted- average exercise price		Amount
		#			$		$

Balance, September 30, 2023		31,558,255			0.28		5,433,466
Granted, July 7, 2024		500,000			0.20		109,247
Cancelled		(20,994,320	)		0.34		(2,638,325	)
Balance, September 30, 2024		11,063,935			0.16		2,904,388
Exercised		(1,983,602	)		0.05		(695,155	)
Balance, September 30, 2025		9,080,333			0.19		2,209,233
Exercisable		8,580,333			0.19		2,000,806

			Weighted-		Weighted-
2025	Options		average exercise		average
Vesting Conditions	outstanding		price		remaining life
		#		$		$

Immediately		5,530,333		0.27		1.47
1/3 per year from grant date		3,050,000		0.05		0.85
Subsidiary reaches revenue of EUR 4 million		500,000		0.20		3.94
Outstanding. September 30, 2025		9,080,333		0.19		1.40
Exercisable. September 30, 2025		8,580,333		0.19		1.25

During the 2025 period, 1,983,602 stock options were exercised, for gross proceeds of $99,180, increasing share capital by $794,335.

Page 30 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

9.

MATERIAL TRANSACTIONS (CONT’D)

(c)

Restricted stock units

The 2022 Restricted Share Unit Plan (the “RSU Plan”) allows the Company to award restricted share units to officers, employees, directors and consultants of the Company upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee.

The purchase price for common shares of the Company issuable under each Restricted Share Unit (“RSU”) award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the Board.

The RSUs are recognized as share-based compensation expense over the vesting period which is the lesser of: (i) the occurrence of one of the pre-defined liquidity events in the RSU notice, and (ii) 5 years after the grant date.

A continuity of RSUs is as follows:

	RSUs			RSUs
	Granted			Vested			Amount
		#			#			$

September 30, 2023		7,000,000			7,000,000			6,432,493
Issued		49,975,200			—			10,941,233
Vested		—			27,950,333			—
Exercised		(22,379,100	)		(22,379,100	)		(4,531,394	)
September 30, 2024		34,596,100			12,571,233			12,842,332
Issued		67,880,000			—			15,270,160
Vested		—			51,000,000			—
Exercised		(54,000,000	)		(54,000,000	)		(10,857,491	)
September 30, 2025		48,476,100			9,571,233			17,255,001

During the year ended September 30, 2025, share-based compensation expense for the Company’s RSUs was $10,200,000 (2024 - $4,531,394). The fair value of each share-based payment transaction was estimated on the date of the grant, based on the present value of the underlying equity, with the following weighted-average assumptions:

	Apr 30, 2024			Jun 3, 2024			Jan 31, 2025
Estimated stock price at time of grant	$	0.26		$	0.26		$	0.20
Number of periods to exercise, in years		5.00			5.00			0.67
Compounded risk-free rate		3.92	%		3.59	%		2.69	%
Dividend yield		0.00	%		0.00	%		0.00	%
Exercise price	$	—		$	—		$	—
Volatility		115	%		115	%		115	%
Discount for lack of marketability		16.00	%		16.00	%		12.17	%

Page 31 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

9.

MATERIAL TRANSACTIONS (CONT’D)

(c)

Restricted stock units

	Feb 10, 2025			Jun 29, 2025			Sep 9, 2025

Estimated stock price at time of grant	$	0.20		$	0.20		$	0.40
Number of periods to exercise, in years		—			—			—
Compounded risk-free rate		n/a			n/a			n/a
Dividend yield		0.00	%		0.00	%		0.00	%
Exercise price	$	—		$	—		$	—
Volatility		115	%		115	%		115	%
Discount for lack of marketability		0.00	%		0.00	%		0.00	%

As at September 30, 2025 a total of 9,571,233 (2024 – 12,842,332) RSUs had vested.

For details of related party transactions, see Note 13.

10.

RECONCILIATION OF EBITDA

The following table outlines the reconciliations of adjusted EBITDA and adjusted EBITDA margin to its nearest IFRS measure:

	2025			2024

Net loss		(16,548,342	)		(11,278,649	)
Interest expenses		1,754,914			523,970
Interest income		(5,645	)		(9,584	)
Income taxes		—			—
Depreciation		11,470,759			11,602,852
EBITDA		(3,328,314	)		838,589
Stock-based compensation		10,200,000			4,879,221
Foreign exchange gain		(113,023	)		(58,633	)
Adjusted EBITDA		6,758,663			5,659,177

Revenue		24,895,690			22,611,281
Adjusted EBITDA		6,758,663			5,659,177
Adjusted EBITDA margin		27	%		25	%

Adjustments to EBITDA are described in detail in the notes to the financial statements.

11.

LIQUIDITY AND CAPITAL RESOURCES

(a)

Liquidity

As at September 30, 2025, the Company held cash of $5.5 million, compared to $0.7 million as at September 30, 2024. In addition, the Company maintained digital assets valued at $0.8 million (September 30, 2024 – $2.5 million), which may serve as a supplemental source of liquidity depending on prevailing market conditions. The Company’s working capital deficit as at year-end was approximately $14.1 million (September 30, 2024 – $7.7 million), reflecting increased current liabilities.

Page 32 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

11.

