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DeFi Technologies (Nasdaq: DEFT) Q1 2026 profit and changing crypto exposure

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

DeFi Technologies Inc. reported first-quarter 2026 net income of $4.9M, down from $30.0M a year earlier, as volatile crypto markets reduced fair value gains. Total revenues were $11.2M compared with $43.8M in 2025, mainly due to much smaller realized and unrealized gains on digital assets and equity investments.

Despite lower earnings, the company’s financial position strengthened. Working capital improved to $47.3M and cash stood at $87.6M as of March 31, 2026. Total assets were $634.2M, including $381.4M of digital assets, while liabilities totaled $478.0M, largely ETP payables. Shareholders’ equity rose to $156.1M, supported by warrant revaluation gains and a reduced deficit.

Positive

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Negative

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Insights

Results remain profitable but heavily driven by crypto mark-to-market swings.

DeFi Technologies stayed profitable in Q1 2026 with net income of $4.9M, yet this was far below the prior period’s $30.0M. The business model is tightly linked to digital-asset valuations through ETP payables and large on‑balance‑sheet token holdings.

Total revenues fell to $11.2M from $43.8M, mainly because realized and unrealized gains on digital assets and equity funds shrank. At the same time, the company booked a $5.8M gain from lowering its warrant liability, partially offsetting an impairment of $0.4M on Reflexivity intangibles.

The balance sheet shows sizable crypto exposure: digital assets of $381.4M, including $163.0M loaned out and $25.5M staked as of March 31, 2026. Working capital turned positive, helped by lower ETP payables and strong cash of $87.6M. Future performance will continue to depend on digital-asset prices and counterparties’ credit quality.

Total revenue Q1 2026 $11,193,117 Three months ended March 31, 2026
Net income Q1 2026 $4,931,699 Three months ended March 31, 2026
Basic EPS Q1 2026 $0.01 per share Three months ended March 31, 2026
Cash and cash equivalents $87,595,108 As of March 31, 2026
Digital assets balance $381,352,048 Fair value as of March 31, 2026
ETP holders payable $444,346,794 Liability as of March 31, 2026
Total assets $634,181,199 As of March 31, 2026
Working capital $47,333,057 As disclosed in going concern note at March 31, 2026
digital assets loaned financial
"As at March 31, 2026, digital assets loaned ... had a fair value of $162,958,254"
exchange traded products financial
"The Company generates revenues through the issuance of exchange traded products that synthetically track the value of a single DeFi protocol"
Exchange traded products are securities that trade on stock exchanges and are designed to track the price of an asset, index, or investment strategy—think of them as a single basket you can buy that represents many underlying things like stocks, bonds, or commodities. They matter to investors because they offer an easy, often lower-cost way to get broad or targeted market exposure and can be bought or sold throughout the trading day like a regular share, making diversification and tactical moves simpler.
fair value through profit and loss financial
"equity investments in digital assets funds, at FVTPL"
expected credit loss financial
"The $106,966 ECL on these coins has been expensed to bad debt expense."
Expected credit loss is an estimate lenders make of the amount of loans or receivables they are likely not to collect, calculated ahead of actual defaults. Think of it like setting aside money for groceries that will spoil before you can use them: it reduces reported profit and the value of loan assets today. Investors watch this figure because rising expected losses signal weakening borrower quality, greater future write‑downs and higher capital needs.
going concern basis financial
"These condensed consolidated interim financial statements were prepared on a going concern basis of presentation"
warrant liability financial
"As at March 31, 2026, the Company had the following common share purchase warrants ... classified as liabilities"
Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May, 2026.

 

Commission File Number 001-41056

 

DEFI TECHNOLOGIES INC.

(Translation of registrant’s name into English)

 

Suite 2400, 333 Bay Street, Toronto, Ontario, Canada M5H 2T6 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐          Form 40-F ☒

 

 

 

 

 

 

Exhibit Index

 

Exhibit   Description of Exhibit
     
99.1   Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2026
99.2   Management’s Discussion & Analysis for the three months ended March 31, 2026
99.3   Form 52-109F2 - Certification of interim filings (CEO)
99.4   Form 52-109F2 - Certification of interim filings (CFO)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 14, 2026 DEFI TECHNOLOGIES INC.
     
  By: /s/ Philippe Lucet
    Philippe Lucet
    Corporate Secretary

 

2

 

Exhibit 99.1

 

 

 

 

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

 

For the three months ended March 31, 2026 and 2025

 

(expressed in U.S. dollars)

 

 

 

 

 

 

 

 

DeFi Technologies Inc.

 

Table of Contents

 

Condensed consolidated interim statements of financial position3
Condensed consolidated interim statements of operations and comprehensive income 4
Condensed consolidated interim statements of cash flows 5
Condensed consolidated interim statements of changes in shareholders’ equity 6
Notes to the condensed consolidated interim financial statements 7-52

 

2

 

 

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in U.S. dollars)

 

 

       March 31,
2026
   December 31,
2025
 
   Note   $   $ 
             
Assets            
Current            
Cash and cash equivalents   3,23    87,595,108    91,234,090 
Client cash deposits   3    546,845    5,615,054 
Prepaid expenses and other assets   4    9,998,569    9,596,921 
Public investments, at fair value through profit and loss   5,23,26    201,081    272,520 
Investment in associate   10    2,390,530    2,423,934 
Digital assets   6    192,860,846    356,450,053 
Digital assets loaned   6    147,015,371    87,326,227 
Digital assets staked   6,7    25,498,997    38,986,741 
Equity investments in digital assets funds, at FVTPL   6,7    56,872,332    75,411,946 
Total current assets        522,979,679    667,317,486 
                
Private investments, at fair value through profit and loss   5,23,26    29,064,422    29,372,628 
Digital assets   6    33,951    62,367 
Digital assets loaned   6    15,942,883    32,761,543 
Equity investments in digital assets funds, at FVTPL   6,7    28,245,558    56,570,104 
Right-of-use asset   15    2,834,512    2,999,253 
Intangible assets   9    -    400,208 
Goodwill   9    35,080,194    35,080,194 
Total assets        634,181,199    824,563,783 
Liabilities and shareholders’ equity               
Current liabilities               
Accounts payable and accrued liabilities   11,26,27    5,602,726    9,270,110 
Loans payable   12,23    -    2,611,009 
Trading liabilities        17,276,335    24,122,640 
ETP holders payable   13    444,346,794    622,304,667 
Derivative liability        45,088    - 
Warrant liability   14    7,808,220    13,599,316 
Lease liability - current portion   15    567,449    553,973 
Total current liabilities        475,646,612    672,461,715 
                
Lease liability   15    2,400,689    2,548,215 
Total non-current liabilities        2,400,689    2,548,215 
Total liabilities        478,047,301    675,009,930 
                
Share capital   21    226,098,029    222,974,359 
Preferred shares   21    3,190,601    3,190,601 
Share-based payments reserves   22    23,049,153    24,972,066 
Accumulated other comprehensive income        (1,508,237)   (1,481,289)
Deficit        (94,695,648)   (100,101,884)
Total shareholders’ equity        156,133,898    149,553,853 
Total liabilities and shareholders’ equity        634,181,199    824,563,783 
Nature of operations and going concern   1           
Commitments and contingencies   27           

 

Approved on behalf of the Board of Directors:   
    
“Johan Wattenstrom”  “Per von Rosen”
Director  Director

 

See accompanying notes to these condensed consolidated interim financial statements

 

3

 

 

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Operations and Comprehensive Income

(Expressed in U.S. dollars)

 

 

       Three months ended March 31, 
       2026   2025 
       $   $ 
           (See Note 2 (e)) 
Revenues            
Staking and lending income   19    1,894,859    3,522,757 
Management fees        1,356,716    2,532,855 
Trading commissions        2,902,012    2,084,694 
Other revenue        115,909    182,750 
Revenues excluding realized and net change in unrealized gains (losses)        6,269,496    8,323,056 
                
Realized and net change in unrealized (loss) gain on digital assets   16    (130,089,979)   (159,833,683)
Realized and net change in unrealized (loss) gain on equity investments at FVTPL   17    (39,054,168)   (84,920,897)
Realized and net change in unrealized gain (loss) on ETP payables   18    174,112,856    280,223,955 
Realized and net change in unrealized gain (loss) on derivative liabilities        (45,088)   - 
Revenues from realized and net change in unrealized gains (losses)        4,923,621    35,469,375 
Total revenues        11,193,117    43,792,431 
                
Operating expenses               
Operating, general and administration   20    8,487,698    6,322,825 
Share based payments   22    1,536,544    5,115,208 
Depreciation - equipment        -    103 
Amortization - right-of-use assets   15    150,205    - 
Amortization - intangibles   9    24,280    373,018 
Fees and commissions        1,137,180    1,317,457 
Foreign exchange (gain) loss        70,007    (659,168)
Total operating expenses        11,405,914    12,469,443 
Operating income (loss)        (212,797)   31,322,988 
                
Realized (loss) gain on investments   5    -    (469,594)
Unrealized (loss) gain on investments   5    (470,158)   2,654 
Interest income        442,556    9,013 
Interest expense   21    (335,700)   (118,789)
Loss on investment in associate   10    (33,404)   - 
Change in fair value of warrant liability   14    5,791,096    - 
Bad debt recovery        126,034    - 
Impairment loss   9    (375,928)   - 
Total other (expenses) income        5,144,496    (576,716)
Net income for the period before taxes        4,931,699    30,746,272 
Current income taxes        -    746,452 
Net income for the period after taxes        4,931,699    29,999,820 
Other comprehensive income               
Cumulative translation adjustment        (26,948)   (69,292)
Net income and comprehensive income for the period        4,904,751    29,930,528 
                
Income per share               
Basic        0.01    0.10 
Diluted        0.01    0.10 
                
Weighted average number of shares outstanding:               
Basic        386,635,240    295,591,423 
Diluted        406,216,644    295,591,423 

 

See accompanying notes to these condensed consolidated interim financial statements

 

4

 

 

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in U.S. dollars)

 

 

       Three months ended March 31, 
       2026   2025 
   Note   $   $ 
           (See Note 2 (e)) 
Cash (used in) provided by operations:            
Net income for the period after taxes       $4,931,699   $29,999,820 
Adjustments to reconcile net (loss) income to cash (used in) operating activities:               
Share-based payments   22    1,536,544    5,115,208 
Impairment loss   9    375,928    - 
Interest expense        -    107,260 
Depreciation - equipment        -    103 
Amortization - right-of-use asset   15    150,205    - 
Amortization - Intangible asset   9    24,280    373,018 
Realized loss on investments, net   23    -    469,594 
Unrealized loss (gain) on investments, net   23    470,158    (2,654)
Realized and net change in unrealized (loss) gain on digital assets   16    130,089,979    159,833,683 
Realized and net change in unrealized gain (loss) on ETP payables   18    (174,112,856)   (280,223,955)
Realized and net change in unrealized (loss) gain on equity investments at FVTPL   17    39,054,168    90,856,821 
Staking and lending income   19    (1,894,859)   (9,782,206)
Management fee revenue        (1,356,716)   (2,532,855)
Non-cash ETP settlement        1,046,718    - 
Non-cash trading fees        (779,021)   - 
Change in fair value of warrant liability   14    (5,791,096)   - 
Lease interest expense        66,113    - 
Loss on investment in associate        33,404    - 
Unrealized loss on foreign exchange        (1,754,526)   1,372,819 
         (7,909,878)   (4,413,344)
Adjustment for:               
Purchase of digital assets   23    (1,490,011)   (56,990,688)
Disposal of digital assets   23    16,118,787    10,284,740 
Disposal of equity investments   23    -    - 
Purchase of investments   23    -    (486,969)
Change in client digital assets        -    (1,648,220)
Change in client cash deposit        5,068,209    - 
Change in prepaid expenses and deposits        (401,648)   116,772 
Change in accounts payable and accrued liabilities        (3,528,634)   (396,375)
Change in trading liabilities        (6,846,305)   (893,794)
Change in derivative liability        45,088    - 
Change in loan payable        -    (107,260)
Net cash (used in) operating activities        1,055,608    (54,535,138)
Investing activities               
Net cash paid for acquisition of subsidiaries   8    -    (545,681)
Net cash (used in) provided by investing activities        -    (545,681)
Financing activities               
Proceeds from ETP holders        73,304,530    229,360,354 
Payments to ETP holders        (75,027,441)   (178,925,180)
Loan repaid        (2,611,009)   - 
Proceeds from option exercises   22    -    2,353,924 
Lease payments   15    (200,163)   - 
Net cash provided by financing activities        (4,534,083)   52,789,098 
Effect of exchange rate changes on cash and cash equivalents        (160,507)   269,792 
Change in cash and cash equivalents        (3,638,982)   (2,021,929)
Cash, beginning of period        91,234,090    15,931,525 
Cash and cash equivalents, end of period       $87,595,108   $13,909,596 

 

See accompanying notes to these condensed consolidated interim financial statements

 

5

 

 

DeFi Technologies Inc.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Expressed in U.S. dollars)

 

 

                   Share-based payments                     
   Number of Common Shares   Common Shares   Number of Preferred Shares   Preferred Shares   Options   Deferred Shares Unit (DSU)   Restricted Shares Unit (RSU)   Performance Share Unit (PSU)   Warrants   Share-based Payments Reserve   Accumulated other comprehensive income   Non-controlling interest   Deficit   Total 
                                                         
Balance, December 31, 2025   385,827,975   $222,974,359    4,500,000   $3,190,601   $14,052,954   $9,109,269   $1,191,943   $31,552   $586,348   $24,972,066   $(1,481,289)  $-   $(100,101,884)  $149,553,853 
DSU exercised   1,663,750    2,572,420    -    -    -    (2,572,420)   -    -    -    (2,572,420)   -    -         - 
RSU conversion   285,514    551,250    -    -    -    -    (551,250)   -    -    (551,250)   -    -    -    - 
RSUs cancelled   -    -    -    -    -    -    (106,211)        -    (106,211)   -    -    -    (106,211)
Options expired   -    -    -    -    (474,537)   -    -    -    -    (474,537)   -    -    474,537    - 
Directors’ RSUs granted   -    -    -    -    -    -    138,750    -    -    138,750    -    -    -    138,750 
Share-based payments   -    -    -    -    232,981    543,857    815,208    50,709    -    1,642,755    -    -    -    1,642,755 
Net income and comprehensive income   -    -    -    -    -    -    -    -    -    -    (26,948)   -    4,931,699    4,904,751 
Balance, March 31, 2026   387,777,239   $226,098,029    4,500,000   $3,190,601   $13,811,398   $7,080,706   $1,488,440   $82,261   $586,348   $23,049,153   $(1,508,237)  $-   $(94,695,648)  $156,133,898 
                                                                       
Balance, December 31, 2024 (See Note 2(e))   321,257,689   $153,294,666    4,500,000   $3,190,601   $16,904,428   $8,768,445   $-   $-   $728,133   $26,401,006    (294,045)   -    (163,448,031)   19,144,197 
Acquisition of Neuronomics   186,034    442,722    -    -    -    -    -    -    -    -    -    -    -    442,722 
Options exercised   2,747,595    4,771,371    -    -    (2,417,447)   -    -    -    -    (2,417,447)   -    -    -    2,353,924 
DSUs exercised   1,439,505    1,249,415    -    -    -    (1,249,415)   -    -    -    (1,249,415)   -    -    -    - 
Share-based payments   -    -    -    -    2,229,367    2,885,841    -    -    -    5,115,208    -    -    -    5,115,208 
Other   -    -    -    -    -    -    -    -    -    -    (69,292)   -    -    (69,292)
Net income and comprehensive income   -    -    -    -    -    -    -    -    -    -    -    1,484,854    29,999,820    31,484,674 
Balance, March 31, 2025   325,630,823   $159,758,174    4,500,000   $3,190,601   $16,716,348   $10,404,871   $-   $-   $728,133   $27,849,352   $(363,337)  $1,484,854   $(133,448,211)  $58,471,433 

 

See accompanying notes to these condensed consolidated interim financial statements

 

6

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

1.Nature of operations and going concern

 

DeFi Technologies Inc. (the “Company” or “DeFi”), is a publicly listed company incorporated in the Province of British Columbia and continued under the laws of the Province of Ontario. The Company’s primary stock exchange listing is the CBOE Canada Exchange under the symbol “DEFI”. In May 2025, the Company dual listed its shares on the Nasdaq Capital Markets Exchange under the symbol of “DEFT” to gain improved access to U.S. capital markets. DeFi is a Canadian technology company bridging the gap between traditional capital markets and decentralized finance. The Company generates revenues through the issuance of exchange traded products that synthetically track the value of a single DeFi protocol, investments in various companies and leading protocols across the decentralized finance ecosystem to build a diversified portfolio of decentralized finance assets, providing premium membership for research reports to investors and offering node management of decentralized protocols to support governance, security and transaction validation. The Company’s head office is located at 333 Bay Street, Suite 2400, Toronto, Ontario, Canada, M5H 2R2.

 

These condensed consolidated interim financial statements were prepared on a going concern basis of presentation, which contemplates the realization of assets and settlement of liabilities as they become due in the normal course of operations for the next fiscal year. As at March 31, 2026, the Company has working capital of $47,333,057 (December 31, 2025 – working capital deficiency of $5,144,229), including cash of $87,595,108 (December 31, 2025 - $91,234,090) and accumulated deficit of $94,722,596 (December 31, 2025 - $100,101,884), and for the three months ended March 31, 2026 had a net income and comprehensive income of $4,904,751 (for the three months ended March 31, 2025 – net income and comprehensive income of $29,930,528). The Company’s current source of operating cash flow is dependent on the success of its business model and operations which are also influenced by cryptocurrency prices and there can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company.

 

These condensed consolidated interim financial statements do not reflect adjustments in the carrying value of the assets and liabilities, the reported revenues and expenses and the balance sheet classifications that would be necessary if the going concern assumption were not appropriate. These adjustments could be material.

 

International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply chains. Volatility in digital asset prices and supply chain disruptions may adversely affect the Corporation’s business, financial condition, financing options, and results of operations.

 

2.Material accounting policy information

 

(a)Statement of compliance

 

These condensed consolidated interim financial statements of the Company were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34 – Interim Financial Reporting. These condensed consolidated interim financial statements should be read in conjunction with the annual audited consolidated financial statements for the years ended December 31, 2025 and 2024, which was prepared in accordance with IFRS as issued by the IASB. These condensed consolidated interim financial statements of the Company were approved for issue by the Board of Directors on May 14, 2026.

 

(b)Basis of consolidation

 

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect these returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. The condensed consolidated interim financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiary after eliminating inter-entity balances and transactions.

 

7

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

2.Material accounting policy information (continued)

 

These condensed consolidated interim financial statements comprise the financial statements of the Company and its wholly owned subsidiaries Reflexivity LLC, Valour Inc., Valour Europe AG, DeFi Middle East DMCC, Stillman Digital Inc., and Stillman Digital Bermuda Ltd., Valour Funds SPC. Neuronomics AG was 52.5% owned until September 30, 2025 by the Company and was consolidated on the basis of control. On September 30, 2025, the Company’s ownership in Neuronomics dropped to 44.68% and the investment was reclassified to investment in associate. Valour Digital Securities Limited is 0% owned by the Company and consolidated on the basis of control. On February 8, 2026, the Company incorporated Valour Funds SPC to serve as its planned crypto fund. All material intercompany transactions and balances between the Company and its subsidiaries have been eliminated on consolidation. DeFi Holdings (Bermuda) Ltd. was dissolved on January 26, 2026.

 

Intercompany balances and any unrealized gains and losses or income and expenses arising from intercompany transactions are eliminated in preparing the condensed consolidated interim financial statements.

 

(c)Basis of preparation and functional currency

 

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments and investments that have been measured at fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.

 

Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, monetary assets and liabilities in foreign currencies other than the functional currency are translated using the year end foreign exchange rate. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities in foreign currencies other than the functional currency are translated using the historical rate. All gains and losses on translation of these foreign currency transactions and balances are included in the profit and loss. The functional currency for DeFi, DeFi Bermuda, Reflexivity LLC, Valour Inc., Valour Europe AG, Stillman Digital Inc., Stillman Digital Bermuda Ltd. and Valour Digital Securities Limited is the U.S Dollar. The functional currency of DeFi Middle East DMCC is the United Arab Emirates Dirham. The functional currency of Neuronomics AG is the Swiss Franc.

 

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet,

 

income and expenses for each statement of loss and comprehensive loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

 

all resulting exchange differences are recognized in other comprehensive loss.

 

On consolidation, exchange differences arising from the translation of any net investment in foreign entities and of borrowings are recognized in other comprehensive loss. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

 

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

 

IFRS does not have clear and definitive guidance on the treatment of custodied digital assets. As such, the Company looked to industry practice and other standard setting bodies, such as SEC Staff Accounting Bulletins (“SAB”) and US GAAP for guidance on the treatment of these assets.

 

8

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

2.Material accounting policy information (continued)

 

(d)New and future accounting change

 

IFRS 7 and IFRS 9 - In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG) - linked features and other similar contingent features and the treatment of nonrecourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI. The amendments are effective for annual periods starting on or after January 1, 2026. Adoption of this standard did not have a material impact on the Company’s condensed consolidated interim financial statements.

 

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods on or after January 1, 2027 or later periods. Many are not applicable or do not have a significant impact to the Company and have been excluded.

 

IFRS 18 - In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standard replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.

 

3.Cash and cash equivalents

 

   31-Mar-26   31-Dec-25 
Cash at banks  $67,965,700   $73,374,606 
Cash at brokers   18,812,946    17,742,923 
Cash at digital currency exchanges   816,462    116,561 
   $87,595,108   $91,234,090 

 

The Company also holds client cash deposits for trading purposes in the United States and Bermuda and has classified these deposits as client cash deposits on the statement of financial position. As at March 31, 2026, the balance in client cash deposits was $546,845 (December 31, 2025 - $5,615,054).

 

4.Prepaid expenses and other assets

 

   31-Mar-26   31-Dec-25 
Prepaid insurance  $-   $167,500 
Prepaid expenses   373,813    624,679 
Trading receivables   9,034,308    8,214,295 
Other assets   590,448    590,447 
   $9,998,569   $9,596,921 

 

9

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

5.Investments, at fair value through profit and loss

 

At March 31, 2026, the Company’s investment portfolio consisted of one publicly traded investment and twelve private investments for a total estimated fair value of $29,265,503 (December 31, 2025 – one publicly traded investment and twelve private investments for a total estimated fair value of $29,645,148).

 

During the three months ended March 31, 2026, the Company had a realized loss of $nil and an unrealized loss of $470,158 (March 31, 2025 – realized loss of $469,594 and an unrealized gain of $2,654) on private and public investments.

 

Public Investments

 

At March 31, 2026, the Company’s one public investment had a total fair value of $201,081.

 

Public Issuer  Note   Security description  Cost   Estimated Fair Value   %
of FV
 
TenX Protocols Inc.             1,334,000 common shares and 667,000 warrants  $729,965   $201,081    100.0%
Total public investments          $729,965   $201,081    100.0%

 

At December 31, 2025, the Company’s one public investment had a total fair value of $272,520.

 

Public Issuer  Note   Security description  Cost   Estimated Fair Value   %
of FV
 
TenX Protocols Inc.      1,334,000 common shares and 667,000 warrants  $729,965   $272,520    100.0%
Total public investments                    $729,965   $272,520    100.0%

 

Private Investments

 

At March 31, 2026, the Company’s twelve private investments had a total fair value of $29,064,422.

 

Private Issuer  Note   Security description  Cost   Estimated Fair Value   %
of FV
 
Amina Bank AG       3,906,250 non-voting shares  $24,749,403   $24,338,445    83.7%
Earnity Inc.       85,142 preferred shares   95,538    -    0.0%
Luxor Technology Corporation       201,633 preferred shares   460,016    526,102    1.8%
SDK:meta, LLC       1,000,000 units   2,495,232    -    0.0%
Skolem Technologies Ltd.       16,354 preferred shares   129,495    -    0.0%
VolMEX Labs Corporation       Rights to certain preferred shares and warrants   30,000    -    0.0%
Global Benchmarks AB   (i)   53,300 common shares   199,875    199,875    0.7%
ZKP Corporation   (i)   370,370 common shares   1,000,000    1,000,000    3.4%
CH Technical Solutions SA       25 common shares   3,952,977    -    0.0%
Canada Stablecorp Inc.       303,030 common shares   500,000    500,000    1.7%
Continental Stable Coin       Rights to certain preferred shares   500,000    500,000    1.7%
Bonsol Labs Inc.       Rights to certain preferred shares   2,000,000    2,000,000    6.9%
Total private investments          $36,112,536   $29,064,422    100.0%

 

(i)Investments in related party entities - see Note 26

 

10

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

5.Investments, at fair value through profit and loss (continued)

 

At December 31, 2025, the Company’s twelve private investments had a total fair value of $29,372,628.