LIQUIDITY AND CAPITAL RESOURCES (CONT’D)

(a)

Liquidity (cont’d)

The Company’s ability to generate sufficient liquidity in the near term remains dependent on (i) ongoing revenues from digital assets mined, (ii) collections from customer contracts, and (iii) prudent cost management. While operations generated revenues of $24.9 million during the year (2024 – $22.6 million), these revenues were offset by direct costs of $25.2 million (2024 – $24.4 million), resulting in continued negative gross margins. Despite this continued pressure on gross margins, the Company generated positive cash flows in 2025, largely driven by the proceeds on sale of digital assets and financing inflows from debt and equity issuances, which funded liquidity during the year.

Management monitors liquidity risk by preparing regular cash flow forecasts and assessing its ability to meet obligations as they come due. The Company has historically relied upon a combination of operating cash flows, equity financings and strategic arrangements to support its capital requirements, and expects that such financing sources will continue to be necessary until operations achieve sustained profitability.

The Company’s current liabilities increased to $21.3 million as at September 30, 2025, compared to $12.9 million as at September 30, 2024, driven primarily by the recognition of loans payable classified as current liabilities, together with moderately higher accounts and other payables and the reclassification of portions of existing obligations as they became due within twelve months. The Company expects these obligations to be managed and settled through a combination of cash on hand from financing initiatives, operating cash flows generated from digital asset mining, collections of outstanding receivables, and prudent cost management, while continuing to monitor covenant compliance and liquidity requirements.

There are inherent risks associated with the Company’s liquidity position, including volatility in digital asset prices, reliance on stable electricity costs, and the availability of external capital.

Management believes the Company has adequate resources to fund its short-term obligations but acknowledges that future growth will require access to additional financing.

(b)

Contractual obligations

The Company is party to various contractual obligations, including loans payable, settlement liabilities, convertible debentures, and lease liabilities. As at September 30, 2025, loans payable amounted to $16,236,880, of which $1,554,867 is classified as current. Convertible debentures of $1.6 million are outstanding and classified as a current liability, which is inclusive of the interest accretion on this debt. The Company continues to service these obligations through available cash resources and ongoing capital management efforts.

(c)

Capital resources

The Company’s capital resources primarily consist of shareholders’ equity, which totaled $13.0 million at September 30, 2025, compared to $13.8 million in the prior year. The decrease was attributable to the net loss for the period and other comprehensive losses. The Company’s share capital increased to $101.0 million (2024 – $81.7 million) as a result of equity issuances during the year, which provided important financing for operations. Management defines its capital structure as shareholders’ equity, debt instruments (including loans payable, convertible debentures and lease liabilities), and other financing arrangements. The Company’s objective is to preserve a flexible capital structure that allows it to respond to changing economic and industry conditions, while minimizing the overall cost of capital.

Page 33 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

11.

LIQUIDITY AND CAPITAL RESOURCES (CONT’D)

(c)

Capital resources (cont’d)

As of the reporting date, the Company has no significant capital expenditure commitments beyond those disclosed in the financial statements; however, expenditures are expected to be required in future periods to maintain and expand the Company’s mining and hosting infrastructure. Such commitments are anticipated to be funded through a combination of operating revenues, equity financings, and potential strategic partnerships.

Known trends that may affect the Company’s capital resources include volatility in digital asset markets, regulatory developments affecting cryptocurrency mining and hosting services, and the Company’s ability to access capital markets on favorable terms. Management continues to evaluate financing alternatives to ensure that sufficient resources are available to support both near-term liquidity needs and longer-term strategic growth initiatives.

(d)

Digital currency

The Company holds Bitcoin primarily to support working capital needs. In managing liquidity risk, management targets maintaining cash and cash equivalents in excess of expected cash outflows over the next sixty days. When forecasts indicate a shortfall against this target, the Company disposes of Bitcoin to bridge the gap. Disposals are sized using weekly cash flow forecasts that consider near-term power, payroll, lease and debt-service obligations and expected customer collections; timing is aligned to settlement dates for these obligations and market trading windows that provide sufficient depth.

The Company continues to treat Bitcoin as a supplemental source of liquidity and will adjust the timing and amount of future sales in line with forecast cash needs and prevailing market conditions. Please refer to the corresponding financial statements for a continuity schedule of Bitcoin balances and disposals, and Financial Instruments and Risk Management for the Company’s 60-day liquidity risk framework.

12.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company has exposure to credit risk, liquidity risk, and market risk arising from financial instruments. Management considers credit risk and market risk to be low. The following summarizes the Company’s financial instruments and associated risks.

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

The board of directors has established the risk management committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

Page 34 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

12.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on liabilities (other than trade payables) over the next 60 days.

The Company also monitors the level of expected cash inflows on trade and other receivables, together with the expected outflows on trade and other payables.

The Company’s exposure to liquidity risk, calculated as total liabilities, is $29,780,007 as at September 30, 2025 (2024 – $16,025,622), for which the Company has cash of $5,475,486 on hand to satisfy its liabilities (2024 – $687,226). There have been no changes to the method for managing liquidity risk.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. In order to reduce its credit risk, the Company reviews a new customer’s credit history before extending credit and conducts regular reviews of its existing customers’ credit performance. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency rate risk, interest rate risk and other price risk. The Company is mainly exposed to interest rate and currency risk.

Foreign currency risk

The Company is exposed to foreign currency risk primarily through its operations in multiple jurisdictions and transactions denominated in currencies other than its functional currency.

Foreign currency risk arises from recognized assets and liabilities, as well as future commercial transactions that are denominated in a currency different from the functional currency of the Company entities. The Company monitors its exposure to foreign currency risk on an ongoing basis and uses derivative financial instruments, such as forward exchange contracts, to hedge significant foreign currency exposures when considered appropriate and as when required. The effectiveness of these hedging instruments is assessed regularly.