 

Private Issuer  Note   Security description  Cost   Estimated Fair Value   %
of FV
 
Amina Bank AG       3,906,250 non-voting shares  $24,749,403   $24,285,752    82.7%
Earnity Inc.       85,142 preferred shares   95,538    -    0.0%
Luxor Technology Corporation       201,633 preferred shares   460,016    524,963    1.8%
SDK:meta, LLC       1,000,000 units   2,495,232    -    0.0%
Skolem Technologies Ltd.       16,354 preferred shares   129,495    -    0.0%
VolMEX Labs Corporation       Rights to certain preferred shares and warrants   30,000    -    0.0%
Global Benchmarks AB   (i)   53,300 common shares   199,875    199,875    0.7%
ZKP Corporation   (i)   370,370 common shares   1,000,000    1,000,000    3.4%
CH Technical Solutions SA       25 common shares   3,952,977    362,038    1.2%
Canada Stablecorp Inc.       303,030 common shares   500,000    500,000    1.7%
Continental Stable Coin       Rights to certain preferred shares   500,000    500,000    1.7%
Bonsol Labs Inc.       Rights to certain preferred shares   2,000,000    2,000,000    6.8%
Total private investments          $36,112,536   $29,372,628    100.0%

 

(i)Investments in related party entities - see Note 26

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked

 

As at March 31, 2026, the Company’s digital assets consisted of the below digital currencies, with a fair value of $381,352,048 (December 31, 2025 - $515,586,931). Digital currencies are recorded at their fair value on the date they are acquired and are revalued to their current market value at each reporting date. Fair value is determined by taking the mid-point price at 17:30 CET from Kraken, Bitfinex, Binance, Coinbase, Bitstamp, Bybit OKX, Vinter, Compass and Gate.IO and other exchanges consistent with the final terms for each ETP. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Volmex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com.

 

11

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued)

 

The Company’s holdings of digital assets consist of the following:

 

   March 31, 2026   December 31, 2025 
   Quantity   $   Quantity   $ 
Binance Coin (BNB)   1,548.7372    945,367    1,763.4867    1,520,530 
Bitcoin (BTC)   2,663.4200    174,657,889    2,596.9563    223,491,846 
Ethereum (ETH)   22,786.9822    46,943,952    21,329.9035    63,656,646 
Cardano (ADA)   68,139,566.4803    16,323,322    69,150,950.0310    23,565,970 
Polkadot (DOT)   3,240,541.3199    4,067,210    3,340,140.2001    6,035,593 
Solana (SOL)   201,607.0843    16,343,796    169,185.2128    21,097,592 
Uniswap (UNI)   394,020.1485    1,392,359    399,616.8814    2,332,473 
USDC   881,167.8800    2,065,670    -    4,461,378 
USDT   1,804,885.1700    13,714,099    -    18,098,752 
Litecoin (LTC)   6,233.4300    335,593    11,073.8030    851,800 
Dogecoin (DOGE)   53,616,738.4862    4,868,517    56,534,119.7635    6,828,612 
Cosmos (ATOM)   3,190.0442    5,388    12,005.8560    23,143 
Avalanche (AVAX)   524,220.7375    4,610,704    461,501.5177    5,740,226 
Polygon (POL)   523,225.8291    47,007    304,295.6891    31,088 
Ripple (XRP)   20,965,336.1353    27,729,096    21,146,529.3119    39,186,475 
Enjin (ENJ)   599,727.1912    12,174    576,307.9792    15,849 
Tron (TRX)   721,965.3616    225,490    663,171.3819    187,723 
Terra Luna (LUNA)   132,532.0000    7,308    141,177.2041    13,436 
Shiba Inu (SHIB)   22,197,299,853.3500    131,311    20,643,542,012.0300    143,214 
Pyth Network (PYTH)   4,801,974.8533    185,356    4,935,058.3767    280,805 
AAVE (AAVE)   5,130.6719    497,510    4,429.5388    652,127 
Algorand (ALGO)   1,921,656.4400    170,669    1,380,335.0800    153,904 
Aptos Mainnet (APT)   545,290.5290    479,419    517,026.2356    875,222 
Arweave (AR)   59,321.1500    101,617    64,940.4200    223,096 
Aerodome (AERO0X91)   2,072,115.4417    651,266    2,113,572.4104    917,924 
Arbitrum (ARB)   915,541.9600    84,241    1,489,777.0200    280,923 
Bitcoin Cash (BCH)   290.8753    136,528    860.1464    511,921 
Core (CORE)   12,845,082.1632    357,093    12,500,445.6036    1,377,549 
Curve DAO Token (CRV)   4,392,934.1600    931,178    3,939,395.2500    1,442,868 
Europa Coin (EURC)   63,864.0300    74,721    605,795.2800    708,780 
Fetch.ai (FET)   4,596,327.2767    1,051,180    4,619,586.9000    946,091 
Filecoin (FIL)   86,364.7159    71,311    83,678.3922    109,612 
The Graph (GRT)   423,474.5100    10,112    542,238.9100    18,229 
Hedera (HBAR)   87,034,776.5333    7,387,554    76,729,676.9089    8,317,073 
Internet Computer (ICP)   1,828,349.7292    4,164,887    1,778,949.0942    4,866,716 
Immutable (IMX)   450,205.7600    62,942    274,878.9400    61,176 
Injective (INJ)   346,477.1667    991,687    335,577.3200    1,463,990 
Jupiter (JUP)   2,997,266.5789    462,778    3,089,314.6000    583,880 
Lido DAO (LDO)   499,346.9400    162,969    513,196.1600    300,384 
Chainlink (LINK)   326,938.0488    2,832,488    347,418.3828    4,295,173 
NEAR Protocol (NEAR)   1,879,333.7269    2,223,564    1,701,315.2684    2,553,372 
Optimism (OP)   136,786.6700    15,053    173,791.6300    46,248 
MANTRA (OM)   1,881,045.1867    20,880    453,091.4000    31,807 
PAX Gold (PAXG)   9.8683    46,159    0.6905    2,999 
Pendle (PDL)   151,576.2333    169,462    182,478.7000    343,772 
Quant (QNT)   1,419.3251    99,310    1,014.7880    71,156 

 

12

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued)

 

   March 31, 2026   December 31, 2025 
   Quantity   $   Quantity   $ 
Ripple USD (RLUSD)   49,990.0000    50,020    50,126.0000    50,126 
RENDERSOL (RNDR)   1,727,656.1125    2,939,466    1,703,278.0201    2,193,856 
THORChain (RUNE)   278,735.5000    112,470    269,953.8000    151,768 
Sei Network (SEI1)   13,571,882.3733    662,308    16,419,686.8978    1,848,857 
SKY Governance Token (SKY)   621,474.0000    45,492    645,038.0000    37,735 
Stacks (STX)   49,304.8000    10,808    47,106.4000    11,744 
Sui (SUI)   13,815,098.2146    9,556,313    14,683,690.6345    16,459,983 
Bittensor (TAO)   21,237.6654    6,449,828    22,107.9024    4,906,095 
The TON Coin (TON)   521,038.3900    634,079    454,318.1948    739,494 
Wormhole (W)   4,120,354.4000    59,745    4,760,219.0000    157,563 
Tether Gold (XAUT6)   65.8023    302,130    34.4628    149,372 
dogwifhat (WIF)   39,649.3600    7,097    56,581.9600    15,277 
Worldcoin (WLD2)   988,665.2167    269,807    2,002,365.2100    969,345 
Stellar (XLM)   4,066,607.9400    672,245    3,704,385.3200    753,012 
StarkNet (STRK1)   3,111,382.0956    107,343    2,990,189.0056    231,441 
Sonic Labs (SONICLABS)   3,913,758.5512    159,348    3,959,492.2712    300,086 
Akash Network (AKT)   430,662.8394    212,274    375,586.0011    135,737 
Kaspa (KAS)   27,366,377.6465    870,251    24,576,822.7965    1,064,176 
Official Trump (TRUMP)   4,660.5400    13,954    2,309.3700    10,891 
Mantle (MNT)   173,067.9884    117,963    259,308.9369    251,037 
Story (IP)   5,446.5482    2,727    5,951.7992    10,187 
Crypto.com (CRO)   1,702,523.5662    118,666    1,453,014.1410    132,805 
Hyperliquid (HYPE)   42,085.4065    1,545,416    32,103.2182    830,677 
UNUS SED LEO (LEO)   1,004.9794    10,041    670.9046    6,266 
OKB (OKB)   253.3368    21,029    276.2829    30,051 
IOTA (IOTA)   1,420,824.0000    77,719    1,233,469.0000    102,131 
Ondo (ONDO)   2,624,206.1433    694,908    1,711,993.3233    634,291 
Theta Token (THETA)   119,007.3000    17,803    100,410.4000    26,749 
Celestia (TIA)   104,618.5800    30,674    111,295.8400    52,209 
Flare (FLR)   3,951,845.7683    30,429    3,689,429.0635    39,108 
Pi Network (PI)   126,085.7607    21,863    126,934.2148    25,895 
Ethna (ENA)   1,593,152.9900    144,180    1,686,126.1900    340,092 
Four (FORM)   33,378.7000    8,058    31,111.1000    10,777 
Virtuals Protocol (VIRTUAL)   2,119,532.7778    1,357,773    1,776,320.7111    1,179,832 
VeChain (VET)   8,713,323.1000    58,379    4,978,553.8000    52,773 
Penut the Squirrel (PNUT)   319,100.9300    12,636    445,601.2200    30,657 
Pepe (PEPE)   59,216,468,120.2000    17,980    40,164,090,458.7000    24,082 
Zcash (ZEC)   -    -    -    32,569 
Canton (CC)   203,427.2751    30,656    -    - 
Other Coins   1,901,362,685.1099    53,150    1,903,713,336.9885    45,132 
Current        365,375,214         482,763,021 
Solana (SOL)   132,000.0000    10,589,953    196,500.0000    24,471,703 
SUI (SUI)   8,327,991.5556    5,352,930    8,327,991.5556    8,289,840 
Other Coins   271,406,137.0826    33,951    271,406,137.0826    62,367 
Long-Term        15,976,834         32,823,910 
Total Digital Assets        381,352,048         515,586,931 

 

13

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued)

 

   March 31,
2026
   December 31,
2025
 
   $   $ 
Current digital assets        
Digital assets   192,860,846    356,450,053 
Digital assets loaned   147,015,371    87,326,227 
Digital assets staked   25,498,997    38,986,741 
Total current digital assets   365,375,214    482,763,021 
Non-current digital assets          
Digital assets   33,951    62,367 
Digital assets loaned   15,942,883    32,761,543 
Digital assets staked   -    - 
Total non-current digital assets   15,976,834    32,823,910 
Total digital assets   381,352,048    515,586,931 

 

In addition to the above noted digital assets, the Company has the following equity investments at fair value through profit and loss (“FVTPL”). See Note 7 for further details.

 

   March 31, 2026 
   Current   Long Term   Total 
   Quantity   Amount   Quantity   Amount   Quantity   Amount 
Fund A - Solana (SOL)   195,556.0745   $13,327,426    174,657.4221   $11,903,153    370,213.4966   $25,230,579 
Fund A - Avalanche (AVAX)   494,346.2754   $3,738,566    125,386.9082   $948,257    619,733.1836   $4,686,823 
        $17,065,992        $12,851,410        $29,917,402 
                               
Fund B - Solana (SOL)   349,667.2000   $23,841,160    225,778.8000   $15,394,148    575,446.0000   $39,235,308 
Fund B - USD   -   $15,965,180    -   $-    -   $15,965,180 
        $39,806,340        $15,394,148        $55,200,488 
Total       $56,872,332        $28,245,558        $85,117,890 

 

   December 31, 2025 
   Current   Long Term   Total 
   Quantity   Amount   Quantity   Amount   Quantity   Amount 
Fund A - Solana (SOL)   192,949.9577   $19,860,832    220,396.5353   $22,685,979    413,346.4930   $42,546,811 
Fund A - Avalanche (AVAX)   503,720.0812   $5,253,822    232,861.4009   $2,428,755    736,581.4821   $7,682,577 
        $25,114,654        $25,114,734        $50,229,388 
                               
Fund B - Solana (SOL)   470,185.9000   $50,297,296    294,049.0000   $31,455,366    764,234.9000   $81,752,662 
Total       $75,411,950        $56,570,100        $131,982,050 

 

The continuity of digital assets for the periods ended March 31, 2026 and December 31, 2025 is as follows:

 

   March 31,
2026
   December 31,
2025
 
Opening balance  $515,586,931   $555,838,900 
Digital assets acquired   1,490,011    273,427,760 
Digital assets disposed   (16,118,787)   (87,878,518)
Digital assets earned from staking, lending and fees   1,894,860    13,072,141 
Realized gain (loss) on digital assets   (34,460,655)   48,283,105 
Net change in unrealized gains and losses on digital assets   (95,629,324)   (282,272,597)
Settlement of Genesis loan   -    (6,100,598)
Digital assets transferred in from (out to) equity investments at FVTPL   7,809,992    2,749,352 
Foreign exchange gain (loss) / Fees / Other   779,020    (1,532,614)
   $381,352,048   $515,586,931 

 

14

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued)

 

Digital assets held by counterparty for the periods ended March 31, 2026 and December 31, 2025 are as follows:

 

   March 31,
2026
   December 31,
2025
 
Counterparty A  $96,973,878   $41,304,262 
Counterparty C   876,796    3,460,154 
Counterparty E   1,136,895    1,492,892 
Counterparty F   20,404,229    25,061,967 
Counterparty H   45,763,826    171,980,818 
Counterparty J   41,834,503    - 
Counterparty K   163,840,123    218,232,056 
Counterparty M   74,314    4,954,135 
Other   1,180,711    1,451,800 
Self custody   9,266,773    47,648,847 
Total  $381,352,048   $515,586,931 

 

Digital Assets held by lenders

 

The Company has a loan payable to Global Capital LLC (“Genesis”) for which Genesis holds digital assets as collateral against the loan. In prior periods, the digital assets and the loan payable were recorded separately on the statement of financial position. The Company has a loan payable to Genesis for which Genesis held digital assets as collateral. The digital assets and loan payable were previously recorded gross on the statement of financial position at $6,100,598 and $6,100,598, respectively, with the digital assets being written down to the value of the loan payable. After the approval of the motion on June 26, 2024, the Company obtained the legally enforceable right to set off the digital assets being held as collateral against the loan payable. As a result, the Company has netted the asset and liability on the statement of financial position, reducing both the Company’s digital assets and loan payable by $6,100,598, which represents the principal amount of the loan plus interest.

 

Following the court approved set-off, the remaining exposure for the Genesis loan is 68 BTC. Considering Genesis’ low credit quality due to its bankruptcy, the Company has applied a loss rate approach of 75% to calculate it’s expected credit loss on digital assets held by Genesis based on management’s best estimate. The expected credit loss of $3,410,686 on these 68 BTC has been recorded under realized and net change in unrealized (loss) gain on digital assets in the consolidated statement of income.

 

As of March 31, 2026, digital assets held by lenders as collateral consisted of the following:

 

   Number of coins
on loan
   Fair Value 
Bitcoin (BTC)   67.9793    1,136,895 
Total   67.9793    1,136,895 

 

As of December 31, 2025, digital assets held by lenders as collateral consisted of the following:

 

   Number of
coins
on loan
   Fair Value 
Bitcoin (BTC)    67.9793   $1,492,892 
Total    67.9793   $1,492,892 

 

As at December 31, 2025, the 67.9793 Bitcoin held by Genesis as collateral against a loan has been written down to $1,492,892, the fair value of the loan and interest held with Genesis.

 

15

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued)

 

In the normal course of business, the Company enters into open-ended lending arrangements with certain financial institutions, whereby the Company loans certain fiat and digital assets in exchange for interest income. The Company can demand the repayment of the loans and accrued interest at any time. The digital assets on loan are included in digital assets balances above.

 

Digital Assets loaned

 

As of March 31, 2026, the Company loaned select digital assets to borrowers at annual rates ranging from approximately 1.98% to 12.00% and accrued interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

 

As of December 31, 2025, the Company loaned select digital assets to borrowers at annual rates ranging from approximately 1.98% to 12.00% and accrued interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

 

As of March 31, 2026, digital assets on loan consisted of the following:

 

   Number of coins
on loan
   Fair Value   Fair Value Share 
Bitcoin (BTC)   680.4268    45,518,197    28%
Ethereum (ETH)   19,031.7196    39,185,121    24%
Solana (SOL)   299,521.8630    24,165,466    15%
Sui (SUI)   19,066,052.9730    12,254,966    8%
Ripple (XRP)   12,005,833.3333    15,874,113    10%
Bittensor (TAO)   19,081.8056    5,795,099    4%
Hedera (HBAR)   48,620,925.0000    4,103,606    3%
RENDERSOL (RNDR)   1,613,777.7778    2,745,682    2%
Avalanche (AVAX)   189,976.5000    1,670,900    1%
Internet Computer (ICP)   613,151.6667    1,390,628    1%
NEAR Protocol (NEAR)   1,151,954.2222    1,362,762    1%
Uniswap (UNI)   362,623.4444    1,281,149    1%
Virtuals Protocol (VIRTUAL)   1,650,483.6667    1,057,300    1%
Fetch.ai (FET)   4,445,466.6667    1,016,678    1%
Injective (INJ)   301,291.6667    862,357    1%
Curve DAO Token (CRV)   3,561,122.5000    754,602    0%
Kaspa (KAS)   22,821,137.7778    725,712    0%
Aerodome (AERO0X91)   2,017,635.6667    634,143    0%
Stellar (XLM)   3,401,765.2500    561,972    0%
Ondo (ONDO)   1,824,800.0000    483,207    0%
Jupiter (JUP)   2,733,558.0556    422,061    0%
Aptos Mainnet (APT)   470,820.3211    413,945    0%
AAVE (AAVE)   3,906.7167    378,233    0%
Pyth Network (PYTH)   4,587,486.6667    177,077    0%
THORChain (RUNE)   253,302.0000    102,207    0%
MANTRA (OM)   1,748,438.6667    19,408    0%
Worldcoin (WLD2)   6,093.3333    1,663    0%
Total   133,789,919.6868    162,958,254    100%

 

16

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued)

 

The digital assets loaned are classified as follows:

 

Current        
Bitcoin (BTC)   680.4268    45,518,197 
Ethereum (ETH)   19,031.7196    39,185,121 
Solana (SOL)   167,521.8630    13,575,513 
Sui (SUI)   10,738,061.4174    6,902,036 
Ripple (XRP)   12,005,833.3333    15,874,113 
Bittensor (TAO)   19,081.8056    5,795,099 
Hedera (HBAR)   48,620,925.0000    4,103,606 
RENDERSOL (RNDR)   1,613,777.7778    2,745,682 
Avalanche (AVAX)   189,976.5000    1,670,900 
Internet Computer (ICP)   613,151.6667    1,390,628 
NEAR Protocol (NEAR)   1,151,954.2222    1,362,762 
Uniswap (UNI)   362,623.4444    1,281,149 
Virtuals Protocol (VIRTUAL)   1,650,483.6667    1,057,300 
Fetch.ai (FET)   4,445,466.6667    1,016,678 
Injective (INJ)   301,291.6667    862,357 
Curve DAO Token (CRV)   3,561,122.5000    754,602 
Kaspa (KAS)   22,821,137.7778    725,712 
Aerodome (AERO0X91)   2,017,635.6667    634,143 
Stellar (XLM)   3,401,765.2500    561,972 
Ondo (ONDO)   1,824,800.0000    483,207 
Jupiter (JUP)   2,733,558.0556    422,061 
Aptos Mainnet (APT)   470,820.3211    413,945 
AAVE (AAVE)   3,906.7167    378,233 
Pyth Network (PYTH)   4,587,486.6667    177,077 
THORChain (RUNE)   253,302.0000    102,207 
MANTRA (OM)   1,748,438.6667    19,408 
Worldcoin (WLD2)   6,093.3333    1,663 
Total current digital assets on loan   125,329,928.1313    147,015,371 
Long-Term          
Solana (SOL)   132,000.0000    10,589,953 
SUI (SUI)   8,327,991.5556    5,352,930 
Total long-term digital assets on loan   8,459,991.5556    15,942,883 
Total   133,789,919.6868    162,958,254 

 

As of December 31, 2025, digital assets on loan consisted of the following:

 

   Number of coins
on loan
   Fair Value   Fair Value
Share
 
Bitcoin (BTC)   420.0000    36,894,425    31%
Ethereum (ETH)   8,000.0000    23,879,570    20%
Solana (SOL)   326,500.0000    40,661,634    34%
SUI (SUI)   18,737,981.0000    18,652,141    16%
Total   19,072,901.0000    120,087,770    100%

 

17

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued)

 

Digital Assets loaned (continued)

 

As of March 31, 2026, the digital assets on loan by significant borrowing counterparty is as follows:

 

   Interest rates  Number of coins
on loan
   Fair Value   Geography  Fair Value Share 
Counterparty A  1.7% - 12%   311,047.9041    80,338,312   Grand Cayman   49%
Counterparty F  1.5% - 3.5%   19,068,119.0783    20,404,229   UAE   13%
Counterparty H  3.75% - 4.5%   6,120.0000    20,381,209   Switzerland   13%
Counterparty J  0.5% - 12%   114,404,632.7045    41,834,504   United States   26%
Total      133,789,919.6868    162,958,254       100%
Current                     
Counterparty A      179,047.9041    69,748,359   Grand Cayman   43%
Counterparty F      10,740,127.5227    15,051,299   UAE   9%
Counterparty H      6,120.0000    20,381,209   Switzerland   13%
Counterparty J      114,404,632.7045    41,834,504   United States   26%
Total current digital assets on loan      125,329,928.1313    147,015,371       91%
Long-term                     
Counterparty A      132,000.0000    10,589,953   Grand Cayman   6%
Counterparty F      8,327,991.5556    5,352,930   UAE   3%
Total long-term digital assets on loan      8,459,991.5556    15,942,883       9%
Total loaned digital assets      133,789,919.6868    162,958,254       100%

 

As of December 31, 2025, the digital assets on loan by significant borrowing counterparty is as follows:

 

   Interest rates   Number of coins
on loan
   Fair Value   Geography  Fair Value Share 
Counterparty A   12%   326,500.0000    40,661,634   Grand Cayman   34%
Counterparty F   1.94% - 4.75%    18,739,981.0000    24,622,033   UAE   21%
Counterparty H   3.75% - 4.5%    6,420.0000    54,804,103   Switzerland   46%
Total        19,072,901.0000    120,087,770       100%
Current                       
Counterparty A        130,000.0000    16,189,931   Grand Cayman   13%
Counterparty F        10,411,989.4444    16,332,193   UAE   14%
Counterparty H        6,420.0000    54,804,103   Switzerland   46%
Total current digital assets on loan        10,548,409.4444    87,326,227       73%
Long-term                       
Counterparty A        196,500.0000    24,471,703   Grand Cayman   20%
Counterparty F        8,327,991.5556    8,289,840   UAE   7%
Total long-term digital assets on loan        8,524,491.5556    32,761,543       27%
Total loaned digital assets        19,072,901.0000    120,087,770       100%

 

The Company’s digital assets on loan are exposed to credit risk. The Company limits its credit risk by placing its digital assets on loan with high credit quality financial institutions that have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the borrower, review of the internal control practices and procedures of the borrower, review of market information, and monitoring the Company’s risk exposure thresholds. Digital asset loan receivables are assessed for expected credit losses under IFRS 9 using a loss-rate approach. Counterparty A is subject to a 1% Stage 1 expected credit loss, driven by the recall penalty. The $106,966 ECL on these coins has been expensed to bad debt expense. Counterparty H is not subject to any expected credit loss due to its recallability without penalty. The Company does not hold any collateral or other credit enhancements related to these loans.

 

The fair value of the SUI digital assets on loan include a discount for lack of marketability since the SUI coins are locked and not freely transferrable as at March 31, 2026. These coins unlock intermittently through April 2028. The DLOM was determined using the Finnerty model. The model works by treating this loss of marketability as the equivalent of a European put option, which provides protection against price declines during the period the assets cannot be sold. By estimating the value of such a hypothetical put option, based on factors like the underlying stock price, volatility, risk-free rate, and expected holding period. No separate ECL was recorded for the SUI digital assets as management feels that any relevant default risk is captured in the fair value assumptions of the digital assets. The SUI digital assets are considered a level 3 in the financial instrument hierarchy (Note 23).