However, the Company does not hedge all of its foreign currency exposures, and fluctuations in exchange rates could have a material impact on the Company’s financial performance and position.

Page 35 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

12.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)

Interest rate risk

The Company’s exposure to interest rate risk arises primarily from its variable-rate borrowings and lease liabilities. Changes in market interest rates can affect the Company’s interest expense and the value of its financial liabilities. To manage interest rate risk, the Company may enter into interest rate swap agreements to convert variable-rate debt into fixed-rate debt, thereby reducing exposure to fluctuations in interest rates. Management regularly reviews the interest rate exposure and considers the potential impact of interest rate movements on its financial performance. However, there can be no assurance that these measures will fully mitigate the impact of interest rate fluctuations.

Digital currency risk

The Company is exposed to digital currency risk due to its holdings and transactions in cryptocurrencies. Digital currency risk arises from the volatility in the market prices of cryptocurrencies, which can fluctuate significantly due to various factors, including market demand, regulatory developments, and macroeconomic trends.

The Company manages its digital currency risk by monitoring market conditions and may engage in hedging activities, such as entering into derivative contracts, to mitigate the impact of adverse price movements. However, given the inherent volatility and the relatively nascent nature of digital currency markets, there remains a significant risk that the value of the Company’s digital assets could experience substantial fluctuations, which could materially affect the Company’s financial performance and position.

Custody risk

The Company mines digital assets through a pool and transfers rewards from the pool to Company-controlled private wallets on a daily basis, and safeguards these holdings through a tiered wallet structure. Transactions are subject to segregation of duties and role-based approvals. Private keys are generated in controlled environments with encrypted, geographically separated backups and periodically refreshed. The Company does not use a third-party custodian to hold digital assets and exposure to the pool is minimized through daily withdrawals and monitoring. Wallet activity is reconciled and reviewed by management.

Loss of access risk

The loss of access to the private keys associated with the Company’s Bitcoin holdings may be irreversible and could adversely affect an investment. An amount of Bitcoin is spendable only by whoever possesses the private key associated with the address on which the Bitcoin is held.

To the extent a private key is lost, destroyed, or otherwise compromised, and no backup is accessible, the Company may be unable to access the associated Bitcoin. To mitigate this, the wallets are designed such that no single key, device, or individual is critical, encrypted back-ups and/or key-share arrangements are maintained in secure locations to enable controlled recovery.

13.

RELATED PARTY TRANSACTIONS

The Company defines related parties in accordance with the definitions in IAS 24 - Related Party Disclosures. As they pertain to the Company, related parties comprise: (i) Key management personnel as described below, and (ii) entities within the Company’s reporting group as described in Note 3(b).

Page 36 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

13.

RELATED PARTY TRANSACTIONS (CONT’D)

(a)

Key management personnel transactions

Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly, and includes Chief Executive Officer, Chief Financial Officer, Chief Technical Officer. Amounts owing to related parties consists of amounts due to key management.

During the years ended September 30, 2025 and 2024, key management personnel compensation consisted of short-term and long-term benefits and remuneration, and was classified as follows:

	2025		2024
		$		$

Total compensation paid to key management		1,714,860		223,481
Share-based payments		10,200,000		4,879,221
		11,914,860		5,102,702

As of September 30, 2025 and 2024, amounts due to related parties consisted of the following:

	2025		2024
		$		$

Balances included in accounts and other payables		95,758		213,119
Related party advances		150,794		66,950
Convertible debentures		1,568,220		1,364,013

The balances are unsecured, due on demand and bear no interest, unless otherwise disclosed.

(b)

Key management dispute

The Company filed a lawsuit against its former CEO, for employment-related matters. The former CEO has filed a countersuit for damages against the Company. The likelihood and magnitude of the amounts in dispute are not determinable as at the date of these consolidated financial statements and, as such, no provision has been recorded thereon.

(c)

Convertible debentures

On August 10, 2021, the Company obtained an unsecured convertible loan from the Company’s CEO, (“CEO Loan”), in the principal amount of $1,000,000. The CEO Loan shall bear no interest prior to the maturity date. As and from the maturity date, any outstanding balance of the loan shall bear interest at an annual rate of 15% per annum, compounded semi-annually.

The Company must repay the loan immediately upon the earliest of the date (the “Maturity Date”) or the occurrence of the following events: (i) the Company receiving gross funds from investors participating in the Company’s current round of equity financing totaling $10,000,000 or more, or (ii) the Company having public market value/capitalization on a recognized Canadian stock exchange of at least $50,000,000 or (iii) CEO ceasing to be the Chairman and CEO of the Company for any reason whatsoever, other than his voluntary resignation.

Page 37 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

13.

RELATED PARTY TRANSACTIONS (CONT’D)

(c)

Convertible debentures (cont’d)

After the Maturity Date, the Company may also elect, at its sole discretion, to convert the amount of the loan in whole or in part into common shares of the Company at a price of CAD $0.40 per common share.

The Company allocated the proceeds of $1,000,000 as follows: first to liability component for $945,267, with the residual value to the equity component for $54,733. The debenture has not been converted or repaid subsequent to the year end.

14.

OFF-BALANCE-SHEET ARRANGEMENTS

As at September 30, 2025 and 2024, the Company had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

15.