 

18

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued)

 

Digital Assets loaned (continued)

 

Borrower  Asset   Quantity   Current   Non-current   Gross Total   ECL   Net Total 
Counterparty A   BTC    500.3493    33,471,636    -    33,471,636    -    33,471,636 
Counterparty F   BTC    60.0775    4,018,977    -    4,018,977    -    4,018,977 
Counterparty H   BTC    120.0000    8,027,584    -    8,027,584    -    8,027,584 
Counterparty A   ETH    11,025.6918    22,701,210    -    22,701,210    -    22,701,210 
Counterparty F   ETH    2,006.0278    4,130,286    -    4,130,286    -    4,130,286 
Counterparty H   ETH    6,000.0000    12,353,625    -    12,353,625    -    12,353,625 
Counterparty A   SOL    299,521.8630    13,682,479    10,589,953    24,272,432    (106,966)   24,165,466 
Counterparty F   SUI    19,066,052.9730    6,902,036    5,352,930    12,254,966    -    12,254,966 
Counterparty J   XRP    12,005,833.3333    15,874,113    -    15,874,113    -    15,874,113 
Counterparty J   TAO    19,081.8056    5,795,099    -    5,795,099    -    5,795,099 
Counterparty J   HBAR    48,620,925.0000    4,103,606    -    4,103,606    -    4,103,606 
Counterparty J   RNDR    1,613,777.7778    2,745,682    -    2,745,682    -    2,745,682 
Counterparty J   AVAX    189,976.5000    1,670,900    -    1,670,900    -    1,670,900 
Counterparty J   ICP    613,151.6667    1,390,628    -    1,390,628    -    1,390,628 
Counterparty J   NEAR    1,151,954.2222    1,362,762    -    1,362,762    -    1,362,762 
Counterparty J   UNI    362,623.4444    1,281,149    -    1,281,149    -    1,281,149 
Counterparty J   VIRTUAL    1,650,483.6667    1,057,300    -    1,057,300    -    1,057,300 
Counterparty J   FET    4,445,466.6667    1,016,678    -    1,016,678    -    1,016,678 
Counterparty J   INJ    301,291.6667    862,357    -    862,357    -    862,357 
Counterparty J   CRV    3,561,122.5000    754,602    -    754,602    -    754,602 
Counterparty J   KAS    22,821,137.7778    725,712    -    725,712    -    725,712 
Counterparty J   AERO    2,017,635.6667    634,143    -    634,143    -    634,143 
Counterparty J   XLM    3,401,765.2500    561,972    -    561,972    -    561,972 
Counterparty J   ONDO    1,824,800.0000    483,207    -    483,207    -    483,207 
Counterparty J   JUP    2,733,558.0556    422,061    -    422,061    -    422,061 
Counterparty J   APT    470,820.3211    413,945    -    413,945    -    413,945 
Counterparty J   AAVE    3,906.7167    378,233    -    378,233    -    378,233 
Counterparty J   PYTH    4,587,486.6667    177,077    -    177,077    -    177,077 
Counterparty J   RUNE    253,302.0000    102,207    -    102,207    -    102,207 
Counterparty J   MANTRA    1,748,438.6667    19,408    -    19,408    -    19,408 
Counterparty J   WLD    6,093.3333    1,663    -    1,663    -    1,663 
              147,122,337    15,942,883    163,065,220    (106,966)   162,958,254 

 

As of March 31, 2026, the Company has staked select digital assets with counterparties at annual rates ranging from approximately 1.24% to 14.93% and accrues rewards as they are earned. The digital assets staked are measured at fair value through profit and loss. As of December 31, 2025, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 1.24% to 14.93% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

 

As of March 31, 2026, digital assets staked consisted of the following:

 

   Number of coins
staked
   Fair Value   Fair Value
Share
 
Ethereum (ETH)   131.5212    271,259    1%
Cardano (ADA)   63,436,300.2255    15,192,994    60%
Core (CORE)   12,378,621.1000    344,126    1%
Polkadot (DOT)   2,639,590.7763    3,312,950    13%
Solana (SOL)   0.5094    41    0%
Hyperliquid (HYPE)   34,541.6731    1,247,127    5%
Hedera (HBAR)   33,768,770.3520    2,878,618    11%
Internet Computer (ICP)   985,506.1455    2,251,882    9%
Total   113,243,462.3030    25,498,997    100%

 

19

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

6.Digital Assets, Digital Assets Loaned, and Digital Assets Staked (continued)

 

As of December 31, 2025, digital assets staked consisted of the following:

 

  

Number of coins

staked

   Fair Value   Fair Value Share 
Ethereum (ETH)   128.0536    376,190    1%
Bitcoin (BTC)   300.0000    26,747,151    69%
Cardano (ADA)   43,639.3760    15,470    0%
Core (CORE)   12,017,441.5404    1,325,524    3%
Polkadot (DOT)   2,595,690.3230    4,762,573    12%
Solana (SOL)   0.5094    64    0%
Hyperliquid (HYPE)   25,600.4618    662,417    2%
Hedera (HBAR)   22,663,998.5645    2,463,577    6%
Internet Computer (ICP)   970,082.8229    2,633,775    7%
Total   38,316,881.6517    38,986,741    100%

 

As of March 31, 2026, the digital assets staked by significant borrowing counterparty is as follows:

 

   Interest rates  Number of coins
staked
   Fair Value   Geography  Fair Value
Share
 
Counterparty H  0.31% - 6.35%   100,690,236.5416    23,799,371   Switzerland   93%
Counterparty M  2.11%   35.4770    73,045   United States   0%
Self custody  1.52% - 11.83%   12,553,190.2844    1,626,581   Switzerland   6%
Total      113,243,462.3030    25,498,997       100%

 

As of December 31, 2025, the digital assets staked by significant borrowing counterparty is as follows:

 

   Interest rates  

Number of coins

staked

   Fair Value   Geography  Fair Value
Share
 
Counterparty H   2.76% - 7.67%    23,634,179.8442    5,097,352   Switzerland   13%
Counterparty M   2.87%   32.0023    95,663   United States   0%
Self custody   2.3% - 14.28%    14,682,669.8053    33,793,726   Switzerland   87%
Total        38,316,881.6517    38,986,741       100%

 

The Company’s digital assets staked are exposed to market risk, liquidity risk, lockup duration risk, loss or theft of assets and return duration risk. These risks include:

 

a)Polkadot staking exposes the Company to an unbonding period liquidity restriction (approximately 28 days), during which time the tokens remain locked and do not earn rewards once unbounding has commenced.

 

b)Ethereum staking exposes the Company to an exit queue that can vary and has on average been 6 days during which time the coins do not earn any staking rewards.

 

c)Polkadot, CORE, Ethereum and Hype staking may expose the Company to validator misconduct risk (slashing risk)

 

d)Bitcoin staking involves timelock risk, such that the coins are locked until expiry of the timelock and require a redemption transaction after expiry.

 

e)BTC staking is described by the protocol as self-custodied with no wrapping, bridging or smart contract exposure.

 

The Company places allocation limits by counterparty and only deals with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company’s due diligence procedures may include, but are not limited to, review of the financial position of the counterparty, review of the internal control practices and procedures of the counterparty, review of market information, and monitoring the Company’s risk exposure thresholds. As of March 31, 2026 and December 31, 2025, the Company does not expect a material loss on any of its digital assets staked. While the Company intends to only transact with counterparties that it believes meet the Company staking policy criteria, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

 

20

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

7.Equity investments in digital assets at fair value through profit and loss (“FVTPL”)

 

   March 31, 2026 
   Current   Long Term   Total 
   Quantity   Amount   Quantity   Amount   Quantity   Amount 
Fund A - Solana (SOL)   195,556.0745   $13,327,426    174,657.4221   $11,903,153    370,213.4966   $25,230,579 
Fund A - Avalanche (AVAX)   494,346.2754   $3,738,566    125,386.9082   $948,257    619,733.1836   $4,686,823 
        $17,065,992        $12,851,410        $29,917,402 
                               
Fund B - Solana (SOL)   349,667.2000   $23,841,160    225,778.8000   $15,394,148    575,446.0000   $39,235,308 
Fund B - USD   -   $15,965,180    -   $-    -   $15,965,180 
        $39,806,340        $15,394,148        $55,200,488 
Total       $56,872,332        $28,245,558        $85,117,890 

 

   December 31, 2025 
   Current   Long Term   Total 
   Quantity   Amount   Quantity   Amount   Quantity   Amount 
Fund A - Solana (SOL)   192,949.9577   $19,860,832    220,396.5353   $22,685,979    413,346.4930   $42,546,811 
Fund A - Avalanche (AVAX)   503,720.0812   $5,253,822    232,861.4009   $2,428,755    736,581.4821   $7,682,577 
        $25,114,654        $25,114,734        $50,229,388 
                               
Fund B - Solana (SOL)   470,185.9000   $50,297,296    294,049.0000   $31,455,366    764,234.9000   $81,752,662 
Total       $75,411,950        $56,570,100        $131,982,050 

 

Fund A

 

During the year ended December 31, 2024, the Company through a subsidiary, invested $61,741,683 in three tranches of a private investment fund (“Fund A”) designed to acquire Solana and Avalanche tokens from a bankrupt company. The Company’s investment represents the acquisition by Fund A of 491,249 Solana at $105 per Solana and 931,446 Avalanche at $11 per Avalanche.

 

The Solana acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. The Solana will be released by Fund A in monthly increments from January 2025 through January 2028.

 

The Avalanche acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Avalanche is locked and will become distributable on the same unlocking schedule as the Avalanche.

 

The Avalanche will be released by Fund A in weekly increments starting July 10, 2025 and continuing through July 1, 2027.

 

The investments in the investment fund were initially recognized based on the latest available net asset value as determined by the investment fund’s administrator less an applicable DLOM.   The values of the investments were remeasured based on quarterly valuation reports provided by the investment fund administrator less an applicable DLOM.

 

Fund B

 

During the year ended December 31, 2024, the Company invested through a subsidiary, $112,072,453 in two tranches of limited partnership units of a private investment fund (“Fund B” and together with Fund A the “Equity Investments in Digital Assets”) designed to acquire Solana tokens from a bankrupt company.

 

The Company’s investment represents the acquisition by Fund B of 1,123,360 Solana at $100 per Solana. The Solana acquired by Fund B is locked and staked, earning staking rewards during the lock period and thereafter until such Solana is sold by the fund manager or an in-kind distribution to the limited partners of the fund. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. Approximately 25% of the Solana were unlocked in March 2025, while the remaining 75% of the Solana will be unlocked linearly monthly until January 2028. The Company received a distribution of $71,685,819 in July 2025 from Fund B.

 

21

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

7.Equity investments in digital assets at fair value through profit and loss (“FVTPL”)  (continued)

 

The investments in Fund B were initially recognized based on the latest available net asset value as determined by Fund B’s administrator less an applicable DLOM.   The values of the investments were remeasured based on quarterly valuation reports provided by Fund B’s administrator less an applicable DLOM.

 

The continuity of equity investments for the periods ended March 31, 2026 and December 31, 2025 is as follows:

 

   March 31,
2026
   December 31,
2025
 
Opening Balance  $131,982,060   $257,425,063 
Disposals   (15,965,180)   (71,685,819)
Cash   15,965,180    - 
Staking income   1,722,696    19,784,212 
Net change in realized and unrealized gain/loss   (40,625,303)   (68,261,188)
Management fees   (151,561)   (2,530,856)
Transfers out to Digital Assets   (7,809,992)   (2,749,352)
Closing Balance  $85,117,900   $131,982,060 

 

8.Acquisitions

 

Neuronomics AG

 

On January 10, 2025, the Company closed an investment to acquire 10% of Neuronomics AG for $288,727 (CHF 262,684). On March 7, 2025, the Company announced that it increased its stake in Neuronomics AG, a Swiss asset management firm specializing in artificial intelligence and model driven quantitative trading strategies from 10% to 52.5%.

 

In connection with the acquisition, the Company issued 186,304 common shares of the Company, plus additional cash considerations, to the selling shareholders of Neuronomics AG. 152,433 of the Payment Shares are subject to a lock-up schedule, with 50% released in three months and the remainder released in six months. No finder fees were paid in connection with the acquisition.

 

Details of the consideration for acquisition, net assets acquired and goodwill are as follows:

 

Purchase price consideration paid:    
Cash consideration  $816,372 
Fair value of shares issued   442,722 
Fair value of previously held investment   379,906 
Fair value of shares issued  $1,639,000 
Fair value of assets and liabilities assumed:     
Cash  $271,408 
Prepaid expenses and deposits   12,473 
Goodwill   2,907,440 
Trade and other payables   (69,418)
Non-controlling interest   (1,482,903)
Total net assets acquired  $1,639,000 

 

Had the acquisition taken place on January 1, 2025, the Company would have consolidated $19,013 of revenues and net losses of $114,695.   As the acquisition took place March 7, 2025, the Company consolidated revenues of $19,013 and net income of $36,358 from March 7, 2025 through September 30, 2025, the date of deconsolidation.   No material acquisition costs are recognized in the statement of operations.

 

22

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

8.Acquisitions (continued)

 

On October 1, 2025, the Company’s ownership of Neuronomics decreased to 44.68% and the Company no longer had control over this subsidiary. As a result of this loss of control on October 1, 2025, the Company deconsolidated the subsidiary from its condensed consolidated interim financial statements and recorded its investment in Neuronomics as an investment in associate (Note 10).

 

9.Intangible assets and goodwill

 

Cost  Client
relationships
   Technology   Brand Name   Total 
Balance, December 31, 2024  $307,640   $3,722,456   $32,259,253   $36,289,349 
Acquisition of Neuronomics   -    -    337,211    337,211 
Additions   -    -    203,562    203,562 
Deconsolidation of Neuronomics   -    -    (498,065)   (498,065)
                     
Balance, December 31, 2025 and March 31, 2026  $307,640   $3,722,456   $32,301,961   $36,332,057 

 

Accumulated Amortization  Client
relationships
   Technology   Brand Name   Total 
Balance, December 31, 2024  $(21,323)  $(3,641,701)  $(30,977,055)  $(34,640,079)
Amortization   (27,700)   (30,291)   (1,273,590)   (1,331,581)
Deconsolidation of Neuronomics   -    -    39,811    39,811 
Balance, December 31, 2025  $(49,023)  $(3,671,992)  $(32,210,834)  $(35,931,849)
Amortization        (24,280)   -    (24,280)
Impairment loss   (258,617)   (26,184)   (91,127)   (375,928)
                     
Balance, March 31, 2026  $(307,640)  $(3,722,456)  $(32,301,961)  $(36,332,057)
                     
Balance, December 31, 2025  $258,617   $50,464   $91,127   $400,208 
Balance, March 31, 2026  $-   $-   $-   $- 

 

The Company acquired various intangible assets as part of its acquisition of Reflexivity. During the three months ended March 31, 2026, management determined that these intangible assets were impaired and recognized an impairment loss of $375,928.

 

Goodwill

 

The continuity of the goodwill acquired as part of the acquisitions is as follows:

 

Balance, December 31, 2024  $37,157,779 
Acquisition of Neuronomics   2,907,440 
Deconsolidation of Neuronomics   (2,907,440)
Impairment   (2,077,585)
Balance, December 31, 2025 and March 31, 2026  $35,080,194 

 

23

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

9.Intangibles assets and goodwill (continued)

 

Impairment test of goodwill

 

The Company tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. During December 31, 2025, the review led to the recognition of an impairment loss of $2,077,585 at the Reflexivity CGU. The recoverable amount of each of the Company’s CGUs has been assessed by reference to the value in use (“VIU”).

 

The key assumptions used included in the year ended December 31, 2025 impairment test: AUM long term growth rate of 2%, annualized rate of staking return of 3.4%, percentage of AUM staked of 65%, expense growth rate of 2.0% and the discount rate used of 25.4%. The expected future cash flows were projected for five years in the 2025 test.

 

The directors and management have considered and assessed reasonably possible changes for other key assumptions and have not identified any instances that could cause the carrying amount of the ETP CGU to exceed its recoverable amount.

 

10.Investment in associate

 

On January 10, 2025, the Company closed an investment to acquire 10% of Neuronomics AG for $288,727 (CHF 262,684). On March 7, 2025, the Company announced that it increased its stake in Neuronomics AG, a Swiss asset management firm specializing in artificial intelligence and model driven quantitative trading strategies from 10% to 52.5% and Neuronomics was fully consolidated with the Company’s condensed consolidated interim financial statements (Note 8). On October 1, 2025, the Company’s ownership was reduced to 44.68% and as a result, Neuronomics was deconsolidated and accounted for as an investment in associate.

 

The Company’s ownership of Neuronomics during the periods ended March 31, 2026 and December 31, 2025 was 44.68%.

 

A continuity of the investment in Neuronomics as an associate is as follows:

 

Balance as at December 31, 2024  $ - 
Investment in associate   2,499,440 
Share of loss for the year   (75,506)
Balance as at December 31, 2025  $2,423,934 
Share of loss for the period   (33,404)
      
Balance as at March 31, 2026  $2,390,530 

 

Summarized financial information for Neuronomics as at March 31, 2026 and for the three months ended March 31, 2026 is as follows:

 

   March 31,
2026
   December 31,
2025
 
Current and total assets  $861,637   $514,391 
Current and total liabilities   (46,158)   (111,333)
Total shareholders’ equity   (815,479)   (403,058)

 

   Three months
ended
March 31,
 
   2026 
Revenue  $89,900 
Operating expenses   (157,045)
Net loss   (67,145)

 

24

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

11.Accounts payable and accrued liabilities

 

   31-Mar-26   31-Dec-25 
Corporate payables  $5,541,878   $8,828,351 
Related party payable (Note 21)   60,848    441,759 
   $5,602,726   $9,270,110 

 

12.Loans payable

 

Margin loan

 

The Company has a $10,000,000 credit line for a margin loan from a crypto liquidity provider. As at March 31, 2026, the Company has drawn $nil (December 31, 2025: $2,611,009) on the credit line.  The loan is secured by the equity in the Company’s margin trading account.

 

Genesis loan

 

On January 20, 2023, Genesis declared bankruptcy and currently is not allowing withdrawals and not extending new loans. On March 15, 2023, the Court ruled that the Genesis debtors may not sell, buy, trade in crypto assets without prior consent by the creditors. The Court also allowed for the payment of some service providers required for upholding the operations but nothing beyond that. The Company’s loan with Genesis is an open term loan. The Genesis loan and interest payable at March 31, 2026 is $6,100,598 and secured with 69.68 BTC (December 31, 2025 - $6,100,598 and secured with 69.68 BTC ).

 

The Company has obtained a legally enforceable right to set off the digital assets being held as collateral against the loan payable. As such, the Company has netted the digital assets and loan payable on the statement of financial position, reducing both the Company’s digital assets and loan payable by $6,100,598, which represents the principal amount of the loan plus interest.

 

25

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

13.ETP holders payable

 

The fair market value of the Company’s ETPs as at March 31, 2026 and December 31, 2025 were as follows:

 

   March 31,
2026
   December 31,
2025
 
Valour AAVE SEK   414,927    616,350 
Valour Aerodome SEK   620,160    905,243 
Valour Akash SEK   209,057    132,566 
Valour Algorand SEK   169,616    152,328 
Valour Aptos EUR   1,551    3,000 
Valour Aptos SEK   460,383    857,715 
Valour Arweave SEK   101,083    220,187 
Valour Arbitrum SEK   82,982    277,287 
Valour ASI SEK   1,008,291    931,407 
Valour Avalanche EUR   86,094    142,626 
Valour BCIX STOXX USD   297,669    373,434 
Valour Avalanche SEK   6,045,153    9,220,824 
Valour Binance EUR   56,726    84,953 
Valour Binance SEK   658,396    1,156,463 
Valour Bitcoin Carbon Neutral EUR   14,613    15,575 
Valour Bitcoin Physical Carbon Neutral USD   860,687    889,656 
Valour Bitcoin Cash SEK   84,072    83,327 
Valour Bitcoin Staking SEK   3,136,640    3,881,877 
Valour Bitcoin Zero EUR   13,975,276    20,476,740 
Valour Bitcoin Zero SEK   158,421,676    199,124,760 
Valour Bittensor SEK   6,376,005    4,879,220 
Valour BTC Staking EUR   99,619    54,774 
Valour Cardano EUR   130,346    201,420 
Valour Cardano SEK   15,715,514    23,005,260 
Valour Celestia (Tia) Sek   29,712    50,886 
Valour Chainlink SEK   2,783,192    4,260,531 
Valour Core SEK   63,578    206,379 
Valour Cosmos EUR   4,163    5,112 
Valour Cronos (Cro) Sek   117,517    131,790 
Valour Curve DAO SEK   899,588    1,391,928 
Valour Digital Asset Basket 10 EUR   247,522    476,270 
Valour Digital Asset Basket 10 SEK   1,037,569    1,728,809 
Valour Dogecoin EUR   192,016    203,516 
Valour Dogecoin SEK   4,635,003    6,295,278 
Valour Ethereum Physical Staking USD   206,900    292,932 
Valour Enjin EUR   8,002    10,116 
Valour Ethena (Ena) Sek   136,380    324,078 
Valour Ethereum Zero EUR   1,623,757    2,527,907 
Valour Ethereum Zero SEK   42,795,366    58,650,705 
Valour Fantom SEK   150,466    292,946 
Valour Filecoin SEK   68,336    104,428 
Valour Flare SEK   30,367    38,686 
Valour Floki SEK   15,317    30,504 
Valour Four SEK   7,654    10,248 
Valour Hedera EUR   957,822    1,181,185 
Valour Hedera Physical Staking USD   2,015,518    2,431,247 
Valour Hedera SEK   4,536,261    4,672,437 
Valour Hyperliquid (Hype) Sek   1,440,063    763,491 
Valour ICP SEK   1,667,282    1,938,780 
Valour ICP USD   2,394,400    2,845,037 
Valour Immutable SEK   61,917    60,145 
Valour Injective SEK   968,433    1,446,640 
Valour Iota SEK   77,263    101,737 
Valour Jupiter SEK   441,314    569,432 
Valour Kaspa SEK   864,794    1,060,250 
Valour KRG BULL BTC X2 SEK   40,164    50,613 
Valour KRG BULL ETH X2 SEK   325,010    14,830 
Valour Lido SEK   156,666    290,233 
Valour Litecoin SEK   119,475    207,192 
Valour Mantle (Mnt) Sek   117,258    253,785 
Valour Mantra SEK   18,215    30,117 
Valour Near SEK   2,066,141    2,479,574 
Valour OKB SEK   20,090    29,248 
Valour Ondo (Ondo) Sek   666,367    614,176 
Valour Optimism SEK   9,670    19,050 
Valour Pendle SEK   165,185    338,093 
Valour Pepe SEK   177,351    137,595 
Valour Pi (Pi) Sek   21,282    25,329 
Valour Polkadot EUR   46,486    48,121 
Valour Polkadot SEK   3,847,241    5,705,512 
Valour Polygon SEK   36,846    23,902 
Valour PYTH SEK   179,419    276,689 
Valour Quant SEK   98,571    70,819 
Valour Render EUR   35,955    36,049 
Valour Render SEK   2,879,634    2,170,348 
Valour Ripple SEK   26,916,343    37,594,228 
Valour SEI SEK   652,298    1,810,747 
Valour Shiba Inu (Shib) Sek   50,898    51,886 
Valour Short BTC SEK   982,689    987,903 
Valour Sky SEK   45,152    37,632 
Valour Solana EUR   3,418,961    5,795,075 
Valour Solana SEK   102,317,615    169,092,078 
Valour Stacks SEK   8,513    9,172 
Valour Starknet SEK   103,108    216,327 
Valour Stellar SEK   643,528    724,295 
Valour Story SEK   1,982    7,514 
Valour Sui EUR   74,148    174,515 
Valour SUI SEK   14,549,793    25,440,018 
Valour Tether SEK   279,696    128,098 
Valour The Graph SEK   6,519    7,459 
Valour Theta SEK   17,775    26,660 
Valour Thorchain SEK   105,081    143,906 
Valour Toncoin SEK   494,755    721,620 
Valour Tron SEK   112,127    99,144 
Valour Uniswap EUR   145,325    289,717 
Valour Uniswap SEK   1,188,151    2,020,979 
Valour Unus Sed Leo SEK   8,973    5,265 
Valour Vechain (Vet) Sek   57,656    52,197 
Valour Virtuals SEK   1,333,729    1,172,290 
Valour Worldcoin SEK   251,131    950,460 
Valour Wormhole SEK   49,814    133,785 
    444,346,794    622,304,667 

 

26

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

13.ETP holders payable (continued)

 

The Company’s ETP certificates are unsecured and trade on the following European stock exchanges: Spotlight Exchange, Deutsche Borse Xetra, Gettex, Frankfurt Exchange, Euronext Amsterdam, Euronext Paris, London Stock Exchange, SIX Swiss Exchange and Lang and Schwarz Exchanges and the B3 exchange in Brazil. The Company’s ETP certificates traded on the Nordic Growth Market (“NGM”) until September 2024. ETPs issued by the Company referencing the performance of digital assets are measured at fair value through profit or loss. Their fair value is a function of the unadjusted quoted price of the digital asset underlying the ETP, less any accumulated management fees. The fair value basis is consistent with the measurement of the underlying digital assets which are measured at fair value. The Company’s policy is to hedge 100% of the market risk by holding directly or indirectly the underlying digital asset. Hedging is done continuously and in direct correspondence to the issuance of certificates to investors.

 

14.Warrant liability

 

On September 25, 2025, the Company issued 34,246,577 warrants in association with the Company’s non-brokered private placement offering (Note 21). Each warrant entitles the holder to acquire 0.75 common share of the Company at a price of $2.63 for a period of three years.