RISK FACTORS AND UNCERTAINTIES

The Company’s operations involve numerous risks and uncertainties, many of which are beyond its control. The risks outlined below are not exhaustive. Additional risks—currently unknown to the Company or considered immaterial by management—could materially and adversely affect the Company’s business, operations, financial condition, results of operations, or share price. Investors should carefully evaluate the following risks together with the other information contained in this MD&A and the Company’s financial statements before making an investment decision. A number of the Company’s risks are entity specific, including concentration of operations at a single facility in Norway’s NO4 region, reliance of a third party mining pool provider (Luxor), exposure to a limited number of hosting customers, and the potential impact of Norwegian regulatory or grid policy changes on power costs and uptime.

(a)

Technology, digital asset custody & operational continuity

(i)

Cryptocurrency security and code vulnerabilities

The Company’s digital asset holdings are inherently vulnerable to cybersecurity incidents, source code flaws, and network exploits. Cryptocurrencies rely on complex and constantly evolving open-source software, and despite peer review, errors in the codebase have occasionally been identified and exploited by malicious actors. While material exploits remain relatively rare, the possibility exists that undiscovered vulnerabilities could enable unauthorized transfers or the creation of counterfeit assets, potentially resulting in significant financial losses for the Company. The very nature of cryptocurrencies—as bearer assets accessible only through private keys—exacerbates this risk, as stolen or compromised assets are virtually impossible to recover.

(ii)

Custodial, wallet, and exchange risks

The Company’s reliance on custodial solutions, both internal and external, presents additional risks of theft, mismanagement, or insolvency of service providers. Cryptocurrency exchanges, although a key source of liquidity, remain less regulated and more prone to fraud, hacking, and operational failures than traditional financial institutions. High-profile collapses of exchanges in recent years underscore the vulnerability of counterparties in this space.

Page 38 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

15.

RISK FACTORS AND UNCERTAINTIES (CONT’D)

(a)

Technology, digital asset custody & operational continuity (cont’d)

(ii)

Custodial, wallet, and exchange risks (cont’d)

Any exchange failure or wallet compromise could lead to unrecoverable losses of the Company’s inventory, directly harming its financial condition and potentially affecting investor confidence.

(iii)

Systems failures and cyber incidents

Maintaining continuous mining and treasury operations requires resilient IT infrastructure. Risks include cyber intrusions, malware attacks, denial-of-service incidents, and failures due to fire, flood, or other disasters. The Company invests in redundancies, backup power, and ongoing upgrades to infrastructure; however, no system is infallible.

Extended downtime could impair mining output, disrupt treasury functions, and materially reduce revenues. Moreover, reputational harm may arise if customers, partners, or regulators perceive inadequacies in the Company’s controls.

(iv)

Access to economical and reliable power

Cryptocurrency mining is energy intensive. The Company’s operations depend on reliable, large-scale, and competitively priced electricity. Any material increase in power tariffs, supply curtailments, or unfavourable regulatory actions by utilities could erode operating margins. For example, regional energy regulators such as Hydro-Québec have previously imposed moratoria and considered imposing surcharges or operational requirements on cryptomining firms. Similar actions in the future could materially impact the Company’s cost base and profitability.

(v)

Hardware sourcing, pricing and technological obsolescence

The Company’s competitiveness depends on the timely acquisition of state-of-the-art mining machines at reasonable cost. Global demand for mining hardware is highly cyclical, and shortages or supply chain disruptions can lead to inflated prices and delivery delays. Rapid technological advancement further compounds this risk, as newer models quickly supersede older ones, reducing efficiency and revenue potential. If the Company cannot secure updated hardware, it risks being outcompeted by better-capitalized peers.

(vi)

Insurance limitations

Insurance tailored to cryptocurrency mining and custody remains nascent, with limited coverage options available at significant cost. Events such as theft, hacking, or catastrophic facility damage may fall outside standard policies or within exclusions. If uninsured or underinsured losses occur, the Company could experience material financial and operational setbacks.

(vii)

Permits and licenses

Mining and hosting operations may require governmental permits and environmental, zoning, or regulatory approvals.

Inability to obtain or maintain these approvals could restrict growth or increase compliance costs. Unexpected changes in licensing regimes could also impose delays or additional capital requirements.

Page 39 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

15.

RISK FACTORS AND UNCERTAINTIES (CONT’D)

(a)

Technology, digital asset custody & operational continuity (cont’d)

(viii)

Third-party service providers and software dependencies

The Company’s operations rely on a wide network of third-party vendors, including software developers, cloud computing providers, and specialized contractors. Many of these service providers operate outside of traditional regulatory frameworks, and their internal controls may not be transparent. If such third parties fail to deliver services, suffer outages, or experience breaches of their own systems, the Company may face significant disruptions to its mining, treasury, and reporting functions. Replacing or renegotiating with these providers can be costly and time-consuming, and prolonged service interruptions could materially impair financial performance.

(ix)

Physical facility risks and environmental hazards

Mining operations are highly sensitive to the physical integrity of their facilities. Fire hazards, water damage, structural weaknesses, and HVAC failures present ongoing risks to the safety and continuity of operations.

Furthermore, increasing scrutiny of environmental impact, particularly regarding noise levels, heat emissions, and recycling of obsolete hardware, may expose the Company to community opposition or compliance costs. Any incident or regulatory non-compliance could result not only in financial losses but also in reputational harm, hindering the Company’s ability to expand operations.

(x)

Data integrity and disaster recovery limitations

The Company’s business model requires the storage and processing of vast amounts of financial and technical data. A failure in backup protocols, inadequate disaster recovery systems, or corruption of key data sets could materially impair operations and reporting accuracy. Although the Company has instituted redundancy systems and periodic testing, full resilience cannot be guaranteed. If critical data is lost or compromised, the Company could face operational delays, compliance failures, and increased risk of fraud or misrepresentation, any of which could erode investor and customer confidence.