 

On the date of issuance, the Company determined that the fair value of the warrant liability was $53,241,889 with the residual of $46,758,112 allocated to common shares. The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions: an underlying share price of $2.125, an exercise price of $2.63, a risk-free rate of 3.66%, an expected volatility of 131.5%, an expected life of 3 years and an expected dividend yield of 0%.

 

As at March 31, 2026, the Company had the following common share purchase warrants and compensation options outstanding that are classified as liabilities:

 

   Number
outstanding & exercisable
   Grant
date
  Expiry
date
  Exercise price   Fair Value   Share price   Expected volatility   Expected life
(yrs)
   Expected dividend yield   Risk-free
interest
rate
 
Warrant liability   34,246,577   26-Sep-25  26-Sep-28  $2.63    7,808,220   $0.55    123.7%   2.5    0%   3.81%

 

The expected volatility is based on historical share prices of the Company. The weighted average life of the outstanding warrants was 2.5 years at March 31, 2026.

 

27

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

15.Right-of-use asset and lease liability

 

In August 2025, the Company entered into a lease agreement for an office in Switzerland. The monthly rent payable under the terms of the lease was $66,258 (CHF53,280). The lease is for fixed term of five years commencing September 2025. The Company used a discount rate of 9% in determining the present value of the lease payments. The Company has recorded a right-of-use asset and a lease liability on the statement of financial position in association with this office lease.

 

Right-of-use asset

 

   Right-of-use asset 
Cost:    
Balance, December 31, 2025  $3,206,581 
Balance, March 31, 2026  $3,206,581 
      
Depreciation:     
Balance, December 31, 2025  $207,328 
Depreciation charge for the year   150,205 
Foreign exchange   14,536 
Balance, March 31, 2026  $372,069 
      
Net book value:     
As at March 31, 2026  $2,834,512 
      
Cost:     
Balance, December 31, 2024  $- 
Additions  $3,208,882 
Foreign exchange   (2,301)
Balance, December 31, 2025  $3,206,581 
      
Depreciation:     
Balance, December 31, 2024  $- 
Depreciation charge for the year   207,328 
Balance, December 31, 2025  $207,328 
      
Net book value:     
As at December 31, 2025  $2,999,253 

 

28

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

15.Right-of-use asset and lease liability (continued)

 

Lease liability

 

Lease liability as at December 31, 2024  $- 
Additions   3,208,882 
Interest expense   92,080 
Lease payments   (198,774)
Lease liability as at December 31, 2025  $3,102,188 
Interest expense   66,113 
Lease payments   (200,163)
Lease liability as at March 31, 2026  $2,968,138 

 

   March 31,
2026
   December 31,
2025
 
Current lease liability  $567,449   $553,973 
Non-current lease liability   2,400,689    2,548,215 
   $2,968,138   $3,102,188 

 

Future undiscounted minimum lease payments for the lease agreements are as follows:

 

   March 31,
2026
   December 31,
2025
 
Within one year  $802,053   $800,652 
After one year but not more than five years   2,783,056    2,984,620 
More than five years   -    - 
   $3,585,109   $3,785,272 

 

16.Realized and net change in unrealized gains and (losses) on digital assets

 

   Three months ended March 31, 
   2026   2025 
Realized gain on digital assets  $(34,460,655)  $27,251,058 
Unrealized loss on digital assets   (95,629,324)   (187,084,741)
   $(130,089,979)  $(159,833,683)

 

17.Realized and net change in unrealized gains and (losses) on investments in equity instruments through FVTPL

 

   Three months ended March 31, 
   2026   2025 
Unrealized loss on equity investments  $(37,128,765)  $(90,856,821)
Realized gain on equity investments   (3,496,538)   - 
Staking revenue   1,722,696    6,259,449 
Management fees   (151,561)   (323,525)
   $(39,054,168)  $(84,920,897)

 

29

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

18.Realized and net change in unrealized gains and (losses) on ETP payables

 

   Three months ended March 31, 
   2026   2025 
Realized gain / (loss) on ETPs  $31,518,930   $(17,727,045)
Unrealized gain / (loss) on ETPs   142,593,926    297,951,000 
   $174,112,856   $280,223,955 

 

19.Staking and lending income

 

For the period ended  March 31,
2026
   March 31,
2025
 
Validator nodes   42,019    1,663,162 
All other counterparties   1,852,840    1,859,595 
Total  $1,894,859   $3,522,757 

 

20.Expenses by nature

 

   Three months ended March 31, 
   2026   2025 
Compensation and consulting  $4,538,726   $1,845,550 
Marketing expenses   895,711    2,961,267 
General and administration   387,840    539,718 
Professional fees   2,244,936    817,998 
Regulatory and transfer agent   323,251    107,124 
Travel expenses   97,234    51,168 
   $8,487,698   $6,322,825 

 

21.Share Capital

 

a)As at March 31, 2026 and December 31, 2025, the Company is authorized to issue:

 

I.Unlimited number of common shares with no par value;

 

II.20,000,000 preferred shares at par value, 9% cumulative dividends, non-voting, non-participating, non-redeemable, non-retractable, and non-convertible by the holder. The preferred shares are redeemable by the Company in certain circumstances. The cumulative preference dividends have not been recognized by the Company to date.

 

b)Issued and outstanding shares

 

   Number of Common Shares   Amount 
Balance, December 31, 2024   321,257,689   $153,294,666 
Acquisition of Reflexivity LLC   186,034    442,722 
DSU exercised   4,435,755    6,908,083 
RSU conversion   112,500    216,250 
Options exercised   9,237,595    14,735,950 
Warrants exercised   3,125,000    671,132 
Share purchase agreement   1,607,717    3,909,861 
NCIB   (1,235,900)   (2,769,629)
Private placement   45,662,101    46,758,112 
Share issuance costs   -    (4,192,788)
Treasury shares paid out   1,439,484    3,000,000 
Balance, December 31, 2025   385,827,975   $222,974,359 
DSU exercised   1,663,750    2,572,420 
RSU conversion   285,514    551,250 
Balance, March 31, 2026   387,777,239   $226,098,029 

 

30

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

21.Share Capital (continued)

 

b)Issued and outstanding shares (continued)

 

On August 21, 2025, the Company entered a one-year period under the terms of the NCIB, allowing the Company to purchase up to 10 percent of the public float for the common shares as of August 21, 2025, or 31,673,791 common shares, purchased in aggregate. The price that the Company paid for repurchased common shares was the prevailing market price at the time of purchase. All purchased common shares were cancelled by the Company. The NCIB commenced again on August 21, 2025 and runs through August 21, 2026.

 

During the three months ended March 31, 2026, the Company did not purchase or cancel any shares (December 31, 2025 – 1,235,900 shares at an average price of $2.24).

 

On September 26, 2025, the Company closed a non-brokered private placement offering of 45,662,101 units, at a price of $2.19 per unit, for aggregate gross proceeds of $100,000,001. Each unit consists of one common share of the Company and three-quarter common share purchase warrant. Each full warrant entitles the holder to purchase one common share of the Company at an exercise price of $2.63 per full common share purchase warrant for a period of 36 months from the issuance date.

 

The terms of the warrant agreement stated that if at any time during the term of the warrant, there is no effective registration statement, the warrant holder could elect to exercise the warrants by way of a cashless exercise. This violated the fixed-for-fixed criterion due to the cashless exercise option, and accordingly these warrants had been accounted for as a liability on issuance.

 

The Company also incurred transaction costs of $8,819,331 on the issuance. The transaction costs were allocated based on the fair value of the shares and warrant liability. $4,123,753 of transaction costs related to the shares were recorded as a reduction to the transaction price of the instruments within equity and $4,695,578 of transaction costs related to the warrant liability were expensed.

 

Stock options, DSUs, RSUs, PSUs, and Warrants

 

   Options   DSU   RSU   PSU   Warrants     
   Number of
 Options
   Weighted average
 exercise
price (CAD)
   Value of
options
   Number of
 DSU
   Value
of
DSU
   Number of
 RSUs and PSUs
   Value
of
RSU
   Number of
 RSUs and PSUs
   Value
of
RSU
   Number of
warrants
   Weighted average
 exercise
price (CAD)
   Value of
warrants
   Total Value 
December 31, 2024   28,253,782   $1.32    16,904,428    13,126,012   $8,768,445    -   $-    -   $-    23,125,000   $0.20   $728,133   $26,401,006 
Granted / vested   1,671,030    4.51    4,521,451    1,839,685    7,394,757    2,145,000    1,408,193    200,000    31,552    -    -    -    11,916,208 
Exercised   (9,237,595)   1.14    (6,432,505)   (637,500)   (6,908,083)   (112,500)   (216,250)   -    -    (3,125,000)   0.23    (141,785)   (13,482,373)
Expired / cancelled   (950,000)   3.77    (940,420)   (4,435,755)   (145,850)   -    -    -    -    -    -    -    (1,086,270)
December 31, 2025   19,737,217   $1.32   $14,052,954    9,892,442   $9,109,269    2,032,500   $1,191,943    200,000   $31,552    20,000,000   $0.20   $586,348   $23,748,571 
Granted / vested   -    -    232,981    -    543,857    79,760    953,958    -    50,709    -    -    -    1,730,796 
Exercised   -    -    -    -    (2,572,420)   (285,514)   (551,250)   -    -    -    -    -    (3,123,670)
Forfeited   -    -    -    -    -    (187,500)   (106,211)   -    -    -    -    -    - 
Expired / cancelled   (325,000)   1.58    (474,537)   (1,663,750)   -    -    -    -    -    -    -    -    (474,537)
March 31, 2026   19,412,217   $1.54   $13,811,398    8,228,692   $7,080,706    1,639,246   $1,488,440    200,000   $82,261    20,000,000   $-   $586,348   $21,881,160 

 

Stock option plan

 

The Company has an ownership-based compensation scheme for executives and employees. In accordance with the terms of the plan, as approved by shareholders at a previous annual general meeting, officers, directors and consultants of the Company may be granted options to purchase common shares with the exercise prices determined at the time of grant. The Company has adopted a Floating Stock Option Plan (the “Plan”), whereby the number of common shares reserved for issuance under the Plan is equivalent of up to 10% of the issued and outstanding shares of the Company from time to time.

 

Each employee share option converts into one common share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

 

31

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

22.Share-based payments reserves

 

Stock option plan (continued)

 

On January 6, 2025, the Company granted 100,000 stock options to an officer of the Company to purchase common shares of the Company for the price of CAD$4.59 for a period of five years from the date of grant. The options shall vest in four equal instalments every month such that all options shall fully vests on the date that is 4 months from the date of grant. These options have an estimated grant date fair value of $304,449 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 151%; risk-free interest rate of 2.96%; and an expected average life of 5 years.

 

On January 28, 2025, the Company granted 1,200,000 stock options to various consultants of the Company to purchase common shares of the Company for the price of CAD$4.52 for a period of five years from the date of grant. The options shall vest in four equal instalments every three months such that all options shall fully vests on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $3,591,500 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 150%; risk-free interest rate of 2.89%; and an expected average life of 5 years.

 

On May 26, 2025, the Company granted 50,304 stock options to an officer of the Company to purchase common shares of the Company for the price of CAD$4.97 for a period of five years from the date of grant. The options shall vest in 12 equal instalments every month commencing one month from the grant date and upon completion of certain performance conditions. The performance conditions have not been met as of December 31, 2025 and as such, none of the options have vested. These options have an estimated grant date fair value of $162,653 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 143%; risk-free interest rate of 2.92%; and an expected average life of 5 years.

 

On May 26, 2025, the Company granted 50,304 stock options to an officer of the Company to purchase common shares of the Company for the price of CAD$4.97 for a period of five years from the date of grant. The options shall vest in 12 equal instalments every month such that all options shall fully vest on the date that is 12 months from the date of grant.

 

These options have an estimated grant date fair value of $162,653 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 143%; risk-free interest rate of 2.92%; and an expected average life of 5 years.

 

On May 26, 2025, the Company granted 70,422 stock options to a consultant of the Company to purchase common shares of the Company for the price of CAD$4.97 for a period of five years from the date of grant. The options shall vest in four equal instalments every three month such that all options shall fully vest on the date that is 12 months from the date of grant. These options have an estimated grant date fair value of $227,702 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 143%; risk-free interest rate of 2.92%; and an expected average life of 5 years.

 

On July 11, 2025, the Company granted 200,000 stock options to a consultant of the Company to purchase common shares of the Company for the price of CAD$4.00 for a period of five years from the date of grant. The options shall vest in 12 months from the date of grant. These options have an estimated grant date fair value of $523,906 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 143%; risk-free interest rate of 3.03%; and an expected average life of 5 years.

 

The Company recorded $232,981 of share-based payments related to stock options during the three months ended March 31, 2026 (three months ended March 31, 2025 - $2,229,373).

 

32

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

22.Share-based payments reserves (continued)

 

Stock option plan (continued)

 

The following stock options were outstanding at March 31, 2026:

 

Number outstanding   Number exercisable   Grant
date
  Expiry
date
  Exercise price   Vested fair value at reporting date   Grant date
share price
(CAD)
   Expected volatility   Expected life
(yrs)
   Expected dividend yield   Risk-free interest rate 
 920,000    920,000   9-Apr-21  9-Apr-26  $1.58    1,120,241   $1.78    145%        5    0%   0.95%
 700,000    700,000   18-May-21  18-May-26  $1.22    83,230   $1.25    146%   5    0%   0.95%
 400,000    400,000   18-May-21  18-May-26  $1.22    832,151   $1.25    146%   5    0%   0.95%
 500,000    500,000   13-Aug-21  13-Aug-26  $1.58    469,962   $1.43    144%   5    0%   0.84%
 210,000    210,000   13-Oct-21  13-Oct-26  $2.10    292,262   $2.10    144%   5    0%   1.27%
 500,000    500,000   9-Nov-21  9-Nov-26  $3.92    478,839   $3.92    144%   5    0%   1.37%
 500,000    500,000   9-May-22  9-May-27  $2.00    437,859   $1.34    146%   5    0%   2.76%
 500,000    500,000   20-May-22  20-May-27  $1.00    247,278   $0.75    147%   5    0%   2.70%
 500,000    500,000   17-Oct-22  17-Oct-27  $0.17    55,736   $0.17    150%   5    0%   3.60%
 500,000    500,000   24-Nov-23  24-Nov-28  $0.29    102,077   $0.29    152%   5    0%   3.83%
 4,500,000    4,500,000   4-Dec-23  4-Dec-28  $0.45    1,599,727   $0.45    152%   5    0%   3.54%
 100,000    100,000   12-Mar-24  12-Mar-29  $0.69    47,089   $0.69    154%   5    0%   3.47%
 62,500    62,500   23-Apr-24  23-Apr-29  $0.77    30,202   $0.77    154%   5    0%   3.79%
 250,000    250,000   1-May-24  1-May-29  $0.77    127,929   $0.77    154%   5    0%   3.63%
 4,000,000    4,000,000   4-Jun-24  4-Jun-29  $1.26    3,445,474   $1.26    155%   5    0%   4.08%
 3,667,187    -   29-Jul-24  29-Jul-29  $2.17    -   $2.39    156%   5    0%   3.20%
 100,000    75,000   4-Nov-24  4-Nov-29  $2.28    155,335   $2.30    150%   5    0%   3.04%
 46,500    46,500   4-Nov-24  4-Nov-29  $2.28    72,368   $2.30    150%   5    0%   3.04%
 100,000    75,000   6-Dec-24  6-Dec-29  $4.50    355,534   $5.24    151%   5    0%   2.81%
 35,000    35,000   6-Dec-24  6-Dec-29  $4.50    124,892   $5.24    151%   5    0%   2.81%
 100,000    100,000   6-Jan-25  6-Jan-30  $4.59    304,449   $4.59    151%   5    0%   2.96%
 850,000    850,000   28-Jan-25  28-Jan-30  $4.52    2,513,793   $4.52    150%   5    0%   2.89%
 50,304    41,920   26-May-25  26-May-30  $4.97    159,521   $4.97    143%   5    0%   2.92%
 50,304    41,920   26-May-25  26-May-30  $4.97    159,521   $4.97    143%   5    0%   2.92%
 70,422    52,817   26-May-25  26-May-30  $4.97    218,969   $4.97    143%   5    0%   2.92%
 200,000    -   11-Jul-25  11-Jul-30  $4.00    376,960   $4.00    143%   5    0%   3.03%
 19,412,217    15,460,657               13,811,398                          

 

The weighted average remaining contractual life of the options exercisable at March 31, 2026 was 2.5 years (December 31, 2025 – 2.70 years).

 

Warrants

 

As at March 31, 2026, the Company had share purchase warrants outstanding as follows:

 

   Number
outstanding & exercisable
   Grant
date
  Expiry
date
  Exercise price   Fair Value   Grant date
share price
(CAD)
   Expected volatility   Expected life
(yrs)
   Expected dividend yield   Risk-free interest rate 
Warrants   20,000,000   6-Nov-23  6-Nov-28  $0.20    591,881   $0.17    151.9%             5    0%   3.87%
Warrant issue costs                   (5,533)                         
    20,000,000               586,348                          

 

See Note 14 for warrant liability.

 

33

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

22.Share-based payments reserves (continued)

 

Deferred Share Units Plan (DSUs)

 

In August 2025, the Company adopted the Omnibus Plan. Eligible participants of the Omnibus Plan include any director, officer, employee or consultant of the Company. The Board fixes the vesting terms it deems appropriate when granting DSUs. The number of DSUs that may be granted under the Omnibus Plan may not exceed 5% of the total issued and outstanding Common Shares at the time of grant. The grant date fair value of DSUs is based on the share price on the grant date, unless stated otherwise.

 

On January 6, 2025, the Company granted 100,000 DSUs to an officer of the Company. These DSUs have a grant day fair value of $330,000 and vest in three equal installments every year, with the first installment vesting one year from the grant date.

 

On January 28, 2025, the Company granted 1,400,000 DSUs to an officer of the Company. These DSUs have a grant day fair value of $4,553,000 and vest in three equal installments every year, with the first installment vesting one year from the grant date.

 

On May 26, 2025, the Company granted 35,000 DSUs to consultants of the Company. These DSUs have a grant day fair value of $125,165 and vest in one year from the date of grant.

 

On May 26, 2025, the Company granted 200,000 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $715,000 and vested on completion of certain performance conditions. These conditions were met during the year ended December 31, 2025 and as such, the DSUs vested during this period.

 

On May 26, 2025, the Company granted 60,362 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $216,000 and vest in four equal installments every six months, with the first installment vesting six months from the grant date.

 

On July 11, 2025, the Company granted 44,323 DSUs to a consultant of the Company. These DSUs have a grant day fair value of $128,000 and vest in four equal installments every six months, with the first installment vesting six months from the grant date.

 

The Company recorded $543,857 in share-based compensation related to DSUs during the three months ended March 31, 2026 (three months ended March 31, 2025 - $2,885,841).

 

Restricted Share Units Plan (RSUs) 

 

On May 20, 2025, the Company adopted the Omnibus Plan, which allows for the issuance of RSUs. Eligible participants of the plan include any director, officer, employee or consultant of the Company. The Board fixes the vesting terms it deems appropriate when granting RSUs. The number of RSUs that may be granted under the Omnibus Plan may not exceed 5% of the total issued and outstanding Common Shares at the time of grant. The grant date fair value of RSUs is based on the share price on the grant date, unless stated otherwise.

 

On October 16, 2025, the Company granted 500,000 RSUs to consultants of the Company. These RSUs have a grant date fair value of $500,000 and vest in eight equal installments every three months following the grant date, with the first installment vesting on the grant date.

 

On October 16, 2025, the Company granted 500,000 RSUs to consultants of the Company. These RSUs have a grant date fair value of $500,000 and vest on the closing price of the Company’s common shares hitting a specified price. The Company used a Monte Carlo simulation to determine the fair value of these RSUs. The awards were fair valued using the Monte Carlo simulation with the assumptions of a risk free rate of 2.4%, expected volatility of 130.0%, a random variable of nil, a dividend yield of 0.0% and a term of 3.16 years. These RSUs have not vested as of December 31, 2025.

 

On November 5, 2025, the Company granted 695,000 RSUs to consultants and officers of the Company. These RSUs have a grant date fair value of $1,216,250 and vest in eight equal installments every three months following the grant date, with the first installment vesting on the grant date.

 

On November 5, 2025, the Company granted 300,000 RSUs to an officer of the Company. These RSUs have a grant date fair value of $525,000 and vest in four equal installments every three months following the grant date, with the first installment vesting on the grant date.

 

34

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

22.Share-based payments reserves (continued)

 

Restricted Share Units Plan (RSUs) (continued)

 

On November 28, 2025, the Company granted 150,000 RSUs to a consultant of the Company. These RSUs have a grant date fair value of $262,500, with 50,000 RSUs vesting immediately and the remaining 150,000 RSUs vesting six months from the grant date.

 

On January 1, 2026, the Company granted 26,188 RSUs to directors of the Company. These RSUs have a grant date fair value of $60,057 and vest on the grant date.

 

On March 31, 2026, the Company granted 53,572 RSUs to directors of the Company. These RSUs have a grant date fair value of $40.354 and vest on the grant date.

 

Performance Share Units Plan (PSUs)

 

On May 20, 2025, the Company adopted the share incentive plan, which allows for the issuance of PSUs. Eligible participants of the share incentive plan include any director, officer, employee or consultant of the Company. The Board fixes the vesting terms it deems appropriate when granting PSUs. The number of PSUs that may be granted under the share incentive plan may not exceed 5% of the total issued and outstanding Common Shares at the time of grant.

 

On October 30, 2025, the Company granted 2,000,000 PSUs to an officer of the Company. These PSUs have a grant date fair value of $3,580,000 and vest when the Company hits specific milestones. As at December 31, 2025, these milestones have not been achieved and no amount has been expensed in relation to this grant. These PSUs will be cash settled with the officer and as such, have been recorded as an accrue liability and have not been included in share-based payment reserve at December 31, 2025.

 

On October 30, 2025, the Company granted 2,000,000 PSUs to an officer of the Company. These PSUs have a grant date fair value of $3,580,000 and vest in four equal installments every three months following the grant date, with the first installment vesting three months from the grant date. These PSUs will be cash settled with the officer and as such, have been recorded as an accrue liability and have not been included in share-based payment reserve at December 31, 2025.

 

On November 5, 2025, the Company granted 200,000 PSUs to an officer of the Company. These PSUs have a grant date fair value of $151,000 and vest in four equal installments every four months following the grant date, with the first installment vesting on the grant date.

 

35

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments

 

Financial assets and financial liabilities as at March 31, 2026 and December 31, 2025 are as follows:

 

   Asset / (liabilities)
at amortized cost
   Assets /
(liabilities) at fair value through profit/(loss)
   Total 
December 31, 2025            
Cash  $91,234,090   $-   $91,234,090 
Client Cash Deposits   5,615,054    -    5,615,054 
Digital assets, digital assets loaned, and digital assets staked   -    515,586,931    515,586,931 
Equity investments   -    131,982,050    131,982,050 
Public investments   -    272,520    272,520 
Private investments   -    29,372,628    29,372,628 
Accounts payable and accrued liabilities   (9,270,110)   -    (9,270,110)
Loan payable   (2,611,009)   -    (2,611,009)
Lease liability   (3,102,188)   -    (3,102,188)
Warrant liability   -    (13,599,316)   (13,599,316)
Trading liabilities   -    (24,122,640)   (24,122,640)
ETP holders payable   -    (622,304,667)   (622,304,667)
March 31, 2026               
Cash  $87,595,108   $-   $87,595,108 
Client Cash Deposits   546,845    -    546,845 
Digital assets, digital assets loaned, and digital assets staked   -    381,352,048    381,352,048 
Equity investments   -    85,117,890    85,117,890 
Public investments   -    201,081    201,081 
Private investments   -    29,064,422    29,064,422 
Accounts payable and accrued liabilities   (5,602,726)   -    (5,602,726)
Loan payable   -    -    - 
Lease liability   (2,968,138)   -    (2,968,138)
Warrant liability   -    (7,808,220)   (7,808,220)
Trading liabilities   -    (17,276,335)   (17,276,335)
ETP holders payable   -    (444,346,794)   (444,346,794)

 

The Company’s financial instruments are exposed to several risks, including market, liquidity, credit and currency risks. There have been no significant changes in the risks, objectives, policies and procedures from the previous year. A discussion of the Company’s use of financial instruments and their associated risks is provided below:

 

Credit risk

 

Credit risk arises from the non-performance by counterparties of contractual financial obligations. The Company’s primary counterparty related to its cash carries an investment grade rating as assessed by external rating agencies. The Company maintains all or substantially all of its cash with a major financial institution domiciled in Canada, the United States and Europe. Deposits held with this institution may exceed the amount of insurance provided on such deposits.