(b)

Regulatory, market structure & digital asset economics

(i)

Regulatory change and policy actions

The global regulatory environment for cryptocurrencies remains fragmented and dynamic. Some jurisdictions actively support digital asset innovation, while others impose outright bans or restrictive frameworks. The Company faces uncertainty around potential new laws in Canada and internationally that could directly impact mining, ownership, transfer, or taxation of cryptocurrencies. Regulatory shifts could also extend indirectly to the Company’s shares if authorities classify them as linked to restricted activities. In the worst case, regulations could force liquidation of inventories at unfavourable prices, curtail access to exchanges, or prohibit ongoing operations.

(ii)

Banking and payments de-risking

A persistent challenge for cryptocurrency-related businesses is limited access to banking services. Many financial institutions perceive heightened compliance risks, particularly with respect to anti-money laundering and counter-terrorist financing. If the Company’s banking partners reduce or withdraw services, treasury management could be impaired, increasing operational complexity and reputational risk.

Page 40 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

15.

RISK FACTORS AND UNCERTAINTIES (CONT’D)

(b)

Regulatory, market structure & digital asset economics (cont’d)

(iii)

Exchange and trading-venue fragility

Digital asset markets are young and only partially regulated. Major exchanges have experienced insolvencies, hacks, and abrupt shutdowns. Smaller exchanges may lack sufficient capitalization, while larger venues are attractive targets for cyberattacks or regulatory scrutiny. Because cryptocurrency prices are determined primarily on these venues, any disruption could trigger significant volatility and impair liquidity.

(iv)

Adoption and utility uncertainty

Despite increased awareness, mainstream adoption of cryptocurrencies as a payment method remains limited. Use in retail and commercial markets is small compared with speculative trading. If adoption stalls or reverses, the result may be greater price volatility and diminished long-term value. Since cryptocurrencies have no intrinsic legal tender status, their worth depends on user and merchant acceptance. A collapse in acceptance could render them illiquid or valueless.

(v)

Price volatility and momentum dynamics

Cryptocurrency prices are highly volatile, often driven by sentiment, leverage, or speculative momentum rather than fundamentals. This amplifies the risk of sharp value swings in short periods, leading to potential mark-to-market losses on the Company’s inventory. Momentum pricing creates a feedback loop that can exacerbate both rapid appreciation and sudden crashes.

(vi)

Network economics, reward structure and transaction fees

Mining economics depend on rewards issued by protocols. As block rewards halve approximately every four years, transaction fees are expected to play a larger role. If total rewards prove insufficient to incentivize miners, overall network participation could decline, reducing security and increasing susceptibility to attacks. Lower participation may also reduce block production speed, undermining confidence in the network and indirectly affecting the Company’s revenues.

(vii)

Network difficulty and competition

Bitcoin’s self-adjusting difficulty mechanism means that rising global hash rates dilute per-unit rewards. As competitors with greater scale and efficiency join the network, the Company’s output may decrease despite unchanged costs, potentially eroding profitability. This dynamic could render operations uneconomical if difficulty rises faster than anticipated.

(viii)

Supply and demand shocks, including actions by investment vehicles

The emergence of cryptocurrency investment vehicles, such as exchange-traded funds and trusts, concentrates significant market influence in institutional hands.

Large inflows or redemptions from these vehicles can amplify volatility. Should such entities sell large holdings in a short period, digital asset prices could fall sharply, negatively affecting the Company’s inventory value.

Page 41 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

15.

RISK FACTORS AND UNCERTAINTIES (CONT’D)

(b)

Regulatory, market structure & digital asset economics (cont’d)

(ix)

Geopolitical and macroeconomic events

Crises such as wars, sanctions, or economic recessions may drive speculative demand for cryptocurrencies as alternative stores of value. These inflows can temporarily inflate prices but are often followed by corrections. Conversely, geopolitical instability may reduce confidence in cryptocurrencies as viable alternatives to fiat, further complicating demand forecasts. The unpredictability of such events creates additional uncertainty in planning and risk management.

(x)

Forced sales to fund operations

The Company may need to liquidate digital assets to meet operational obligations or fund expansion, regardless of prevailing market conditions. If such sales occur during periods of depressed prices, they may crystallize losses and adversely affect cash flow and profitability.

(xi)

Cross-border regulatory inconsistencies

The Company operates in a global marketplace where digital assets frequently cross jurisdictions. Inconsistent or conflicting international rules on mining, custody, taxation, and transfer of cryptocurrencies create ongoing uncertainty. For example, assets legally mined in one country may face restrictions or penalties if transferred or sold in another. Navigating these regulatory patchworks requires significant legal resources and exposes the Company to inadvertent non-compliance risks. Future regulatory divergence may also hinder the Company’s ability to scale internationally.

(xii)

Market manipulation and integrity concerns

Digital asset markets are less regulated than traditional securities exchanges, leaving them vulnerable to practices such as wash trading, spoofing, pump-and-dump schemes, and the influence of large “whale” investors. Such manipulative behaviour can distort pricing, reduce transparency, and undermine confidence in the market as a whole. If manipulation is widespread or persistent, the Company may experience unexpected valuation swings in its inventory, limiting its ability to plan operations, raise capital, or secure counterparties.