 

Expected credit losses related to digital assets loaned are recorded in the bad debt expense on the consolidated statement of operations (Note 6 and Note 12). Expected credit losses related to collateral provided on the Company’s loan payable has been recorded through unrealized losses on digital assets in the statement of operations. Expected credit losses for the three months ended March 31, 2026, are as follows:

 

   Asset  Quantity   Current   Non-current   Gross Total   ECL   Net Total 
Counterparty A  SOL   299,521.8630    13,682,479    10,589,953    24,272,432    (106,966)   24,165,466 
Counterparty E  BTC   67.97932    4,547,581.04    -    4,547,581    (3,410,686)   1,136,895 

 

36

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments (continued)

 

Regulatory Risks

 

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the DeFi ecosystem or any cryptocurrency, project or protocol that the Company may hold is impossible to predict, but such change could be substantial and adverse to the space as a whole, as well as potentially to the Company. Governments may, in the future, restrict or prohibit the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency mining companies to additional regulation.

 

Custodian Risks

 

The Company uses multiple custodians (or third-party “wallet providers”) to hold digital assets for its DeFi Ventures business line as well as for digital assets underlying Valour Cayman ETPs. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. The Company could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our common shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, U.S.- regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the execution of hedging ETPs, the value of the Company’s assets and the value of any investment in the Common Shares.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital markets is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company, or if the value of the Company’s investments declines, resulting in losses upon disposition. In addition, some of the investments the Company holds are lightly traded public corporations or not publicly traded and may not be easily liquidated. The Company generates cash flow from proceeds from the disposition of its investments and digital assets. There can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company. All of the Company’s assets, liabilities and obligations are due within one to three years.

 

The Company manages liquidity risk by maintaining adequate cash balances and liquid investments and digital assets. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial and non-financial assets and liabilities. As at March 31, 2026, the Company had current assets of $522,979,679 (December 31, 2025 - $667,317,486) to settle current liabilities of $475,646,612 (December 31, 2025 - $672,461,715).

 

37

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments (continued)

 

The following table shows the Company’s source of liquidity by assets / (liabilities) as at March 31, 2026 and December 31, 2025:

 

   March 31, 2026 
   Total   Less than
1 year
   1-3 years 
Cash  $87,595,108   $87,595,108   $- 
Client cash deposits   546,845    546,845    - 
Prepaid expenses   9,998,569    9,998,569    - 
Digital assets, digital assets loaned, and digital assets staked   381,352,048    365,375,214    15,976,834 
Public Investments   201,081    201,081    - 
Private investments   29,064,422    -    29,064,422 
Equity investments   85,117,890    56,872,332    28,245,558 
Accounts payable and accrued liabilities   (5,602,726)   (5,602,726)   - 
Loan payable   -    -    - 
Trading liabilities   (17,276,335)   (17,276,335)     
Lease liability   (2,968,138)   (567,449)   (2,400,689)
ETP holders payable   (444,346,794)   (444,346,794)   - 
Total assets / (liabilities)  $123,681,970   $52,795,845   $70,886,125 

 

   December 31, 2025 
   Total   Less than
1 year
   1-3 years 
Cash  $91,234,090   $91,234,090   $- 
Client cash deposits   5,615,054    5,615,054    - 
Prepaid expenses   9,596,922    9,596,922    - 
Digital assets, digital assets loaned, and digital assets staked   515,586,931    482,763,021    32,823,910 
Public Investments   272,520    272,520    - 
Private investments   29,372,628    -    29,372,628 
Equity investments   131,982,050    75,411,946    56,570,104 
Accounts payable and accrued liabilities   (9,270,110)   (9,270,110)   - 
Loan payable   (2,611,009)   (2,611,009)   - 
Trading liabilities   (24,122,640)   (24,122,640)     
Lease liability   (3,102,188)   (553,973)   (2,548,215)
ETP holders payable   (622,304,667)   (622,304,667)   - 
Total assets / (liabilities)  $122,249,581   $6,031,154   $116,218,427 

 

38

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments (continued)

 

Digital assets included in the table above are non-financial assets except USDC. For the purposes of liquidity risk analysis, these non-financial assets were included as they are mainly utilized to pay off any redemptions related to ETP holders payable, a financial liability. The lent and staked digital assets fall under the “less than 1 year” bucket.

 

Market risk

 

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices. At March 31, 2026, one investment made up approximately 0.2% (December 31, 2025 – one investment of 0.3%) of the total assets of the Company.

 

(a)Price and concentration risk

 

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices. In addition, most of the Company’s investments are in the technology and resource sector. At March 31, 2026, the company had one investment exposed to market risk (December 31, 2025 – one investment) of the total assets of the Company.

 

(b)Interest rate risk

 

The Company’s cash is subject to interest rate cash flow risk as it carries variable rates of interest. The Company’s interest rate risk management policy is to purchase highly liquid investments with a term to maturity of one year or less on the date of purchase. Based on cash balances on hand at March 31, 2026, a 1% change in interest rates could result in approximately $870,000 change in net loss.

 

(c)Currency risk

 

Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company’s operations are exposed to foreign exchange fluctuations, which could have a significant adverse effect on its results of operations from time to time. The Company’s foreign currency risk arises primarily with respect to Canadian dollar, Euro, Swiss Franc, Swedish Krona and British Pound. Fluctuations in the exchange rates between this currency and the U.S. dollar could have a material effect on the Company’s business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk. The Company reduces its currency risk by maintaining minimal cash balances held in foreign currency.

 

As at March 31, 2026 and December 31, 2025, the Company had the following financial and non-financial assets and liabilities, (amounts posted in Canadian dollars) denominated in foreign currencies:

 

   March 31, 2026 
   Canadian Dollars   British
Pound
   Swiss
Franc
   Swedish
Krona
   European
Euro
   Arab Emirates
Dirham
 
Cash  $3,092,564   $1,332,541   $9,336,086   $7,805,639   $9,128,690   $98,153 
Private investments   25,065,628    -    -    -    -    - 
Public investments   201,081    -    -    -    -    - 
Prepaid   -    -    427,282    -    -    22,782 
Accounts payable and accrued liabilities   (1,062,222)   -    (204,809)   -    (15,296)   (132,116)
ETP holders payable   -    -    -    (106,242,739)   126,206    - 
Net assets (liabilities)  $27,297,051   $1,332,541   $9,558,559   $(98,437,100)  $9,239,600   $(11,181)

 

39

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments (continued)

 

(c)Currency risk (continued)

 

   December 31, 2025 
   Canadian Dollars   British
Pound
   Swiss
Franc
   Swedish
Krona
   European
Euro
   Arab Emirates Dirham 
Cash  $2,284,909   $51,536   $8,928,624   $12,978,875   $4,570,541   $457,515 
Private investments   25,172,753    -    -    -    -    - 
Prepaid investment   -    -    528,255    -    -    34,278 
Accounts payable and accrued liabilities   (1,003,289)   -    (449,107)   -    (20,219)   (14,057)
ETP holders payable   -    -    -    (285,235,369)   (9,211,650)   - 
Net assets (liabilities)  $26,454,373   $51,536   $9,007,772   $(272,256,494)  $(4,661,328)  $477,736 

 

A 10% increase (decrease) in the value of the US dollar against all foreign currencies in which the Company held financial instruments as of March 31, 2026 would result in an estimated increase (decrease) in net income of approximately $5,102,000 (March 31, 2025 - $15,724,000).

 

(d)Digital currency risk factors: Perception, Evolution, Validation and Valuation

 

A digital currency does not represent an intrinsic value or a form of credit. Its value is a function of the perspective of the participants within the marketplace for that digital currency. The price of the digital currency fluctuates as a result of supply and demand pressures that accumulate in the market for it.

 

Having a finite supply (in the case of many but not all digital currencies), the more people who want to own that digital currency, the more the market price increases and vice-versa.

 

The most common means of determining the value of a digital currency is through one or more cryptocurrency exchanges where that digital currency is traded. Such exchanges publicly disclose the “times and sales” of the various listed pairs. As the marketplace for digital currencies evolves, the process for assessing value will become increasingly sophisticated.

 

(e)Fair value of financial instruments

 

The Company has determined the carrying values of its financial instruments as follows:

 

i.The carrying values of cash, amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments.

 

ii.Public and private investments are carried at amounts in accordance with the Company’s accounting policies as set out in Note 2 in the Company’s December 31, 2025 financial statements.

 

iii.Digital assets classified as financial assets relate to USDC which is measured at fair value.

 

iv.Warrant liability carried at its fair value.

 

40

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments (continued)

 

(e)Fair value of financial instruments (continued)

 

The following table illustrates the classification and hierarchy of the Company’s financial instruments, measured at fair value in the statements of financial position as at March 31, 2026 and December 31, 2025.

 

   Level 1
(Quoted Market
price)
   Level 2
(Valuation
technique -observable market Inputs)
   Level 3
(Valuation
 technique -
non-observable market inputs)
   Total 
Privately traded investments  $-   $-   $29,372,628   $29,372,628 
Digital assets   -    496,934,790    18,652,141    515,586,931 
Equity investments   -    -    131,982,050    131,982,050 
Publicly traded investments   272,520    -    -    272,520 
Warrant liability   -    -    (13,599,316)   (13,599,316)
December 31, 2025  $272,520   $496,934,790   $166,407,503   $663,614,813 
                     
Privately traded investments  $-   $-   $29,064,422   $29,064,422 
Digital assets   -    369,097,082    12,254,966    381,352,048 
Equity investments   -    -    85,117,890    85,117,890 
Publicly traded investments   201,081    -    -    201,081 
Warrant liability   -    -    (7,808,220)   (7,808,220)
March 31, 2026  $201,081   $369,097,082   $118,629,058   $487,927,221 

 

Level 1 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 1 during the periods ended March 31, 2026 and December 31, 2025. These financial instruments are measured at fair value based utilizing quoted market prices. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

Level 1 investments, financial assets at fair value  March 31,
2026
   December 31,
2025
 
Opening balance  $272,520   $778,085 
Realized loss on investments   -    -419,093.00 
Unrealized loss on investments   (71,439)   - 
Transferred from level 3   -    272,520 
Investments sold   -    (358,992)
   $201,081   $272,520 

 

41

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments (continued)

 

(e)Fair value of financial instruments (continued)

 

Level 2 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 2 during the periods ended March 31, 2026 and December 31, 2025. These financial instruments are measured at fair value utilizing observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

Level 2 investments, financial assets at fair value  March 31,
2026
   December 31,
2025
 
Opening balance  $496,934,790   $555,838,900 
Digital assets acquired   1,490,011    232,267,760 
Digital assets disposed   (16,118,787)   (87,878,518)
Digital assets earned from staking, lending and fees   1,816,905    12,332,036 
Realized gain on digital assets   (34,460,655)   49,635,380 
Unrealized losses on digital assets   (89,154,195)   (260,376,909)
Settlement of Genesis loan   -    (6,100,598)
Digital assets transferred in from level 3   7,809,992    2,749,352 
Fees and other   779,021    (1,532,613)
   $369,097,082   $496,934,790 

 

Level 3 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 during the periods ended March 31, 2026 and December 31, 2025. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

Level 3 investments, financial assets at fair value  March 31,
2026
   December 31,
2025
 
Opening balance  $180,006,819   $294,773,144 
Transferred to level 1   -    (272,520)
Acquired as subsidiary   -    (379,906)
Realized gain   (3,496,538)   31,217,931 
Unrealized (loss)/ gain   (44,074,052)   (121,974,940)
Transferred to level 2   (7,809,992)   (2,749,352)
Foreign exchange gain   161,952    (527,269)
Equity investments disposed   (15,965,179)   (71,685,819)
Equity investments purchased   15,965,179    50,865,445 
Management fees   (151,561)   - 
Digital assets earned from staking, lending and fees   1,800,650    740,105 
   $126,437,278   $180,006,819 

 

Within Level 3, the Company includes private company investments that are not quoted on an exchange. The key assumptions used in the valuation of these instruments include (but are not limited to) the value at which a recent financing was done by the investee, company-specific information, trends in general market conditions and the share performance of comparable publicly traded companies.

 

42

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments (continued)

 

(e)Fair value of financial instruments (continued)

 

Fair value of financial instruments (continued)

 

Level 3 investments, financial liabilities at fair value  March 31,
2026
   December 31,
2025
 
Opening balance  $13,599,316   $- 
Warrants granted   -    53,195,195 
Change in fair value   (5,791,096)   (39,595,879)
   $7,808,220   $13,599,316 

 

As valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Given the size of the private investment portfolio, such changes may have a significant impact on the Company’s financial condition or operating results.

 

The following table presents the fair value, categorized by key valuation techniques and the unobservable inputs used within Level 3 as at March 31, 2026 and December 31, 2025.

 

Description  Fair value   Valuation
technique
  Significant
unobservable
input(s)
  Range of
significant
unobservable
input(s)
Luxor Technology Corporation  $524,963   Recent financing  Marketability of shares  0% discount
Amina Bank   24,285,752   Market approach  Marketability of shares  0% discount
ZKP Corporation   1,000,000   Recent financing  Marketability of shares  0% discount
Global Benchmarks AB   199,875   Recent financing  Marketability of shares  0% discount
CH Technical Solutions SA   362,038   Recent financing  Marketability of shares  0% discount
Canada Stablecorp Inc.   500,000   Recent financing  Marketability of shares  0% discount
Continental Stable Coin   500,000   Recent financing  Marketability of shares  0% discount
Bonsol Labs Inc.   2,000,000   Recent financing  Marketability of shares  0% discount
TenX Protocols Inc.   272,520   Recent financing  Marketability of shares  0% discount
Equity Investments in digital   131,982,050   Market approach  Discount for lack of marketability  16% discount
Digital assets on loan   18,652,141   Market approach  Discount for lack of marketability  30% discount
December 31, 2025  $180,279,339          
               
Luxor Technology Corporation  $526,102   Recent financing  Marketability of shares  0% discount
Amina Bank   24,338,445   Market approach  Marketability of shares  0% discount
ZKP Corporation   1,000,000   Recent financing  Marketability of shares  0% discount
Global Benchmarks AB   199,875   Recent financing  Marketability of shares  0% discount
CH Technical Solutions SA   -   Recent financing  Marketability of shares  0% discount
Canada Stablecorp Inc.   500,000   Recent financing  Marketability of shares  0% discount
Continental Stable Coin   500,000   Recent financing  Marketability of shares  0% discount
Bonsol Labs Inc.   2,000,000   Recent financing  Marketability of shares  0% discount
TenX Protocols Inc.   201,081   Recent financing  Marketability of shares  0% discount
Equity Investments in digital   85,117,890   Market approach  Discount for lack of marketability  15% discount
Digital assets on loan   12,254,966   Market approach  Discount for lack of marketability  26% discount
March 31, 2026  $126,638,359          

 

43

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments (continued)

 

(e)Fair value of financial instruments (continued)

 

Luxor Technology Corporation (“LTC”)

 

On December 29, 2020, the Company subscribed $100,000 to acquire certain rights to the preferred shares of LTC. The transaction was closed on February 15, 2021. On May 11, 2021, the Company subscribed to additional rights of $62,500. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026 the valuation of LTC was $526,102 (December 31, 2025 - $524,963). As at March 31, 2026, a +/- 10% change in the fair value of LTC will result in a corresponding +/- $52,610 (December 31, 2025 - $52,496) change in the carrying amount.

 

Amina Bank AG (“Amina”)

 

On January 14, 2022, the Company invested $25,286,777 (CAD$34,498,750) to acquire 3,906,250 non-votes shares of Amina. During the year ended December 31, 2025, the Company impaired its investment in Amina due to the decrease in Amina’s assets under management. As at March 31, 2026, the valuation of Amina was $24,338,445 (December 31, 2025 - $24,285,752). As at March 31, 2026, a +/- 10% change in the fair value of Amina will result in a corresponding +/- $2,433,844 (December 31, 2025 +/- $2,428,575) change in the carrying amount.

 

ZKP Corporation (“ZKP”)

 

On August 2, 2024, the Company invested $1,000,000 to acquire shares of ZKP. As at March 31, 2026, the valuation of ZKP was based on the recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of ZKP will result in a corresponding +/- $100,000 change in the carrying amount (December 31, 2025 - $100,000).

 

Global Benchmarks AB (“Global Benchmarks”)

 

On September 24, 2024, the Company invested $199,875 to acquire shares of Global Benchmarks. As at March 31, 2026, the valuation of Global Benchmarks was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of Global Benchmarks will result in a corresponding +/- $19,988 change in the carrying amount (December 31, 2025 - $19,988).

 

CH Technical Solutions SA (“CH Technical”)

 

On September 24, 2024, the Company invested $3,971,272 to acquire 25 shares of CH Technical. During the year ended December 31, 2025 and the three months ended March 31, 2026, the Company impaired its investment in CH Technical based on the investments in CH Technical. As at March 31, 2026, the valuation of CH Technical was $nil (December 31, 2025 - $272,520). As at March 31, 2026, a +/- 10% change in the fair value of CH Technical will result in a corresponding +/- $nil change in the carrying amount (December 31, 2025 - $272,520).

 

TenX Protocols Inc. (“TenX”)

 

On July 24, 2025, the Company invested $718,339 to acquire 1,334,000 subscription receipts of TenX. During the year ended December 31, 2025, the Company converted its 1,334,000 subscription receipts into 1,334,000 common shares and 667,00 common share purchase warrants. As a result of this conversion, the Company revalues its investment in TenX based on the market price of the TenX shares at the end of each reporting period. As at March 31, 2026, the valuation of TenX was $201,081 (December 31, 2025 - $272,520). As at March 31, 2026, a +/- 10% change in the fair value of TenX will result in a corresponding +/- $10,108 change in the carrying amount (December 31, 2025 - $27,252).

 

Canada Stablecorp Inc.

 

On September 9, 2025, the Company invested $499,999 to acquire 303,030 shares of Canada Stablecorp Inc. As at December 31, 2025, the valuation of Canada Stablecorp Inc. was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of Canada Stablecorp Inc. will result in a corresponding +/- $50,000 change in the carrying amount (December 31, 2025 - $50,000).

 

44

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

23.Financial instruments (continued)

 

(e)Fair value of financial instruments (continued)

 

Continental Stable Coin

 

On July 25, 2025, the Company invested $500,000 to acquire rights to certain preferred shares of Continental Stable Coin. As at March 31, 2026, the valuation of Continental Stable Coin was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of Continental Stable Coin will result in a corresponding +/- $50,000 change in the carrying amount (December 31, 2025 - $50,000).

 

Bonsol Labs Inc. (“Bonsol”)

 

On November 13, 2025, the Company invested $2,000,000 to acquire rights to certain preferred shares of Bonsol. As at March 31, 2026, the valuation of Bonsol was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of Bonsol will result in a corresponding +/- $200,000 change in the carrying amount (December 31, 2025 - $200,000).

 

SUI Digital Assets Loaned at FVTPL

 

During Q2 2025, the Company invested $41,160,000 to acquire SUI digital assets. Management used the net asset values as determined by market pricing and applied a 26% discount for lack of marketability. As at March 31, 2026, a +/- 10% change in the fair value of the SUI digital assets loaned will result in a corresponding +/- $1,225,497 change in the carrying amount (December 31, 2025 - $1,865,214).

 

Equity Investments in Digital Assets Funds at FVTPL (“Equity Investments”)

 

During Q2 2024, the Company invested $173,814,136 to acquire interest in two entities set up to hold SOL and AVAX acquired from a bankrupt estate. Management used the net asset values as determined by the entities managers and applied a 15% discount for lack of marketability. As at March 31, 2026, a +/- 10% change in the fair value of the Equity Investments will result in a corresponding +/- $8,511,789 change in the carrying amount (December 31, 2025 - $13,198,205).

 

24.Digital asset risk

 

(a)Digital currency risk factors: Risks due to the technical design of cryptocurrencies

 

The source code of many digital currencies, such as Bitcoin, is public and may be downloaded and viewed by anyone. As with all code, there may be a bug in the respective code which is yet to be found and repaired and can ultimately jeopardize the integrity and security of one or more of these networks.

 

Should miners for reasons yet unknown cease to register completed transactions within blocks which have been detached from the block chain, the confidence in the protocol and network will be reduced, which will reduce the value of the digital currency associated with that protocol, and the ETP payable balances that are valued with reference to the respective digital asset.

 

Protocols for most digital assets or cryptocurrencies are public open-source software, they could be particularly vulnerable to hacker attacks, which could be damaging for the digital currency market and may be the cause for investors to choose other currencies or assets to invest in.

 

45

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

24.Digital asset risk (continued)

 

(b)Digital currency risk factors: Ownership, Wallets

 

Rather than the actual cryptocurrency (which are “stored” on the blockchain), a cryptocurrency wallet stores the information necessary to transact the cryptocurrency. Those digital credentials are needed so one can access and spend the underlying digital assets. Some use public-key cryptography in which two cryptographic keys, one public and one private, are generated and stored in a wallet. There are several types of wallets:

 

-Hardware wallets are USB-like hardware devices with a small screen built specifically for handling private keys and public keys/addresses.

 

-Paper wallets are simply paper printouts of private and public addresses.

 

-Desktop wallets are installable software programs/apps downloaded from the internet that hold your private and public keys/addresses.

 

-Mobile wallets are wallets installed on a mobile device and are thus always available and connected to the internet.

 

-Web wallets are hot wallets that are always connected to the internet that can be stored in a browser or can be “hosted” by third party providers such as an exchange.

 

(c)Digital currency risk factors: Political, regulatory risk and technology in the market of digital currencies

 

The legal status of digital currencies, inter alia Bitcoin varies between different countries. The lack of consensus concerning the regulation of digital currencies and how such currencies shall be handled tax wise causes insecurity regarding their legal status. As all digital currencies remain largely unregulated assets, there is a risk that politics and future regulations may negatively impact the market of digital currencies and companies operating in such market. It is impossible to estimate how politics and future regulations may affect the market. However, future regulations and changes in the legal status of the digital currencies is a political risk which may affect the price development of the tracked digital currencies.

 

The perception (and the extent to which it is held) that there is significant usage of the digital assets in connection with criminal or other illicit purposes, could materially influence the development and regulation of digital assets (potentially by curtailing the same).

 

As technological change occurs, the security threats to the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets will likely adapt and previously unknown threats may emerge. The Company’s ability to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets. To the extent that the Company is unable to identify and mitigate or stop new security threats, the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets may be subject to theft, loss, destruction or other attack.

 

46

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

25.Capital management

 

The Company considers its capital to consist of share capital, share based payments reserves and deficit. The Company’s objectives when managing capital are:

 

a)to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the Company’s ability to purchase new investments;

 

b)to give shareholders sustained growth in value by increasing shareholders’ equity; while

 

c)taking a conservative approach towards financial leverage and management of financial risks.

 

The Company’s management reviews its capital structure on an on-going basis and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying investments. The Company’s current capital is composed of its shareholders’ equity and, to-date, has adjusted or maintained its level of capital by:

 

a)raising capital through equity financings; and

 

b)realizing proceeds from the disposition of its investments

 

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the (a) CBOE Canada (formerly NEO Exchange) which requires one of the following to be met: (i) shareholders equity of at least CAD$2.5 million, (ii) net income from continuing operations of at least CAD$375,000, (iii) market value of listed securities of at least CAD$25 million, or (iv) assets and revenues of at least CAD$25 million, and (b) Nasdaq Capital

 

26.Related party disclosures

 

a)The condensed consolidated interim financial statements include the financial statements of the Company and its subsidiaries and its respective ownership listed below:

 

   % equity interest 
Reflexivity LLC   100 
Valour Inc.   100 
DeFi Europe AG   100 
Stillman Digital Inc.   100 
Stillman Bermuda Ltd.   100 
Valour Funds SPC   100 
Valour Digital Securities Limited   0 

 

b)Compensation of key management personnel of the Company

 

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The remuneration of directors and other members of key management personnel during the three months ended March 31, 2026 and 2025 were as follows:

 

   Three months ended March 31, 
   2026   2025 
Short-term benefits  $1,812,229   $491,031 
Shared-based payments   1,003,850    265,606 
   $2,816,079   $756,637 

 

47

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

26.Related party disclosures (continued)

 

c)During the year ended December 31, 2025, the Company incurred $502,545 in legal fees to a firm in which a former director of the Company is a partner.

 

The Company announced a full-stack sovereign finance framework to modernize the $100 trillion sovereign debt market with SovFi, an entity held by the CEO, an Advisor and the President of the Company. The Company incurred no legal fees related to SovFi in the three months ended March 31, 2026 (December 31, 2025 - $20,000). The $20,000 was repaid by SovFi in May 2026.

 

The Company has a diversified base of investors. To the Company’s knowledge, no one holds more than 10% of the Company’s shares on a basic share and partially diluted share basis as at March 31, 2026 and December 31, 2025.

 

d)The Company’s directors and officers may have investments in and hold management and/or director and officer positions in some of the investments that the Company holds. The following is a list of total investments and the nature of the relationship of the Company’s directors or officers with the investment as of March 31, 2026 and December 31, 2025.

 

Investment  Nature of relationship to investment  Estimated
Fair Value
 
ZKP Corporation*  Former Director (Olivier Roussy Newton) of investee  $1,000,000 
Global Benchmarks AB*  Share ownership of investee by director (Per Von Rosen)   199,875 
Total investment - March 31, 2026     $1,199,875 

 

*Private company

 

Investment  Nature of relationship to investment  Estimated
Fair Value
 
ZKP Corporation*  Former Director (Olivier Roussy Newton) of investee  $1,000,000 
Global Benchmarks AB*  Share ownership of investee by director (Per Von Rosen)   199,875 
Total investment - December 31, 2025     $1,199,875 

 

*Private company

 

27.Commitments and contingencies

 

Management Contracts Commitments

 

The Company is party to certain management contracts. These contracts require that additional payments of up to approximately $600,000 be made upon the occurrence of certain events such as a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these condensed consolidated interim financial statements. Minimum commitments remaining under these contracts were approximately $3,909,000, all due within one year.

 

Legal Commitments and Class Action Lawsuit in the United States

 

The Company is, from time to time, involved in various claims and legal proceedings including a class action lawsuit filed against the Company and certain officers in the United States District Court for the Eastern District of New York which alleges that the Defendants made false and / or misleading statements and / or failed to disclose that: (i) DeFi Technologies was facing delays in executing its DeFi arbitrage strategy, which at all relevant times was a key revenue driver for the Company; (ii) DeFi Technologies had understated the extent of competition it faced from other Digital Asset Treasury companies and the extent to which that competition would negatively impact its ability to execute its DeFi arbitrage strategy; (iii) as a result of the foregoing issues, the Company was unlikely to meet its previously issued revenue guidance for the fiscal year 2025; (iv) accordingly, Defendants had downplayed the true scope and severity of the negative impact that the foregoing issues were having on DeFi Technologies’ business and financial results; and (v) as a result, Defendants’ public statements were materially false and misleading at all relevant times.

 

The Company does not agree with the allegations in the Class Action Lawsuit and intends to vigorously defend itself in Court. Based on the input from its external legal counsel and the early stage of this dispute, the Company believes in the merits of its legal defenses and as such has not accrued for any potential loss in these financial statements. The Company cannot reasonably predict the likelihood or outcome of these activities. This litigation is at an early stage and the Company cannot presently estimate the likelihood of loss or amount of loss that may be incurred as a result of this lawsuit.

 

48

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

28.Operating segments

 

The Company operates in various business lines based on where the subsidiaries operate. Valour operates the Company’s ETPs business line which involves issuing ETPs, hedging against the underlying digital asset, lending and staking of digital assets and management fees earned on the ETPs as well as any DeFi Alpha related transactions. Stillman and Stillman Bermuda operate the trading platform. The Reflexivity research segment was discontinued effective January 1, 2026.

 

Information about the Company’s assets by segment is detailed below.

 

March 31, 2026  DeFi   Stillman
Digital
   Valour Inc   Total 
Cash   46,305,034    10,021,976    31,268,098    87,595,108 
Client cash deposits   -    546,845    -    546,845 
Public investments, at fair value through profit and loss   201,081    -    -    201,081 
Prepaid expenses   260,668    9,173,485    564,416    9,998,569 
Digital assets, digital assets loaned, and digital assets staked   -    7,174,311    374,177,737    381,352,048 
Equity instruments   -    -    85,117,890    85,117,890 
Right-of-use assets   -    -    2,834,512    2,834,512 
Investment in associate   2,390,530    -    -    2,390,530 
Other non-current assets   28,065,628    -    36,078,988    64,144,616 
Total assets   77,222,941    26,916,617    530,041,641    634,181,199 
Accounts payable and accrued liabilities   2,861,797    1,311,197    1,429,732    5,602,726 
Loans payable   -    -    -    - 
Trading liabilities   -    17,276,335    -    17,276,335 
Warrant liability   7,808,220    -    -    7,808,220 
Lease liability   -    -    2,968,138    2,968,138 
Derivative liability   -    -    45,088    45,088 
ETP holders payable   -    -    444,346,794    444,346,794 
Total liabilities   10,670,017    18,587,532    448,789,752    478,047,301 

 

December 31, 2025  DeFi   Stillman
Digital
   Valour Inc   Total 
Cash   52,948,491    9,203,569    29,082,030    91,234,090 
Client cash deposits   -    5,615,054    -    5,615,054 
Prepaid expenses   562,981    8,267,049    766,891    9,596,921 
Public investments, at fair value through profit and loss   272,520    -    -    272,520 
Digital assets, digital assets loaned, and digital assets staked   -    14,066,946    501,519,985    515,586,931 
Equity instruments   -    -    131,982,050    131,982,050 
Right-of-use assets   -    -    2,999,253    2,999,253 
Investment in associate   2,423,934    -    -    2,423,934 
Other non-current assets   28,172,752    -    36,680,278    64,853,030 
Total assets   84,380,678    37,152,618    703,030,487    824,563,783 
Accounts payable and accrued liabilities   2,151,846    5,458,569    1,659,695    9,270,110 
Loans payable   -    -    2,611,009    2,611,009 
Trading liabilities   -    24,122,640    -    24,122,640 
Warrant liability   13,599,316    -    -    13,599,316 
Lease liability   -    -    3,102,188    3,102,188 
ETP holders payable   -    -    622,304,667    622,304,667 
Total liabilities   15,751,162    29,581,209    629,677,559    675,009,930 

 

49

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

28.Operating segments (continued)

 

Information about the Company’s revenues and expenses by segment is detailed below:

 

Three months ended March 31, 2026  DeFi   Stillman Digital   Valour Inc.   Total 
Staking and lending income   -    -    1,894,859    1,894,859 
Trading commissions   -    2,902,012    -    2,902,012 
Management fees   -    -    1,356,716    1,356,716 
Other revenue   109,909    -    6,000    115,909 
Revenues excluding realized and net change in unrealized (loss) gain   109,909    2,902,012    3,257,575    6,269,496 
Realized and net change in unrealized loss on digital assets   -    (23,001)   (130,066,978)   (130,089,979)
Realized and net change in unrealized loss on equity investments   -    -    (39,054,168)   (39,054,168)
Realized and net change in unrealized gains on ETP payables   -    -    174,112,856    174,112,856 
Realized and net change in unrealized loss on derivative liabilities   -    -    (45,088)   (45,088)
Revenues from realized and net change in unrealized (loss) gain   -    (23,001)   4,946,622    4,923,621 
Total revenues   109,909    2,879,011    8,204,197    11,193,117 
                     
Expenses                    
Operating, general and administration   3,229,613    1,782,308    3,475,777    8,487,698 
Share based payments   1,536,544    -         1,536,544 
Amortization - right-of-use asset   -    -    150,205    150,205 
Amortization - intangibles   -    24,280    -    24,280 
Fees and commissions   11,750    341,599    783,831    1,137,180 
Foreign exchange (gain) loss   11,736    (1,692)   59,963    70,007 
Total operating expenses   4,789,643    2,146,495    4,469,776    11,405,914 
Operating (loss) income   (4,679,734)   732,516    3,734,421    (212,797)
                     
Realized (loss) on investments, net   -    -    -    - 
Unrealized (loss) on investments, net   (470,158)   -    -    (470,158)
Interest income   439,239    795    2,522    442,556 
Interest expense   -    (1,003)   (334,697)   (335,700)
Loss on investment in associate   (33,404)   -    -    (33,404)
Change in fair value of warrant liabilities   5,791,096    -    -    5,791,096 
Bad debt expense   -    -    126,034    126,034 
Impairment loss   -    -    (375,928)   (375,928)
Total other income (expenses)   5,726,773    (208)   (582,069)   5,144,496 
Net income after tax   1,047,039    732,308    3,152,352    4,931,699 
Other comprehensive loss                    
Foreign currency translation loss   -    -    (26,948)   (26,948)
Net income and comprehensive income for the period   1,047,039    732,308    3,125,404    4,904,751 

 

50

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

28.Operating segments (continued)

 

For the three months ended March 31, 2025  DeFi   Stillman
Digital
   Valour Inc.   Total 
Staking and lending income   -    -    3,522,757    3,522,757 
Management fees   -    -    2,532,855    2,532,855 
Trading commissions   -    2,084,694    -    2,084,694 
Research revenue   -    -    182,750    182,750 
Revenues excluding realized and net change in unrealized gain (loss)   -    2,084,694    6,238,362    8,323,056 
                     
Realized and net change in unrealized (loss) gain on digital assets   (118,023)   59,251    (159,774,911)   (159,833,683)
Unrealized loss on equity investments   -    -    (84,920,897)   (84,920,897)
Realized and net change in unrealized gains on ETP payables   -    -    280,223,955    280,223,955 
Revenues from realized and net change in unrealized gain (loss)   (118,023)   59,251    35,528,147    35,469,375 
Total revenue   (118,023)   2,143,945    41,766,509    43,792,431 
                     
Expenses                    
Operating, general and administration   3,470,106    819,570    2,033,149    6,322,825 
Share based payments   5,115,208    -    -    5,115,208 
Depreciation - property, plant and equipment   -    -    103    103 
Amortization - intangibles   371,081    1,937    -    373,018 
Fees and commissions   -    252,218    1,065,239    1,317,457 
Foreign exchange (gain) loss   (24,170)   701    (635,699)   (659,168)
Total operating expenses   8,932,225    1,074,426    2,462,792    12,469,443 
Operating (loss) income   (9,050,248)   1,069,519    39,303,717    31,322,988 
                     
Realized (loss) on investments, net   (469,594)   -    -    (469,594)
Unrealized (loss) on investments, net   2,654    -    -    2,654 
Interest income   8,112    514    387    9,013 
Interest expense   (1,050)   (585)   (117,154)   (118,789)
Total other expenses   (459,878)   (71)   (116,767)   (576,716)
Net (loss) income for the period before taxes   (9,510,126)   1,069,448    39,186,950    30,746,272 
Current taxes   -    (746,366)   (86)   (746,452)
Net (loss) income for the period   (9,510,126)   323,082    39,186,864    29,999,820 
                     
Other comprehensive loss                    
Foreign currency translation loss   -    (4,222)   (65,070)   (69,292)
Net (loss) income and comprehensive (loss) income for the period   (9,510,126)   318,860    39,121,794    29,930,528 

 

DeFi Alpha is a division within Valour Inc. looking for arbitrage trading opportunities.  It does not have its own statement of financial position but leverages Valour Inc’s equity for its trades.  The CODM only reviews DeFi Alpha’s trading operating results as part of its consolidated review of Valour and hence it has not been presented separately in the table above. The comparative period has been restated to align with the current period presentation.

 

51

 

 

DeFi Technologies Inc.

Notes to the condensed consolidated interim financial statements

For the three months ended March 31, 2026 and 2025

(Expressed in U.S. dollars unless otherwise noted)

 

29.Earning per share

 

The following table presents the calculation of basic and fully diluted earnings per common share for the three months ended March 31, 2026 and 2025:

 

   Three months ended March 31, 
   2026   2025 
Numerator:        
Net income (loss) after taxes  $4,931,699   $29,999,820 
Denominator:          
Weighted average number of common shares - basic   386,635,240    225,670,208 
Weighted average effect of dilutive warrants*   14,759,450    15,294,923 
Weighted average effect of dilutive options*   2,558,516    11,956,189 
Weighted average effect of dilutive DSUs*   2,187,500    2,770,713 
Weighted average effect of dilutive RSUs*   75,938    - 
Weighted average number of common shares - diluted   406,216,644    255,692,034 
           
Basic earnings (loss) per share  $0.01   $0.13 
Diluted earnings (loss) per share  $0.01   $0.12 

 

*Maximum dilution if all warrants, options and DSUs were exercised would be 83,726,732

 

30.Reclassification of Comparative Amounts

 

The comparative figures have been reclassified to conform with the presentation adopted for 2026.

 

52

 

Exhibit 99.2

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

Three months ended March 31, 2026

  

 

 

 

Background

 

This Management’s Discussion and Analysis (“MD&A”) has been prepared based on information available to DeFi Technologies Inc. (“we”, “our”, “us”, “DeFi” or the “Company”) containing information through May 14, 2026, unless otherwise noted.

 

This MD&A provides a detailed analysis of the Company’s operations and compares its financial results for the three months ended March 31, 2026 and 2025. The March 31, 2026 interim condensed consolidated financial statements and related notes of DeFi (the “Interim Financial Statements”) have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). Please refer to the notes of the December 31, 2025 annual audited consolidated financial statements (the “Annual Financial Statements”) for disclosure of the Company’s significant accounting policies. Unless otherwise noted, all references to currency in this MD&A refer to U.S. dollars. References to Q1 2026 are to the three months ended March 31, 2026; Q1 2025 are to the three months ended March 31, 2025; and Q4 2025 are to the three months ended December 31, 2025.

 

Additional information, including our Annual Information Form, have been filed electronically through the System for Electronic Document Analysis and Retrieval+ “SEDAR+ and is available online under the Company’s SEDAR+ profile at www.sedarplus.ca.

 

Cautionary Statement Regarding Forward Looking Information

 

This MD&A contains “forward-looking information” within the meaning of that term under Canadian securities laws. This information relates to future events or future performance and reflects the Company’s expectations and assumptions regarding such future events and performance. Forward-looking information can be identified by the use of words such as, but not limited to, “plans”, “expects”, “project”, “predict”, “potential”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such information includes, but is not limited to, expectations, projections or other characterizations of future events or circumstances; the Company’s objectives, goals, strategies, beliefs, intentions, plans, estimates, projections and outlook; and statements regarding the future of centralized and decentralized finance.

 

In particular, all statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that management of the Company expects or anticipates will or may occur in the future contain forward-looking information, including but not limited to, statements with respect to:

 

financial, operational and other projections and outlooks as well as statements or information concerning future operation plans, objectives, performance, revenues, growth, acquisition strategies, profits or operating expenses of the Company and its subsidiaries;

 

details and expectations regarding the Company’s investments in the decentralized finance (“DeFi”) industry and the Company’s Equity Investments in Digital Assets (as defined herein);

 

expectations regarding revenue growth due to changes in the Company’s business strategy;

 

expansion and growth of the Company’s Asset Management, Ventures and Infrastructure business lines;

 

development of ETPs and partnerships and joint ventures with other companies;

 

growth of assets under management (“AUM”);

 

listing of ETPs;

 

identifying and capitalizing on low-risk arbitrage opportunities within the digital asset market;

 

digital asset staking, lending or trading transactions;

 

the Company becoming more active in the stablecoin market in the future;

 

 

 

 

the continued listing of the Company’s common shares on Nasdaq Capital Market (“Nasdaq”);

 

DeFi Advisory and the development of digital asset treasury companies;

 

anticipated lending and staking income and management fees charged on ETPs;

 

hedging activities;

 

the Company receiving the outstanding balance of BTC owed to it by Genesis;

 

investment performance of ETPs, DeFi protocols and digital assets underlying ETPs and portfolio companies that the Company has invested in;

 

additional locations and distribution channels coming online in 2026, and the Company being able to expand presence across Europe and Latin America, and bringing new regions, such as Africa and the Middle East, into the platform;

 

the Company’s global expansion positioning the Company for long-term growth, leveraging strategic partnerships, market-first advantages, and increasing investor demand to strengthen its market leadership;

 

future development of laws and regulations governing the DeFi industry, in particular in the United States;

 

requirements for additional capital and future financing options;

 

publishing and marketing plans;

 

the availability of attractive investments that align with the Company’s investment strategy;

 

future outbreaks of infectious diseases;

 

the impact of climate change;

 

the Company’s ability to regain and maintain compliance with the minimum required closing bid price for continued listing on the Nasdaqt; and

 

other expectations of the Company.

 

Forward-looking information and statements above involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from the Company’s expectations are described in the Company’s documents filed from time to time with the applicable regulatory authorities and such factors include, but are not limited to, risks related to the staking and lending of cryptocurrencies, DeFi protocol tokens, or other digital assets; risks relating to momentum pricing and volatility of cryptocurrencies, DeFi protocol tokens, and other digital assets; cybersecurity threats, security breaches and hacks; the relative novelty of cryptocurrency exchanges and other trading venues; regulatory risks; hedging risk; the U.S. classification of crypto assets and the Investment Company Act of 1940; the issuance of crypto ETPs in the EU and non-EU countries; risk related the Company’s Ventures portfolio exposure; risks associated with the lending and staking of digital assets, risks related to the Company’s internal arbitrage and trading business, risks associated with banks cutting off services to businesses that provide cryptocurrency related services; the impact of geopolitical events; the further development and acceptance of digital and DeFi networks; trade errors; dependence on investment manager, discretion as to distributions and timing of withdrawals, discretion as to form of payment, risks and uncertainties associated with custodians of digital assets; conditions on equity investments in digital assets; development and acceptance of the digital asset network, digital asset audit risk, risk of total loss of equity investment in digital assets, risk of loss, theft or destruction of cryptocurrencies; risks associated with the irrevocability of transactions; risks associated with the potential failure to maintain the cryptocurrency networks; risks associated with the potential manipulation of blockchain; risks that miners may cease operations; risks related to insurance; risks related to the concentration of investments; risks related to competition; risk related to investments in private issuers and illiquid securities; risks related to cash flow, revenue and liquidity; risk management, risks related to the Company’s dependence on management personnel; risks related to macro-economic conditions; risks related to the availability or opportunities and competition for investments; risks related the share prices of investments; risks related to additional financing requirements; risks related to the return on investments; failure to develop and execute successful investment or trading strategies, risks related to the management of the Company’s growth; social, political, environmental, and economic risks in the countries in which the Company’s investment interests are located; risks related to hostilities, geo-political events and wars, risks related to the due diligence process undertaken by the Company in connection with investment opportunities; risks related to exchange-rate fluctuations; risks related to non-controlling interests; risks related to changes in legislation and regulations; risks related to the fact the Company is likely a passive foreign investment company for U.S. federal income tax purposes; risks associated with the Company’s limited operating history and no history of operating revenue and cash flow; risks associated with the Company having limited cash flow and funds in reserve which may not be sufficient to fund its ongoing activities at all times; risks associated with material weakness in the Company’s financial statements, risk related to the restatement of the Company’s historical financial statements, lack of comprehensive accounting guidance for digital assets under IFRS accounting standards; risks associated with conflicts of interest; litigation risk, risks associated with the volatility of the Company’s common shares market price and the Company’s ability to regain and maintain compliance with the minimum required closing bid price for continued listing on the Nasdaq, risks associated with share imbalances, risks associated the future dilution of shareholders’ interest in the Company; and risks associated with the Company’s history of never paying dividends; and other risks described herein including under the heading “Risks and Uncertainties”.

 

2

 

 

When relying on forward-looking information to make decisions, readers should ensure that the preceding information, the risks and uncertainties described in “Risks and Uncertainties” and the other contents of this MD&A are all carefully considered. The forward-looking information contained herein is current as of the date of this MD&A, and, except as may be required by applicable law, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking information contained herein to reflect any change in expectations, estimates and projections with regard thereto or any changes in events, conditions or circumstances on which any information is based. Readers should not place undue importance on such forward-looking information and should not rely upon this information as of any other date. In addition to the disclosure contained herein, for more information concerning the Company’s various risks and uncertainties, please refer to the Company’s public filings available under its profile on SEDAR+ at www.sedarplus.ca and at www.cboe.ca.

 

With regard to all information included herein relating to companies in the Company’s Venture portfolio, the Company has relied on information provided by the investee companies and on publicly available information disclosed by the respective companies.

 

Overview of the Company

 

The Company is a publicly listed issuer on the Cboe Canada Inc. (“Cboe Canada”) stock exchange trading under the symbol “DEFI” and the Nasdaq stock market in the United States under the symbol “DEFT”. The Company is a financial technology company that pioneers the convergence of traditional capital markets with the world of decentralized finance. The Company’s mission is to expand investor access to industry-leading decentralized technologies which it believes lie at the heart of the future of finance. On behalf of its shareholders and investors, it identifies opportunities and areas of innovation and builds and invests in new technologies and ventures in order to provide trusted, diversified exposure across the decentralized finance ecosystem. The Company does so through four distinct business lines: Asset Management, DeFi Alpha, Stillman Digital, and DeFi Ventures.DeFi Technologies also reiterated its focus on accelerating growth through product innovation and geographic expansion. In 2025, DeFi Technologies, through Valour, advanced distribution across regulated venues, including the London Stock Exchange and SIX Swiss Exchange, and entered the Brazilian market.

 

The Company’s Interim Financial Statements have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying Interim Financial Statements.

 

Investment Pillars

 

 

DeFi operated through four core pillars during Q1 2026:

 

Asset Management

 

The Company through its wholly-owned subsidiary Valour Inc. (“Valour”), and Valour Digital Securities Limited (“VDSL” and together with Valour Cayman, “Valour”) is developing Exchange Traded Products (“ETPs”) that synthetically track the value of a single DeFi protocol or a basket of protocols. ETPs simplify the ability for retail and institutional investors to gain exposure to DeFi protocols or basket of protocols as it removes the need to manage a self-custodial wallet, two-factor authentication, various logins, and other intricacies that are linked to managing a decentralized finance protocol portfolio.

 

The Company does not simply list ETP products and collect a management fee. The Company has monetized the entire issuance stack end to end:

 

Market making and liquidity provisioning

 

Staking and yield generation on underlying assets

 

Valour monetizes its AUM primarily through trading, staking, management fees, and trade-flow arbitrage. In addition to management fees, Valour retains staking yields as revenue, capturing value directly from the digital assets held in its ETPs. This vertically integrated model enables recurring, protocol-driven revenue as AUM grows.

 

DeFi Alpha

 

DeFi Alpha is a specialized trading desk within DeFi focused on opportunistic trading and arbitrage across the digital asset ecosystem. The desk seeks to generate returns by identifying attractive market dislocations and pricing inefficiencies, with opportunities sourced through deep market experience and strong counterparty relationships.

 

Its activities span both centralized and decentralized markets, with a focus on disciplined execution, prudent risk management, and capitalizing on opportunities as they arise.

 

3

 

 

Stillman Digital

 

Stillman Digital is a digital asset trading firm that provides OTC trading, liquidity solutions, and market-making services to institutional counterparties across global cryptocurrency markets.

 

DeFi Ventures

 

The Company, whether by itself or through its subsidiaries, invests in various companies and leading protocols across the decentralized finance ecosystem to build a diversified portfolio of decentralized finance assets.

 

Reflexivity Research and DeFi Advisory

 

The Company discontinued reporting on its Reflexivity Research and DeFi Advisory business lines given the low levels of revenue generated by these business lines. Revenues from these businesses have been included in “other revenues” as part of the main asset management business.

 

Highlights For The Three Months Ended March 31, 2026:

 

New Product Launches

 

By December 31, 2025, Valour reached 102 listed ETPs and built a more diversified regulated digital asset shelf globally. While the Company did not launch any further ETPs during Q1 2026, it focused on increasing its product offerings in the various markets where it operates.

 

Starting January 26, 2026, the Company started offering select Valour ETPs to UK retail investors on the London Stock Exchange (“LSE”) after receiving approval from the Financial Conduct Authority and LSE.

 

Bitcoin and Ethereum staking ETPs: The approved products available to UK retail are 1Valour Bitcoin Physical Staking (ISIN: GB00BRBV3124) and 1Valour Ethereum Physical Staking (ISIN: GB00BRBMZ190).

 

Milestone expansion from pro-to-retail: Following earlier LSE launches for professional investors, Valour is now expanding access so UK retail investors can gain regulated BTC and ETH exposure with a yield component via traditional brokerage accounts.

 

The UK is one of the world’s most important financial markets, and these approvals broaden the Company’s ability to serve UK retail investors with transparent, exchange-listed products that provide straightforward exposure to the evolving digital asset economy.

 

DEFT Valour Investment Opportunity Index

 

On February 9, 2026, the Company announced the launch of the DEFT Valour Investment Opportunity (“DVIO”) Index, an institutional grade benchmark that tracks how regulated investor capital is allocated across digital assets using real flows from Valour’s ETP platform. The DVIO Index is designed to deliver higher “signal quality” than typical crypto data by relying on consistent, regulated product structure and execution, with weekly updates to reflect changes in AUM and flow across the top 50 assets in Valour’s ecosystem. Beyond benchmarking, DVIO is positioned as a broader insights and commercial platform, power recurring analytics (weekly/monthly reports, sentiment and altcoin barometers, watchlist signals) and future licensing/index-linked products and tools.

 

Partnership with MERGE and update on LATAM initiatives

 

On February 6, 2026, the Company announced its partnership with MERGE to host the DeFi Technologies Insights Symposium in Sao Paolo on March 16, 2026 as part of Latin America’s leading crypto/fintech conferences.

 

Brazil is a core market for both DeFi and Valour, reflecting the country's growing importance in global capital markets and digital asset adoption. In December 2025, Valour expanded into Brazil by launching a suite of digital asset ETPs listed on B3, alongside Brazilian Depositary Receipts (BDRs) representing DeFi's publicly listed shares. The products include DEFT31 (BDRs representing DeFi's Nasdaq-listed DEFT shares), BTCV (Valour Bitcoin), ETHV (Valour Ethereum), XRPV (Valour Ripple), VSOL (Valour Solana), and VSUI (Valour Sui). These products provide Brazilian investors with BRL denominated locally listed exposure to both DeF's equity and leading digital assets through the same brokerage and custody infrastructure used for equities and ETFs.