(xiii)

Shifts in energy policy and carbon regulation

Governments worldwide are increasingly focused on sustainability and carbon reduction. Mining, as an energy-intensive activity, could be targeted with taxes, levies, or outright restrictions intended to reduce greenhouse gas emissions. Jurisdictions that once welcomed mining may pivot toward more restrictive stances as public pressure mounts. If regulators impose carbon pricing, renewable energy quotas, or limitations on power usage specific to cryptocurrency miners, the Company’s cost structure and long-term viability could be materially affected.

(c)

Financial, corporate, legal & governance

(i)

Liquidity and additional financing

Execution of the Company’s business strategy depends on raising and maintaining adequate capital. There is no guarantee that financing will be available on favourable terms—or at all—when required. Equity financings may dilute existing shareholders, while debt could impose restrictive covenants. Failure to secure necessary funding could result in scaling back or abandoning strategic initiatives and, in extreme cases, threaten the Company’s ability to continue as a going concern.

Page 42 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

15.

RISK FACTORS AND UNCERTAINTIES (CONT’D)

(c)

Financial, corporate, legal & governance (cont’d)

(ii)

Key personnel

The Company relies heavily on its senior management team and specialized technical staff. Retaining and attracting individuals with cryptocurrency, finance, and technology expertise is highly competitive. Departure of key personnel without suitable replacements could materially disrupt strategy execution and growth.

(iii)

Strategy execution, acquisitions and integrations

As part of its strategy, the Company may pursue acquisitions, joint ventures, or partnerships. Each transaction carries risks related to due diligence, financing, cultural integration, and realization of synergies. Missteps in execution could result in financial losses or distraction from core operations.

(iv)

Conflicts of interest

Some directors and officers may hold positions in or investments in other entities engaged in cryptocurrency or technology businesses. While legal safeguards require disclosure and abstention from conflicted decisions, the perception or reality of conflicts could raise governance concerns or complicate decision-making.

(v)

Litigation and regulatory proceedings

The Company may face legal or regulatory claims in the ordinary course of business. Even if ultimately resolved favourably, such proceedings can consume management resources and generate costs. Adverse rulings may result in penalties, damages, or operational restrictions.

(vi)

Intellectual property claims

Third parties may assert that the Company’s activities infringe upon their intellectual property rights. Defending such claims, regardless of merit, can be costly and disruptive. Unfavourable outcomes could affect the Company’s ability to operate or diminish confidence in cryptocurrencies generally.

(vii)

Dividend policy

The Company has not declared dividends and does not expect to do so in the foreseeable future. Future dividend decisions, if any, will depend on profitability, liquidity, and Board discretion. Shareholders should not expect income from dividends in the near term.

(viii)

Tax attributes and compliance risks

The Company has approximately $24 million of tax loss carryforwards that may offset future taxable income. Utilization depends on continued profitability and acceptance by the Canada Revenue Agency. If disallowed, future tax liabilities may increase.

Furthermore, uncertainty remains regarding the treatment of cryptocurrency mining under commodity tax regimes such as GST, HST, and QST. Adverse assessments or interpretive changes could delay refunds or reduce working capital.

Page 43 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

15.

RISK FACTORS AND UNCERTAINTIES (CONT’D)

(c)

Financial, corporate, legal & governance (cont’d)

(ix)

Income and commodity tax uncertainty

Complex and evolving tax rules pose ongoing risks. Disputes with authorities may result in additional taxes, penalties, or interest. Even with proactive compliance, interpretations may shift, creating potential liabilities.

(x)

Competition and market perception

The Company competes with other miners and digital asset firms for resources, customers, and investor attention. Negative industry events—such as exchange failures, hacks, or regulatory crackdowns—can tarnish sentiment and reduce valuations across the sector, affecting the Company even if it is not directly implicated.

(xi)

Dependence on capital markets sentiment

As a publicly traded entity, the Company’s valuation and access to capital are closely tied to investor sentiment toward the digital asset sector. Market downturns, scandals involving other blockchain companies, or broader declines in technology stocks may limit the Company’s ability to issue equity or debt on acceptable terms. A sudden contraction in available financing could force the Company to curtail growth initiatives, restructure operations, or sell assets at distressed values.

(xii)

Internal control and financial reporting risks

The complexity of accounting for digital assets, coupled with evolving standards under IFRS, creates heightened risk of errors or misstatements in the Company’s financial disclosures. Inadequate internal controls, resource constraints in finance teams, or reliance on manual reconciliation processes could result in delayed filings, restatements, or regulatory scrutiny. Such outcomes would undermine credibility with investors and may limit access to financing or strategic partners.

(xiii)

Reputational exposure and stakeholder confidence

The Company operates in a sector that is often subject to intense media attention and public debate. Negative coverage—whether linked to cybersecurity incidents, environmental concerns, or unrelated events in the digital asset industry—can affect the Company’s reputation even in the absence of direct involvement. Erosion of stakeholder confidence may impair the Company’s ability to attract and retain employees, customers, and investors, creating a self-reinforcing cycle that hampers growth and long-term resilience.

16.

DISCLOSURE CONTORLS AND PROCEDURES/ INTERNAL CONTROL OVER FINANCING REPORTING

As a venture issuer, the Company has filed basic certificates under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”).

Page 44 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

16.

DISCLOSURE CONTORLS AND PROCEDURES/ INTERNAL CONTROL OVER FINANCING REPORTING (CONT’D)

The certifying officers do not make representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. Inherent limitations on the ability of management to design and implement DC&P and ICFR may result in misstatements or omissions that are not prevented or detected. There has been no change in the Company’s ICFR during the period that has materially affected, or is reasonably likely to materially affect, the Company’s ICFR. Inherent limitations on the ability of management to design and implement DC&P and ICFR may result in misstatements or omissions that are not prevented or detected.