 

This expansion into Brazil marked a significant milestone for Valour, representing its first market entry outside Europe and establishing a foundation for broader growth across Latin America. Hosting the DeFi Technologies Insights Symposium in São Paulo builds on this momentum and underscores a long-term commitment to engaging Brazilian institutional investors, regulators, and market participants.

 

4

 

 

Investors can review the full list of the Company’s ETP products on its website at www.valour.com.

 

Valour's Top ETPs by AUM

 

Valour’s AUM on March 31, 2026 was $444.3 million. Average AUM for Q1 2026 was $533.6 million falling from $728.3 million in Q4 2025 and $789 million in Q1 2025 comparative quarter. The lower AUM is due mainly to crypto price declines and due to a small $0.7 million net outflow for the Q1 2026 (the Company had a $1.7 million cash outflow offset by $1 million crypto funded ETP inflow – IFRS does not allow the two amounts to be netted in the cash flow statement). Q1 2026 was very challenging for global market conditions as war in Iran and the resultant significant increase in energy prices drove a broad risk off environment across asset classes. Cryptocurrency prices fell as part of the risk-off environment with Bitcoin (“BTC”) falling approximately down 23% and Ethereum (“ETH”) approximately 35%. The altcoins in general fell more than Bitcoin.

 

As of March 31, 2026, Valour's ETPs with the highest AUM were:

 

VALOUR BTC: $159,717,931

 

VALOUR SOL: $106,617,292

 

VALOUR ETH: $42,960,901

 

VALOUR XRP: $27,230,994

 

VALOUR ADA: $16,321,278

 

VALOUR SUI: $14,864,280

 

A chart showing the development of the Company’s AUM is below:

 

 

 

Update on Portfolio Company Canada Stablecorp Inc. (“Stablecorp”)

 

On February 4, 2026, the Company announced that VersaBank will act as custodian for Stablecorp’s QCAD Digital Trust, strengthening the institutional and regulatory-grade infrastructure behind QCAD, Canada’s first compliant CAD stablecoin. The agreement is designed to support scaled adoption of tokenized Canadian dollars, with VersaBank earning custody fees based on assets held and a spread on QCAD deposits, highlighting custody as a long-term growth revenue stream. For DeFi, this is another validation point for its Stablecorp investment and QCAD strategy, reinforcing plans to expand QCAD-linked products, deepen liquidity and market access, and support long term security as usage grows.

 

5

 

 

Strengthening the Management Team

 

Corporate General Counsel Change

 

On February 27, 2026, the Company announced the appointment of Philippe Lucet as General Counsel and Corporate Secretary of DeFi replacing Mr. Kenny Choi. Mr. Lucet previously served as General Counsel of Valour and now oversees DeFi’s legal, corporate governance and regulatory affairs. Before joining Valour, Mr. Lucet served as Group General Counsel at a global IT company headquartered in Geneva, where he oversaw all legal, regulatory, and compliance matters for the group. Previously, he was Vice President and General Counsel for R&D and Intellectual Property at Nestlé's global headquarters, leading a team responsible for patents, trademarks, digital, legal R&D, and health science worldwide. Prior to Nestlé, Mr. Lucet was Lead Counsel at Richemont, the Swiss based global luxury group, and an attorney at law at Salans/Dentons, specializing in corporate law, investments, innovation, and intellectual property. Mr. Lucet holds a Master's in International Affairs (Finance and Banking) from Columbia University, and a Master of Laws from Stanford University.

 

New Chief Revenue Officer

 

On April 1, 2026, the Company announced the appointment of Mr. Jacob Lindberg as Chief Revenue Officer of Valour where he will lead commercial strategy across the Nordics and broader European markets to support platform growth, institutional partnerships, and regional expansion. Mr. Lindberg is the founder and former CEO of Vinter, a regulated crypto index provider later acquired by Kaiko, and has experience developing index methodologies behind several notable digital asset investment products listed across major European exchanges. Under his leadership, Vinter's indexes underpinned financial products listed on major exchanges, including Nasdaq, the London Stock Exchange, Deutsche Börse Xetra, Spotlight, and the SIX Swiss Exchange. In 2024, Vinter was acquired by Kaiko, a financial data infrastructure company. During his time at Vinter, Mr. Lindberg raised a US$3.4 million seed round at a valuation of more than US$20 million, led by Octopus Ventures, and grew the business into an index provider serving many of the world's largest crypto asset managers. He was also named to the Forbes 30 Under 30 list in 2022. Mr. Lindberg has developed methodologies behind several pioneering index products in the digital asset sector, including the first Bitcoin & Gold index ETP, the first crypto momentum-factor index ETP, and VDAB10, the first capped market-cap crypto index.

 

Mr. Lindberg joins Valour at an important stage in its evolution as DeFi broadens its platform beyond listed ETPs into a wider suite of institutional fund structures and capital markets products. In addition to expanding its ETP footprint across Europe, the Company is developing products designed to meet growing demand from professional and institutional investors, including UCITS-style fund structures, actively managed certificates ("AMCs"), hedge fund, fund-of-funds strategies, and other institutional vehicles intended to broaden distribution and create more durable, diversified assets under management.

 

Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency

 

On March 6, 2026, the Company announced it has received a notice from Nasdaq, dated March 5, 2026, notifying the Company that the minimum bid price per share of its common shares was below $1.00 for a period of 30 consecutive business days as of March 4, 2026 and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Rule") to maintain a minimum bid price of $1.00 per share.

 

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until September 1, 2026, to regain compliance with the Minimum Bid Price Rule. To regain compliance, the closing bid price of the Company's common shares must be at least $1.00 per common share for a minimum of ten consecutive business days (though Nasdaq staff may, in their discretion, extend this to generally up to 20 consecutive business days). If at any time during this 180-day period the closing bid price per share of the Company's common shares is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.

 

In the event the Company does not regain compliance by September 1, 2026, the Company may be eligible for an additional 180-calendar-day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the Minimum Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company is not eligible for the second compliance period or Nasdaq staff concludes that the Company will not be able to cure the deficiency during the second compliance period, Nasdaq will provide written notice to the Company that the Company's common shares will be subject to delisting. In the event of such notification, the Company may appeal Nasdaq's determination to delist its common shares, but there can be no assurance that Nasdaq would grant the Company's request for continued listing.

 

6

 

 

Outlook

 

DeFi continues to attempt to strengthen its position as a leading provider of regulated digital asset investment products, with 102 ETPs listed across major global exchanges. Through its asset management platform, Valour, the Company remains focused on expanding investor access to secure, transparent, and compliant digital asset exposure.

 

The Company is increasingly differentiated by its vertically integrated business model, which combines asset management, product issuance, and institutional trading infrastructure. This includes Stillman Digital, the Company’s institutional trading and liquidity platform, which complements Valour’s ETP business by providing execution, liquidity, and market infrastructure capabilities across digital asset markets. Together, these components enable DeFi Technologies to capture value across multiple points in the investment lifecycle.

 

This integrated approach continues to drive improving profitability and operating efficiency. The Company benefits from diversified and scalable revenue streams, including management fees, staking income, and trading and market-making activities across its platform. The addition of institutional trading capabilities through Stillman Digital further enhances monetization opportunities, contributing to margin expansion and reducing reliance on any single revenue source.

 

DeFi Technologies is executing on a strategy centered on the convergence of traditional capital markets and decentralized finance. By bridging these ecosystems, the Company is building a comprehensive platform designed to support more efficient capital formation, improved liquidity, and broader investor participation in digital assets. This positioning is expected to support long-term growth as institutional and retail adoption continues to evolve.

 

The Company continues to expand its global footprint, advancing distribution across regulated markets including the London Stock Exchange and SIX Swiss Exchange, while establishing a strategic presence in Brazil through listings on B3. These initiatives enhance access to new investor segments and support sustained growth in assets under management and net inflows.

 

Looking ahead, DeFi is focused on the development of next-generation investment products tailored to institutional investors. These include UCITS-type fund structures, actively managed certificates, hedge funds, and fund-of-funds strategies. Such products are intended to broaden distribution, deepen liquidity, and improve the durability of AUM over time.

 

In parallel, the Company is advancing internally developed initiatives aimed at increasing efficiency, lowering costs, and enhancing the overall value proposition of its platform. These efforts are expected to further strengthen operating leverage and support continued margin expansion.

 

DeFi Technologies also maintains a disciplined approach to capital allocation by evaluating adjacent businesses and strategic investments that can generate non-AUM-driven revenue streams and perform across market cycles. This includes investments in digital asset infrastructure, such as Stablecorp and Continental Stablecoin, which align with the Company’s broader strategy of building a comprehensive financial ecosystem.

 

Overall, DeFi believes it is well positioned for continued growth, supported by a scalable and vertically integrated platform, expanding global distribution, diversified revenue streams, and a strong balance sheet that enables proactive investment in strategic opportunities.

 

7

 

 

Digital Assets, Digital assets loaned and Digital assets Staked

 

As at March 31, 2026, the Company’s digital assets had a fair value of $381,352,048 (December 31, 2025 - $ 515,586,931). Digital currencies are recorded at their fair value on the date they are acquired and are revalued to their current market value at each reporting date. Fair value is determined by taking the mid-point price at 17:30 CET from Kraken, Bitfinex, Binance, Coinbase, Bitstamp, Bybit OKX, Vinter, Compass and Gate.IO and other exchanges consistent with the final terms for each ETP. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Volmex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com.

 

   March 31,
2026
   December 31, 2025 
   $   $ 
Current digital assets        
Digital assets   192,860,846    356,450,053 
Digital assets loaned   147,015,371    87,326,227 
Digital assets staked   25,498,997    38,986,741 
Total current digital assets   365,375,214    482,763,021 
Non-current digital assets          
Digital assets   33,951    62,367 
Digital assets loaned   15,942,883    32,761,543 
Digital assets staked   -    - 
Total non-current digital assets   15,976,834    32,823,910 
Total digital assets   381,352,048    515,586,931 

 

In addition to the above noted digital assets, the Company had the following equity investments at fair value through profit and loss (“FVTPL”) at the dates indicated. See Note 7 of the Interim Financial Statements for the three months ended March 31, 2026 for further details.

 

    March 31, 2026
   Current   Long Term   Total 
   Quantity   Amount   Quantity   Amount   Quantity   Amount 
Fund A - Solana (SOL)   195,556.0745   $13,327,426    174,657.4221   $11,903,153    370,213.4966   $25,230,579 
Fund A - Avalanche (AVAX)   494,346.2754   $3,738,566    125,386.9082   $948,257    619,733.1836   $4,686,823 
        $17,065,992        $12,851,410        $29,917,402 
                               
Fund B - Solana (SOL)   349,667.2000   $23,841,160    225,778.8000   $15,394,148    575,446.0000   $39,235,308 
Fund B - USD   -   $15,965,180    -   $-    -   $15,965,180 
        $39,806,340        $15,394,148        $55,200,488 
Total       $56,872,332        $28,245,558        $85,117,890 

 

    December 31, 2025
   Current   Long Term   Total 
   Quantity   Amount   Quantity   Amount   Quantity   Amount 
Fund A - Solana (SOL)   192,949.9577   $19,860,832    220,396.5353   $22,685,979    413,346.4930   $42,546,811 
Fund A - Avalanche (AVAX)   503,720.0812   $5,253,822    232,861.4009   $2,428,755    736,581.4821   $7,682,577 
        $25,114,654        $25,114,734        $50,229,388 
                               
Fund B - Solana (SOL)   470,185.9000   $50,297,296    294,049.0000   $31,455,366    764,234.9000   $81,752,662 
Total       $75,411,950        $56,570,100        $131,982,050 

 

8

 

 

The following table sets out the Company’s digital assets as at the dates indicated:

 

   March 31, 2026   December 31, 2025 
   Quantity   $   Quantity   $ 
Binance Coin (BNB)   1,548.7372    945,367    1,763.4867    1,520,530 
Bitcoin (BTC)   2,663.4200    174,657,889    2,596.9563    223,491,846 
Ethereum (ETH)   22,786.9822    46,943,952    21,329.9035    63,656,646 
Cardano (ADA)   68,139,566.4803    16,323,322    69,150,950.0310    23,565,970 
Polkadot (DOT)   3,240,541.3199    4,067,210    3,340,140.2001    6,035,593 
Solana (SOL)   201,607.0843    16,343,796    169,185.2128    21,097,592 
Uniswap (UNI)   394,020.1485    1,392,359    399,616.8814    2,332,473 
USDC   881,167.8800    2,065,670    -    4,461,378 
USDT   1,804,885.1700    13,714,099    -    18,098,752 
Litecoin (LTC)   6,233.4300    335,593    11,073.8030    851,800 
Dogecoin (DOGE)   53,616,738.4862    4,868,517    56,534,119.7635    6,828,612 
Cosmos (ATOM)   3,190.0442    5,388    12,005.8560    23,143 
Avalanche (AVAX)   524,220.7375    4,610,704    461,501.5177    5,740,226 
Polygon (POL)   523,225.8291    47,007    304,295.6891    31,088 
Ripple (XRP)   20,965,336.1353    27,729,096    21,146,529.3119    39,186,475 
Enjin (ENJ)   599,727.1912    12,174    576,307.9792    15,849 
Tron (TRX)   721,965.3616    225,490    663,171.3819    187,723 
Terra Luna (LUNA)   132,532.0000    7,308    141,177.2041    13,436 
Shiba Inu (SHIB)   22,197,299,853.3500    131,311    20,643,542,012.0300    143,214 
Pyth Network (PYTH)   4,801,974.8533    185,356    4,935,058.3767    280,805 
AAVE (AAVE)   5,130.6719    497,510    4,429.5388    652,127 
Algorand (ALGO)   1,921,656.4400    170,669    1,380,335.0800    153,904 
Aptos Mainnet (APT)   545,290.5290    479,419    517,026.2356    875,222 
Arweave (AR)   59,321.1500    101,617    64,940.4200    223,096 
Aerodome (AERO0X91)   2,072,115.4417    651,266    2,113,572.4104    917,924 
Arbitrum (ARB)   915,541.9600    84,241    1,489,777.0200    280,923 
Bitcoin Cash (BCH)   290.8753    136,528    860.1464    511,921 
Core (CORE)   12,845,082.1632    357,093    12,500,445.6036    1,377,549 
Curve DAO Token (CRV)   4,392,934.1600    931,178    3,939,395.2500    1,442,868 
Europa Coin (EURC)   63,864.0300    74,721    605,795.2800    708,780 
Fetch.ai (FET)   4,596,327.2767    1,051,180    4,619,586.9000    946,091 
Filecoin (FIL)   86,364.7159    71,311    83,678.3922    109,612 
The Graph (GRT)   423,474.5100    10,112    542,238.9100    18,229 
Hedera (HBAR)   87,034,776.5333    7,387,554    76,729,676.9089    8,317,073 
Internet Computer (ICP)   1,828,349.7292    4,164,887    1,778,949.0942    4,866,716 
Immutable (IMX)   450,205.7600    62,942    274,878.9400    61,176 
Injective (INJ)   346,477.1667    991,687    335,577.3200    1,463,990 
Jupiter (JUP)   2,997,266.5789    462,778    3,089,314.6000    583,880 
Lido DAO (LDO)   499,346.9400    162,969    513,196.1600    300,384 
Chainlink (LINK)   326,938.0488    2,832,488    347,418.3828    4,295,173 
NEAR Protocol (NEAR)   1,879,333.7269    2,223,564    1,701,315.2684    2,553,372 
Optimism (OP)   136,786.6700    15,053    173,791.6300    46,248 
MANTRA (OM)   1,881,045.1867    20,880    453,091.4000    31,807 
PAX Gold (PAXG)   9.8683    46,159    0.6905    2,999 
Pendle (PDL)   151,576.2333    169,462    182,478.7000    343,772 
Quant (QNT)   1,419.3251    99,310    1,014.7880    71,156 
Ripple USD (RLUSD)   49,990.0000    50,020    50,126.0000    50,126 
RENDERSOL (RNDR)   1,727,656.1125    2,939,466    1,703,278.0201    2,193,856 
THORChain (RUNE)   278,735.5000    112,470    269,953.8000    151,768 
Sei Network (SEI1)   13,571,882.3733    662,308    16,419,686.8978    1,848,857 
SKY Governance Token (SKY)   621,474.0000    45,492    645,038.0000    37,735 
Stacks (STX)   49,304.8000    10,808    47,106.4000    11,744 
Sui (SUI)   13,815,098.2146    9,556,313    14,683,690.6345    16,459,983 
Bittensor (TAO)   21,237.6654    6,449,828    22,107.9024    4,906,095 
The TON Coin (TON)   521,038.3900    634,079    454,318.1948    739,494 
Wormhole (W)   4,120,354.4000    59,745    4,760,219.0000    157,563 
Tether Gold (XAUT6)   65.8023    302,130    34.4628    149,372 
dogwifhat (WIF)   39,649.3600    7,097    56,581.9600    15,277 
Worldcoin (WLD2)   988,665.2167    269,807    2,002,365.2100    969,345 
Stellar (XLM)   4,066,607.9400    672,245    3,704,385.3200    753,012 
StarkNet (STRK1)   3,111,382.0956    107,343    2,990,189.0056    231,441 
Sonic Labs (SONICLABS)   3,913,758.5512    159,348    3,959,492.2712    300,086 
Akash Network (AKT)   430,662.8394    212,274    375,586.0011    135,737 
Kaspa (KAS)   27,366,377.6465    870,251    24,576,822.7965    1,064,176 
Official Trump (TRUMP)   4,660.5400    13,954    2,309.3700    10,891 
Mantle (MNT)   173,067.9884    117,963    259,308.9369    251,037 
Story (IP)   5,446.5482    2,727    5,951.7992    10,187 
Crypto.com (CRO)   1,702,523.5662    118,666    1,453,014.1410    132,805 
Hyperliquid (HYPE)   42,085.4065    1,545,416    32,103.2182    830,677 
UNUS SED LEO (LEO)   1,004.9794    10,041    670.9046    6,266 
OKB (OKB)   253.3368    21,029    276.2829    30,051 
IOTA (IOTA)   1,420,824.0000    77,719    1,233,469.0000    102,131 
Ondo (ONDO)   2,624,206.1433    694,908    1,711,993.3233    634,291 
Theta Token (THETA)   119,007.3000    17,803    100,410.4000    26,749 
Celestia (TIA)   104,618.5800    30,674    111,295.8400    52,209 
Flare (FLR)   3,951,845.7683    30,429    3,689,429.0635    39,108 
Pi Network (PI)   126,085.7607    21,863    126,934.2148    25,895 
Ethna (ENA)   1,593,152.9900    144,180    1,686,126.1900    340,092 
Four (FORM)   33,378.7000    8,058    31,111.1000    10,777 
Virtuals Protocol (VIRTUAL)   2,119,532.7778    1,357,773    1,776,320.7111    1,179,832 
VeChain (VET)   8,713,323.1000    58,379    4,978,553.8000    52,773 
Penut the Squirrel (PNUT)   319,100.9300    12,636    445,601.2200    30,657 
Pepe (PEPE)   59,216,468,120.2000    17,980    40,164,090,458.7000    24,082 
Zcash (ZEC)   -    -    -    32,569 
Canton (CC)   203,427.2751    30,656    -    - 
Other Coins   1,901,362,685.1099    53,150    1,903,713,336.9885    45,132 
Current        365,375,214         482,763,021 
Solana (SOL)   132,000.0000    10,589,953    196,500.0000    24,471,703 
SUI (SUI)   8,327,991.5556    5,352,930    8,327,991.5556    8,289,840 
Other Coins   271,406,137.0826    33,951    271,406,137.0826    62,367 
Long-Term        15,976,834         32,823,910 
Total Digital Assets        381,352,048         515,586,931 

 

9

 

 

The below table sets out the continuity of digital assets for the periods ended March 31, 2026 and December 31, 2025 are as follows:

 

   March 31,
2026
   December 31,
2025
 
Opening balance  $515,586,931   $555,838,900 
Digital assets acquired   1,490,011    273,427,760 
Digital assets disposed   (16,118,787)   (87,878,518)
Digital assets earned from staking, lending and fees   1,894,860    13,072,141 
Realized gain (loss) on digital assets   (34,460,655)   48,283,105 
Net change in unrealized gains and losses on digital assets   (95,629,324)   (282,272,597)
Settlement of Genesis loan   -    (6,100,598)
Digital assets transferred in from (out to) equity investments at FVTPL   7,809,992    2,749,352 
Foreign exchange gain (loss) / Fees / Other   779,020    (1,532,614)
   $381,352,048   $515,586,931 

 

Digital assets held by counterparty as at March 31, 2026 and December 31, 2025 were as follows:

 

   March 31,
2026
   December 31, 2025 
Counterparty A  $96,973,878   $41,304,262 
Counterparty C   876,796    3,460,154 
Counterparty E   1,136,895    1,492,892 
Counterparty F   20,404,229    25,061,967 
Counterparty H   45,763,826    171,980,818 
Counterparty J   41,834,503    - 
Counterparty K   163,840,123    218,232,056 
Counterparty M   74,314    4,954,135 
Other   1,180,711    1,451,800 
Self custody   9,266,773    47,648,847 
Total  $381,352,048   $515,586,931 

  

Digital Assets held by lenders

 

The Company and Genesis Global Capital LLC (“Genesis”) entered into that certain master loan agreement (the “MLA”).  Pursuant to the MLA and the loan term sheet dated September 9, 2022 (the “Term Sheet”), Genesis loaned $6,000,000 to Valour as an open term loan (the “Loan”). As collateral for the Loan, Valour initially posted 362 BTC with Genesis, which was later increased to 475 BTC (the “Collateral”).

 

On January 19, 2023, Genesis and its group of companies filed for bankruptcy protection in the U.S. pursuant to a ‘Chapter 11’ bankruptcy filing under the U.S. Bankruptcy Code and listed the Company as a creditor.

 

On June 26, 2024, the Court entered an order (the “Order”) granting motion for relief from stay and allowing Genesis to exercise set off rights permitting the parties to set off any Company obligations ($6,000,000 loan plus interest) with corresponding Genesis obligations (475 BTC). According to the exhibit attached to the Order, the Company owed Genesis $5,990,953.70 in principal and $109,644 in interest against collateral of 475 BTC valued at $10,018,691, resulting in a claim by the Company against Genesis in the amount of $3,909,047 or 185.3 BTC. It was then agreed that the parties could set off leaving the Company with $3.9 million which amounted to 185.3 BTC.

 

By the end of 2025, the Company had already received 115.62 BTC. Since DeFi and Valour previously received 1.7 BTC in October 2025, the outstanding balance is 67.98 BTC. Accordingly, the Company expects to receive up to 67.98 BTC in the future.

 

The Collateral and the amount payable under the Loan were previously recorded gross on the statement of financial position at $6,100,598 and $6,100,598, respectively, with the Collateral being written down to the value of the loan payable. After the approval of the motion on June 26, 2024, the Company obtained the legally enforceable right to set off the Collateral against the amount payable under the Loan. As a result, the Company has netted the asset and liability on the statement of financial position, reducing both the Company’s Collateral and the amount payable under the Loan by $6,100,598, which represents the principal amount of the Loan plus interest.

 

Following the court approved set-off, the remaining exposure for the Loan is 67.98 BTC. Considering Genesis’ low credit quality due to its bankruptcy, the Company has applied a loss rate approach of 75% to calculate it’s expected credit loss on the BTC held by Genesis based on management’s best estimate. The expected credit loss of $3,410,686 on these 67.98 BTC has been recorded under realized and net change in unrealized (loss) gain on digital assets in the Interim Financial Statements.

 

10

 

 

As of March 31, 2026, digital assets held by lenders as collateral consisted of the following:

 

   Number of coins
on loan
   Fair Value 
Bitcoin (BTC)   67.9793    1,136,895 
Total   67.9793    1,136,895 

 

As of December 31, 2025, digital assets held by lenders as collateral consisted of the following:

 

   Number of coins
on loan
   Fair Value 
Bitcoin (BTC)    67.9793   $1,492,892 
Total    67.9793   $1,492,892 

 

As at December 31, 2025, the 67.9793 Bitcoin held by Genesis as collateral against the Loan has been written down to $1,492,892, the fair value of the Loan and interest thereon.

 

In the normal course of business, the Company enters into open-ended lending arrangements with certain financial institutions, whereby the Company loans certain fiat and digital assets in exchange for interest income. The Company can demand the repayment of the loans and accrued interest at any time. The digital assets on loan are included in digital assets balances above.

 

Digital Assets loaned

 

As of March 31, 2026, the Company loaned select digital assets to borrowers at annual rates ranging from approximately 1.98% to 12% and accrued interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

 

As of December 31, 2025, the Company has loaned select digital assets to borrowers at annual rates ranging from approximately 1.98% to 12% and accrued interest on a monthly basis. The digital assets on loan are measured at fair value through profit and loss.