17.

OUTLOOK

Management expects post halving mining economics to remain challenging and highly sensitive to BTC price, transaction fees and network difficulty. The Company’s near term priorities are: (i) increasing energy efficiency and hashrate per MW through new miner deployments; (ii) expanding hosting revenue to improve cash flow stability; (iii) optimizing grid flexibility revenues in Norway; and (iv) maintaining disciplined capital allocation. These expectations constitute forward looking information and are based on the assumptions described under “Forward Looking Information.”. See ‘Cautionary Note Regarding Forward-Looking Information’ for important assumptions and risk factors.

18.

OUTSTANDING SHARE DATA

The Company completed its reverse takeover transaction with WBM Capital Corp. (now Bitzero Holdings Inc.) on November 19, 2025, subsequent to the year end covered by this MD&A, and its outstanding securities have changed materially since September 30, 2025 as a result of that transaction and subsequent financing and compensation activity. In accordance with the requirement to present this information as of the latest practicable date, the table below is based on the outstanding share data reported in the Company’s Management’s Discussion and Analysis for the three and nine months ended June 30, 2026, dated August 13, 2026 (the “Q3 MD&A”).

As at August 24, 2026, the Company’s outstanding securities were as follows:

Security	Contractual principal amount		Amount outstanding		Voting common shares issuable
Voting common shares		N/A		55,614,116		—
Non-voting common shares		N/A		2,312,243		—
Stock options		N/A		727,273		727,273
Restricted share units		N/A		258,250		258,250
Common share purchase warrants		N/A		1,547,229		1,547,229
Special warrants (*)		N/A		5,828,342		11,656,684
FAR Holdings convertible promissory note		26 BTC		N/A		759,435
Former Chief Executive Officer convertible loan	$	1,000,000		N/A		See below

Page 45 of 46

Management’s Discussion and Analysis
(Expressed in United States Dollars, unless otherwise noted)

BITZERO BLOCKCHAIN INC.
Year ended September 30, 2025

18.

OUTSTANDING SHARE DATA (CONT’D)

* Each special warrant is exchangeable, without additional consideration, for one voting common share and one common share purchase warrant. Each underlying warrant is exercisable for one additional voting common share. Includes 5,828,342 voting common shares issuable upon exchange of the special warrants and an additional 5,828,342 voting common shares issuable upon exercise of the resulting common share purchase warrants.

The former Chief Executive Officer convertible loan and related conversion right are subject to the legal dispute described in Section 13 of this MD&A and in Note 21(b) and (c) to the Company’s audited consolidated financial statements for the year ended September 30, 2025, as well as in the Q3 Financial Statements. Accordingly, the number of voting common shares potentially issuable under the disputed conversion right cannot presently be determined.

Subsequent to June 30, 2026: 425,000 and 200,000 restricted share units were settled on July 6 and July 7, 2026, respectively; 400,000 warrants were exercised into voting common shares effective July 7, 2026; a further 400,000 warrants were exercised into voting common shares effective July 14, 2026; 16,750 restricted share units were settled on July 21, 2026; a convertible promissory note was converted into 27,959 voting common shares effective July 28, 2026; and 75,000 restricted share units granted vested immediately and were settled in 75,000 voting common shares, effective August 13, 2026.

For a detailed breakdown of the Company’s outstanding securities as at September 30, 2025, including exercise prices, expiry dates, vesting conditions, and changes between September 30, 2025 and August 24, 2026, please refer to Section 4 (Subsequent Events) and Section 9 (Material Transactions) of this MD&A, as well as to the Q3 MD&A and the Q3 Financial Statements referenced above.

19.

FILING

These documents have been filed electronically with the Canadian securities regulators through the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) and may be accessed through SEDAR+’s website at www.sedarplus.ca.

Page 46 of 46

Exhibit 99.7

Form 52-109F1R

Certification of refiled annual filings

This certificate is being filed on the same date that Bitzero Holdings Inc. (the “issuer”) has refiled the annual financial statements and MD&A for the period ended September 30, 2025.

I, Mohammed Bakhashwain, the Chief Executive Officer of Bitzero Holdings Inc., certify the following:

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended September 30, 2025.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: September 9, 2026

/s/ Mohammed Bakhashwai

Mohammed Bakhashwain

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.8

Form 52-109F1R

Certification of refiled annual filings

This certificate is being filed on the same date that Bitzero Holdings Inc. (the “issuer”) has refiled the annual financial statements and MD&A for the period ended September 30, 2025.

I, Igor Kostioutchenko, the Chief Financial Officer of Bitzero Holdings Inc., certify the following:

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended September 30, 2025.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: September 9, 2026

/s/ Igor Kostioutchenko

Igor Kostioutchenko
Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.9

Bitzero Holdings Inc. Announces Refiling of its Annual and Interim
Financial Statements and MD&A

VANCOUVER, BC – September 9, 2026 – Bitzero Holdings Inc. (Nasdaq: AIBZ) (CSE: AIBZ.U) (FSE: 000) (“Bitzero” or the “Company”), a provider of sustainable high-performance compute (“HPC”) and AI data center infrastructure, today announced that it has amended and refiled its annual and interim financial statements and related management’s discussion and analysis, as described below.

Refiling of Annual and Interim Financial Statements

The Company has amended and refiled:

•

its audited consolidated financial statements and related management’s discussion and analysis (“MD&A”) for the year ended September 30, 2025 (the “Annual Filings”); and

•

its unaudited interim condensed consolidated financial statements and related MD&A for the three and nine months ended June 30, 2026 (the “Interim Filings” and, together with the Annual Filings, the “Affected Filings”).

The refilings follow a review by the British Columbia Securities Commission (the “BCSC”) of the Company’s continuous disclosure record and relate to the classification and presentation of the warrants issued in connection with the Company’s senior secured loan. The reclassification is non-cash in nature and does not affect the Company’s total assets, total liabilities, shareholders’ equity, net loss, total comprehensive loss or cash and cash equivalents. The amended and restated Affected Filings have been filed on SEDAR+ at www.sedarplus.ca.

Nature of the Reclassification

With the assistance of an independent valuation specialist, management re-performed the IFRS classification analysis for the warrants issued in connection with the senior secured loan (the “JGB First Warrants”). Because the JGB First Warrants contain provisions that may result in a variable number of common shares being issued, they do not satisfy the “fixed-for-fixed” condition under IAS 32 and are classified as derivative financial liabilities measured at fair value through profit or loss, rather than being presented within senior secured loans. The Affected Filings have been amended and refiled to reflect, among other items:

•

in the audited financial statements for the year ended September 30, 2025, the separate presentation of the JGB First Warrants as a current derivative financial liability measured at fair value through profit or loss, with the related host debt presented at amortized cost, resulting in the reclassification of $7,716,025 from non-current liabilities to current liabilities, with no change to total liabilities; and

•

in the interim financial statements for the three and nine months ended June 30, 2026, the revision of the comparative statement of financial position as at September 30, 2025 to conform to that presentation, together with the reorganization and disaggregation of certain note disclosures.

As the fair value of the JGB First Warrants at September 30, 2025 remained materially consistent with their fair value at initial recognition, no remeasurement gain or loss was recognized, and the reclassification did not affect the Company’s total assets, total liabilities, shareholders’ equity, net loss or cash flows for the periods presented.

Previously Filed Documents Superseded

The amended and restated Affected Filings replace and supersede the corresponding financial statements and MD&A previously filed by the Company. Readers should rely only on the amended and restated Affected Filings now available on SEDAR+.

Summary of Principal Effects

The reclassification is non-cash and did not change the Company’s total assets, total liabilities, shareholders’ equity, net loss or cash and cash equivalents. Its principal effect was to reclassify the JGB First Warrant derivative liability between non-current and current liabilities as at September 30, 2025, as summarized below.

As at, and for the year ended, September 30, 2025 (US$)

	As previously filed	As revised
Current liabilities	13,566,493	21,282,518
Non-current liabilities	16,323,514	8,607,489
Total liabilities	29,890,007	29,890,007
Total assets	42,740,718	42,740,718
Total shareholders’ equity	12,850,711	12,850,711
Net loss	(16,548,342)	(16,548,342)
Working capital (deficiency)	(6,350,676)	(14,066,701)

The above figures are derived from the restatement reconciliations set out in the notes to the amended and restated financial statements. Complete information is contained in the amended and restated Affected Filings available on SEDAR+.

About Bitzero Holdings Inc.

Bitzero Holdings Inc. is a provider of IT energy infrastructure and high-efficiency power for data centers. The Company focuses on data center development, high-performance compute, and strategic data center hosting partnerships. Bitzero Holdings Inc. has four data center locations in the North American and Nordic regions, with its Nordic assets powered by clean, low-carbon energy sources. Visit www.bitzero.com for more information.

Bitzero Contact

Mohammed Bakhashwain
+44 777 303 0394
investors@bitzero.com

Bitzero Investor Relations Contact

Victoria Rutherford
480-625-5772
Victoria@adcap.ca

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will, may or could occur in the future are forward-looking information. Forward-looking information in this news release includes, among other things, statements regarding the anticipated effects of the reclassification, the completion of the refiling of the Affected Filings and the Company’s removal from the Commission’s list of issuers in default, and the resolution of the matters raised in the BCSC’s review. Forward-looking information is based on management’s current expectations and assumptions and is subject to known and unknown risks and uncertainties that could cause actual results to differ materially, including that the BCSC or the Company’s auditor may require further changes, and the additional risk factors described in the Company’s continuous disclosure filings available on SEDAR+ at www.sedarplus.ca and in the Company’s filings with the Commission available on EDGAR at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Exhibit		Description of Exhibit

99.1		Unaudited Condensed Interim Consolidated Financial Statements for the three months ended June 30, 2026 and 2025
99.2		Management’s Discussion and Analysis for the three-month period ended June 30, 2026
99.3		Certification of Interim Filings CEO dated September 9, 2026
99.4		Certification of Interim Filings CFO dated September 9, 2026
99.5		Audited Consolidated Financial Statements for the years ended September 30, 2025 and 2024
99.6		Management’s Discussion and Analysis for the year ended September 30, 2025
99.7		Certification of Annual Filings CEO dated September 9, 2026
99.8		Certification of Annual Filings CFO dated September 9, 2026
99.9		News Release dated September 9, 2026 – Bitzero Holdings Inc. Announces Refiling of its Annual and Interim Financial Statements and MD&A

Bitzero posts $23.5M revenue, flags going concern

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	BITZERO HOLDINGS INC.
	(Registrant)

Date: September 9, 2026	By	/s/ Mohammed Bakhashwain
		Mohammed Bakhashwain
		Chief Executive Officer