 

As at March 31, 2026, digital assets on loan consisted of the following:

 

   Number of coins
on loan
   Fair Value   Fair Value
Share
 
Bitcoin (BTC)   680.4268    45,518,197    28%
Ethereum (ETH)   19,031.7196    39,185,121    24%
Solana (SOL)   299,521.8630    24,165,466    15%
Sui (SUI)   19,066,052.9730    12,254,966    8%
Ripple (XRP)   12,005,833.3333    15,874,113    10%
Bittensor (TAO)   19,081.8056    5,795,099    4%
Hedera (HBAR)   48,620,925.0000    4,103,606    3%
RENDERSOL (RNDR)   1,613,777.7778    2,745,682    2%
Avalanche (AVAX)   189,976.5000    1,670,900    1%
Internet Computer (ICP)   613,151.6667    1,390,628    1%
NEAR Protocol (NEAR)   1,151,954.2222    1,362,762    1%
Uniswap (UNI)   362,623.4444    1,281,149    1%
Virtuals Protocol (VIRTUAL)   1,650,483.6667    1,057,300    1%
Fetch.ai (FET)   4,445,466.6667    1,016,678    1%
Injective (INJ)   301,291.6667    862,357    1%
Curve DAO Token (CRV)   3,561,122.5000    754,602    0%
Kaspa (KAS)   22,821,137.7778    725,712    0%
Aerodome (AERO0X91)   2,017,635.6667    634,143    0%
Stellar (XLM)   3,401,765.2500    561,972    0%
Ondo (ONDO)   1,824,800.0000    483,207    0%
Jupiter (JUP)   2,733,558.0556    422,061    0%
Aptos Mainnet (APT)   470,820.3211    413,945    0%
AAVE (AAVE)   3,906.7167    378,233    0%
Pyth Network (PYTH)   4,587,486.6667    177,077    0%
THORChain (RUNE)   253,302.0000    102,207    0%
MANTRA (OM)   1,748,438.6667    19,408    0%
Worldcoin (WLD2)   6,093.3333    1,663    0%
Total   133,789,919.6868    162,958,254    100%

 

11

 

 

The digital assets loaned as at March 31, 2026, were are classified as follows:

 

Current        
Bitcoin (BTC)   680.4268    45,518,197 
Ethereum (ETH)   19,031.7196    39,185,121 
Solana (SOL)   167,521.8630    13,575,513 
Sui (SUI)   10,738,061.4174    6,902,036 
Ripple (XRP)   12,005,833.3333    15,874,113 
Bittensor (TAO)   19,081.8056    5,795,099 
Hedera (HBAR)   48,620,925.0000    4,103,606 
RENDERSOL (RNDR)   1,613,777.7778    2,745,682 
Avalanche (AVAX)   189,976.5000    1,670,900 
Internet Computer (ICP)   613,151.6667    1,390,628 
NEAR Protocol (NEAR)   1,151,954.2222    1,362,762 
Uniswap (UNI)   362,623.4444    1,281,149 
Virtuals Protocol (VIRTUAL)   1,650,483.6667    1,057,300 
Fetch.ai (FET)   4,445,466.6667    1,016,678 
Injective (INJ)   301,291.6667    862,357 
Curve DAO Token (CRV)   3,561,122.5000    754,602 
Kaspa (KAS)   22,821,137.7778    725,712 
Aerodome (AERO0X91)   2,017,635.6667    634,143 
Stellar (XLM)   3,401,765.2500    561,972 
Ondo (ONDO)   1,824,800.0000    483,207 
Jupiter (JUP)   2,733,558.0556    422,061 
Aptos Mainnet (APT)   470,820.3211    413,945 
AAVE (AAVE)   3,906.7167    378,233 
Pyth Network (PYTH)   4,587,486.6667    177,077 
THORChain (RUNE)   253,302.0000    102,207 
MANTRA (OM)   1,748,438.6667    19,408 
Worldcoin (WLD2)   6,093.3333    1,663 
Total current digital assets on loan   125,329,928.1313    147,015,371 
Long-Term          
Solana (SOL)   132,000.0000    10,589,953 
SUI (SUI)   8,327,991.5556    5,352,930 
Total long-term digital assets on loan   8,459,991.5556    15,942,883 
Total   133,789,919.6868    162,958,254 

 

As of December 31, 2025, digital assets on loan consisted of the following:

 

   Number of coins
on loan
   Fair Value   Fair Value
Share
 
Bitcoin (BTC)   420.0000    36,894,425    31%
Ethereum (ETH)   8,000.0000    23,879,570    20%
Solana (SOL)   326,500.0000    40,661,634    34%
SUI (SUI)   18,737,981.0000    18,652,141    16%
Total   19,072,901.0000    120,087,770    100%

 

The digital assets loaned as of December 31, 2025, are classified as follows:

 

   Number of coins     
   on loan   Fair Value 
Current        
Bitcoin (BTC)   420.0000    36,894,425 
Ethereum (ETH)   8,000.0000    23,879,570 
Solana (SOL)   130,000.0000    16,189,931 
SUI (SUI)   10,409,989.4444    10,362,301 
Total current digital assets on loan   10,548,409.4444    87,326,227 
Long-Term          
Solana (SOL)   196,500.0000    24,471,703 
SUI (SUI)   8,327,991.5556    8,289,840 
Total long-term digital assets on loan   8,524,491.5556    32,761,543 
Total   19,072,901.0000    120,087,770 

 

12

 

 

As at March 31, 2026, the digital assets on loan to significant borrowing counterparties were as follows:

 

   Interest rates  Number of coins
on loan
   Fair Value   Geography  Fair Value Share 
Counterparty A  1.7% - 12%   311,047.9041    80,338,312   Grand Cayman   49%
Counterparty F  1.5% - 3.5%   19,068,119.0783    20,404,229   UAE   13%
Counterparty H  3.75% - 4.5%   6,120.0000    20,381,209   Switzerland   13%
Counterparty J  0.5% - 12%   114,404,632.7045    41,834,504   United States   26%
Total      133,789,919.6868    162,958,254       100%
Current                     
Counterparty A      179,047.9041    69,748,359   Grand Cayman   43%
Counterparty F      10,740,127.5227    15,051,299   UAE   9%
Counterparty H      6,120.0000    20,381,209   Switzerland   13%
Counterparty J      114,404,632.7045    41,834,504   United States   26%
Total current digital assets on loan      125,329,928.1313    147,015,371       91%
Long-term                     
Counterparty A      132,000.0000    10,589,953   Grand Cayman   6%
Counterparty F      8,327,991.5556    5,352,930   UAE   3%
Total long-term digital assets on loan      8,459,991.5556    15,942,883       9%
Total loaned digital assets      133,789,919.6868    162,958,254       100%

 

As at December 31, 2025, the digital assets on loan to significant borrowing counterparties were as follows:

 

   Interest rates   Number of coins
on loan
   Fair Value   Geography  Fair Value Share 
Counterparty A   12%   326,500.0000    40,661,634   Grand Cayman   34%
Counterparty F   1.94% - 4.75%    18,739,981.0000    24,622,033   UAE   21%
Counterparty H   3.75% - 4.5%    6,420.0000    54,804,103   Switzerland   46%
Total        19,072,901.0000    120,087,770       100%
Current                       
Counterparty A        130,000.0000    16,189,931   Grand Cayman   13%
Counterparty F        10,411,989.4444    16,332,193   UAE   14%
Counterparty H        6,420.0000    54,804,103   Switzerland   46%
Total current digital assets on loan        10,548,409.4444    87,326,227       73%
Long-term                       
Counterparty A        196,500.0000    24,471,703   Grand Cayman   20%
Counterparty F        8,327,991.5556    8,289,840   UAE   7%
Total long-term digital assets on loan        8,524,491.5556    32,761,543       27%
Total loaned digital assets        19,072,901.0000    120,087,770       100%

 

The Company’s digital assets on loan are exposed to credit risk. The Company limits its credit risk by placing its digital assets on loan with high credit quality financial institutions that have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company's due diligence procedures may include, but are not limited to, review of the financial position of the borrower, review of the internal control practices and procedures of the borrower, review of market information, and monitoring the Company’s risk exposure thresholds. Digital asset loan receivables are assessed for expected credit losses under IFRS 9 using a loss-rate approach. Counterparty A is subject to a 1% Stage 1 expected credit loss, driven by the recall penalty. The $106,966 Expected Credit Loss (“ECL”) on these coins has been expensed to bad debt expense. Counterparty H is not subject to any expected credit loss due to its recallability without penalty. The Company does not hold any collateral or other credit enhancements related to these loans.

 

The fair value of the SUI digital assets on loan include a discount for lack of marketability since the SUI coins are locked and not freely transferrable as at March 31, 2026. These coins unlock intermittently through April 2028. The DLOM (as defined below) was determined using the Finerty model. The model works by treating this loss of marketability as the equivalent of a European put option, which provides protection against price declines during the period the assets cannot be sold. By estimating the value of such a hypothetical put option, based on factors like the underlying stock price, volatility, risk-free rate, and expected holding period. No separate ECL was recorded for the SUI digital assets as management feels that any relevant default risk is captured in the fair value assumptions of the digital assets. The SUI digital assets are considered a level 3 in the financial instrument hierarchy, see note 23 in the Interim Financial Statements for more information on financial instrument hierarchy in the table below.

 

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Borrower  Asset  Quantity   Current   Non-current   Gross Total   ECL   Net Total 
Counterparty A  BTC   500.3493    33,471,636    -    33,471,636    -    33,471,636 
Counterparty F  BTC   60.0775    4,018,977    -    4,018,977    -    4,018,977 
Counterparty H  BTC   120.0000    8,027,584    -    8,027,584    -    8,027,584 
Counterparty A  ETH   11,025.6918    22,701,210    -    22,701,210    -    22,701,210 
Counterparty F  ETH   2,006.0278    4,130,286    -    4,130,286    -    4,130,286 
Counterparty H  ETH   6,000.0000    12,353,625    -    12,353,625    -    12,353,625 
Counterparty A  SOL   299,521.8630    13,682,479    10,589,953    24,272,432    (106,966)   24,165,466 
Counterparty F  SUI   19,066,052.9730    6,902,036    5,352,930    12,254,966    -    12,254,966 
Counterparty J  XRP   12,005,833.3333    15,874,113    -    15,874,113    -    15,874,113 
Counterparty J  TAO   19,081.8056    5,795,099    -    5,795,099    -    5,795,099 
Counterparty J  HBAR   48,620,925.0000    4,103,606    -    4,103,606    -    4,103,606 
Counterparty J  RNDR   1,613,777.7778    2,745,682    -    2,745,682    -    2,745,682 
Counterparty J  AVAX   189,976.5000    1,670,900    -    1,670,900    -    1,670,900 
Counterparty J  ICP   613,151.6667    1,390,628    -    1,390,628    -    1,390,628 
Counterparty J  NEAR   1,151,954.2222    1,362,762    -    1,362,762    -    1,362,762 
Counterparty J  UNI   362,623.4444    1,281,149    -    1,281,149    -    1,281,149 
Counterparty J  VIRTUAL   1,650,483.6667    1,057,300    -    1,057,300    -    1,057,300 
Counterparty J  FET   4,445,466.6667    1,016,678    -    1,016,678    -    1,016,678 
Counterparty J  INJ   301,291.6667    862,357    -    862,357    -    862,357 
Counterparty J  CRV   3,561,122.5000    754,602    -    754,602    -    754,602 
Counterparty J  KAS   22,821,137.7778    725,712    -    725,712    -    725,712 
Counterparty J  AERO   2,017,635.6667    634,143    -    634,143    -    634,143 
Counterparty J  XLM   3,401,765.2500    561,972    -    561,972    -    561,972 
Counterparty J  ONDO   1,824,800.0000    483,207    -    483,207    -    483,207 
Counterparty J  JUP   2,733,558.0556    422,061    -    422,061    -    422,061 
Counterparty J  APT   470,820.3211    413,945    -    413,945    -    413,945 
Counterparty J  AAVE   3,906.7167    378,233    -    378,233    -    378,233 
Counterparty J  PYTH   4,587,486.6667    177,077    -    177,077    -    177,077 
Counterparty J  RUNE   253,302.0000    102,207    -    102,207    -    102,207 
Counterparty J  MANTRA   1,748,438.6667    19,408    -    19,408    -    19,408 
Counterparty J  WLD   6,093.3333    1,663    -    1,663    -    1,663 
            147,122,337    15,942,883    163,065,220    (106,966)   162,958,254 

 

As of March 31, 2026, the Company has staked select digital assets with counterparties at annual rates ranging from approximately 1.24% to 14.93% and accrues rewards as they are earned. The digital assets staked are measured at fair value through profit and loss. As of December 31, 2025, the Company has staked select digital assets to borrowers at annual rates ranging from approximately 1.24% to 14.93% and accrue rewards as they are earned. The digital assets staked are measured at fair value through profit and loss.

 

As of March 31, 2026, digital assets staked consisted of the following:

 

   Number of coins
staked
   Fair Value   Fair Value Share 
Ethereum (ETH)   131.5212    271,259    1%
Cardano (ADA)   63,436,300.2255    15,192,994    60%
Core (CORE)   12,378,621.1000    344,126    1%
Polkadot (DOT)   2,639,590.7763    3,312,950    13%
Solana (SOL)   0.5094    41    0%
Hyperliquid (HYPE)   34,541.6731    1,247,127    5%
Hedera (HBAR)   33,768,770.3520    2,878,618    11%
Internet Computer (ICP)   985,506.1455    2,251,882    9%
Total   113,243,462.3030    25,498,997    100%

 

14

 

 

As of December 31, 2025, digital assets staked consisted of the following:

 

  

Number of coins

staked

   Fair Value   Fair Value Share 
Ethereum (ETH)   128.0536    376,190    1%
Bitcoin (BTC)   300.0000    26,747,151    69%
Cardano (ADA)   43,639.3760    15,470    0%
Core (CORE)   12,017,441.5404    1,325,524    3%
Polkadot (DOT)   2,595,690.3230    4,762,573    12%
Solana (SOL)   0.5094    64    0%
Hyperliquid (HYPE)   25,600.4618    662,417    2%
Hedera (HBAR)   22,663,998.5645    2,463,577    6%
Internet Computer (ICP)   970,082.8229    2,633,775    7%
Total   38,316,881.6517    38,986,741    100%

 

As of March 31, 2026, the digital assets staked by significant borrowing counterparty were as follows:

 

   Interest rates  Number of coins
staked
   Fair Value   Geography  Fair Value Share 
Counterparty H  0.31% - 6.35%   100,690,236.5416    23,799,371   Switzerland   93%
Counterparty M  2.11%   35.4770    73,045   United States   0%
Self custody  1.52% - 11.83%   12,553,190.2844    1,626,581   Switzerland   6%
Total      113,243,462.3030    25,498,997       100%

 

As of December 31, 2025, the digital assets staked by significant borrowing counterparty were as follows:

 

   Interest rates  

Number of coins

staked

   Fair Value   Geography  Fair Value
Share
 
Counterparty H   2.76% - 7.67%    23,634,179.8442    5,097,352   Switzerland   13%
Counterparty M   2.87%   32.0023    95,663   United States   0%
Self custody   2.3% - 14.28%    14,682,669.8053    33,793,726   Switzerland   87%
Total        38,316,881.6517    38,986,741       100%

 

The Company’s digital assets staked are exposed to market risk, liquidity risk, lockup duration risk, loss or theft of assets and return duration risk. These risks include:

 

a)Ethereum and Polkadot staking exposes the Company to an unbonding period liquidity restriction (approximately 28 days), during which time the tokens remain locked and do not earn rewards once unbounding has commenced.

 

b)Polkadot, CORE and Hype staking may expose the Company to validator misconduct risk

 

c)Bitcoin staking involves timelock risk, such that the coins are locked until expiry of the timelock and require a redemption transaction after expiry.

 

d)BTC staking is described by the protocol as self-custodied with no wrapping, bridging or smart contract exposure.

 

15

 

 

The Company places allocation limits by counterparty and only deals with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company's due diligence procedures may include, but are not limited to, review of the financial position of the counterparty, review of the internal control practices and procedures of the counterparty, review of market information, and monitoring the Company’s risk exposure thresholds. As of the date hereof, the Company does not expect a material loss on any of its digital assets staked. While the Company intends to only transact with counterparties that it believes meet the Company staking policy criteria, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

 

EQUITY INVESTMENTS IN DIGITAL ASSETS FUNDS AT FAIR VALUE THROUGH PROFIT AND LOSS

 

    March 31, 2026
   Current   Long Term   Total 
   Quantity   Amount   Quantity   Amount   Quantity   Amount 
Fund A - Solana (SOL)   195,556.0745   $13,327,426    174,657.4221   $11,903,153    370,213.4966   $25,230,579 
Fund A - Avalanche (AVAX)   494,346.2754   $3,738,566    125,386.9082   $948,257    619,733.1836   $4,686,823 
        $17,065,992        $12,851,410        $29,917,402 
                               
Fund B - Solana (SOL)   349,667.2000   $23,841,160    225,778.8000   $15,394,148    575,446.0000   $39,235,308 
Fund B - USD   -   $15,965,180    -   $-    -   $15,965,180 
        $39,806,340        $15,394,148        $55,200,488 
Total       $56,872,332        $28,245,558        $85,117,890 

 

    December 31, 2025
   Current   Long Term   Total 
   Quantity   Amount   Quantity   Amount   Quantity   Amount 
Fund A - Solana (SOL)   192,949.9577   $19,860,832    220,396.5353   $22,685,979    413,346.4930   $42,546,811 
Fund A - Avalanche (AVAX)   503,720.0812   $5,253,822    232,861.4009   $2,428,755    736,581.4821   $7,682,577 
        $25,114,654        $25,114,734        $50,229,388 
                               
Fund B - Solana (SOL)   470,185.9000   $50,297,296    294,049.0000   $31,455,366    764,234.9000   $81,752,662 
Total       $75,411,950        $56,570,100        $131,982,050 

 

Fund A

 

During the year ended December 31, 2024, the Company through a subsidiary, invested $61,741,683 in three tranches of a private investment fund (“Fund A”) designed to acquire Solana and Avalanche tokens from a bankrupt company. The Company’s investment represents the acquisition by Fund A of 491,249 Solana at $105 per Solana and 931,446 Avalanche at $11 per Avalanche.

 

The Solana acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. The Solana will be released by Fund A in monthly increments from January 2025 through January 2028.

 

The Avalanche acquired by Fund A is locked and staked, earning staking rewards during the lock period. Staking rewards will accrue while Avalanche is locked and will become distributable on the same unlocking schedule as the Avalanche.

 

The Avalanche will be released by Fund A in weekly increments starting July 10, 2025 and continuing through July 1, 2027.

 

The investments in the investment fund were initially recognized based on the latest available net asset value as determined by the investment fund’s administrator less an applicable DLOM.  The values of the investments were remeasured based on quarterly valuation reports provided by the investment fund administrator less an applicable DLOM.

 

16

 

 

Fund B

 

During the year ended December 31, 2024, the Company invested through a subsidiary, $112,072,453 in two tranches of limited partnership units of a private investment fund (“Fund B” and together with Fund A the “Equity Investments in Digital Assets”) designed to acquire Solana tokens from a bankrupt company.

 

The Company’s investment represents the acquisition by Fund B of 1,123,360 Solana at $100 per Solana. The Solana acquired by Fund B is locked and staked, earning staking rewards during the lock period and thereafter until such Solana is sold by the fund manager or an in-kind distribution to the limited partners of the fund. Staking rewards will accrue while Solana is locked and will become distributable on the same unlocking schedule as the Solana. Approximately 25% of the Solana were unlocked in March 2025, while the remaining 75% of the Solana will be unlocked linearly monthly until January 2028. The Company received a distribution of $71,685,819 in July 2025 from Fund B.

 

The investments in Fund B were initially recognized based on the latest available net asset value as determined by Fund B’s administrator less an applicable DLOM.  The values of the investments were remeasured based on quarterly valuation reports provided by Fund B’s administrator less an applicable DLOM.

 

The continuity of Equity Investments in Digital Assets for the periods ended March 31, 2026 and December 31, 2025 were as follows:

 

   March 31,
2026
   December 31,
2025
 
Opening Balance  $131,982,060   $257,425,063 
Disposals   (15,965,180)   (71,685,819)
Cash   15,965,180    - 
Staking income   1,722,696    19,784,212 
Net change in realized and unrealized gain/loss   (40,625,303)   (68,261,188)
Management fees   (151,561)   (2,530,856)
Transfers out to Digital Assets   (7,809,992)   (2,749,352)
Closing Balance  $85,117,900   $131,982,060 

 

Third Party Exchanges, Custodians and Funds

 

 

As of March 31, 2026, the Company used the following third-party exchanges and custodians and in the ordinary course of business:

 

Exchange   Location
Binance   Cayman Islands
B2C2 Overseas LTD   Cayman Islands
Bitcoin Suisse AG   Switzerland
OKX   Seychelles
Kraken   United States
Wintermute   United Kingdom
Coinbase   United States
Laser Digital   Switzerland
     
Custodian    
Anchorage Digital   United States
Bitgo Trust   United States
Copper   Switzerland

 

Each of the custodians and exchanges have not appointed a sub-custodian to hold crypto assets owned by the Company. The custodian and exchanges hold and safeguard the digital assets deposited by the Company and its subsidiaries. The custodians and exchanges also offer lending and staking services. The custodians and exchanges are not Canadian financial institutions. None of the custodians and exchanges are related parties of the Company.

 

Each custodian maintains general commercial insurance on its own behalf, but the Company and other clients of such custodians are not named insured under such policies. The Company is not aware of any security breaches or similar incidents at the custodians. The Company believes that any event of insolvency or bankruptcy of a custodian would be treated in accordance with the insolvency or bankruptcy laws of the applicable jurisdiction of such custodian.

 

17

 

 

As of March 31, 2026, the breakdown of digital assets deposited with each of the custodians, or exchanges as a percentage of total digital assets custodied by the Company and its subsidiaries was as follows:

 

 

Custodian

  Location  % of digital assets custodied by market value   Regulatory Body
Binance  Cayman Islands   43%  Cayman Islands Monetary Authority (CIMA)
B2C2 Overseas LTD  Cayman Islands   25.4%  Cayman Islands Monetary Authority (CIMA)
Kraken  United States   0.2%  Office of Comptroller of Currency
Laser Digital  Switzerland   5.4%  Financial Services Standards Association (VQF). Zug. Switzerland
Copper  Switzerland   12%  Financial Services Standards Association (VQF). Zug. Switzerland
Bitgo Trust  United States   0%  South Dakota Division of Banking and Money Services Business (MSB) with Financial Crimes Enforcement Network (FinCEN)
Others      11.6%  Anchorage, Wintermute, Bitcoin Suisse, Coinbase (Deribit), Genesis, Galaxy
Self Custody      2.4%   
Total      100%   

 

Valour conducts diligence and reviews counterparty risk in accordance with the following principles:

 

Valour shall strive to spread counterparty risk between several counterparties, where relevant and practical.

 

In relevant situations and as far as possible, counterparty (and settlement) risk shall be mitigated by conducting transactions in well-established settlement systems based on the principles of delivery versus payment or payment versus payment.

 

The below methodology is to be applied when proposing and selecting counterparties and when granting limits on counterparty risk score.

 

The counterparties are reviewed in regular intervals and re-evaluated.

 

In case of significant events such as negative news or credit events, Valour can decide to close the business relationship with a counterparty irrespective of the review cycle.

 

Valour manages a counterparty scorecard and captures, assesses and monitors the below information.

 

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1.Contact information

 

The name, the website and contact person at the exchange/counterparty, as well as the responsible onboarding owner on Valour side.

 

2.Current status

 

The current status of the relationship, the connection type, as well as the services, products and currency pairs used on the respective exchange/counterparty have to be documented and kept up to date

 

3.Country of registration and regulation

 

The country in which the exchange/counterparty is registered must be documented. In addition, all countries in which the exchange/counterparty holds a regulatory license have to be assessed and documented by stating the license number (if applicable).

 

4.Country risk

 

The country of registration as well as the country/-ies of regulation are evaluated by using the country risk matrix. The country risk matrix considers the Financial Action Task Force (“FATF”) (and equivalent) country evaluation, the Transparency.org Corruption Perception Index (CPI) as well as the VQF SRO (a Swiss Self-Regulatory Organization operating under the Swiss Anti-Money Laundering Act) country risk recommendations.

 

5.Adverse media search

 

An adverse media search is being conducted. For example, information about an exchange having been hacked in the past or any news about a negative reputation, regulatory breaches etc. are documented.

 

6.Public exchange scores

 

Publicly available information and risk scores from data sources such as Coinmarketcap and Coingecko are being collected and documented.

 

7.Information security certification

 

The exchange/counterparty information security certification status is assessed. Information about the possession of certifications such as AICPA SOC 1, SOC 2 Type I and SOC 2 Type II as well as ISO 27001 are documented.

 

8.Insurance coverage

 

Information about insurance protection and regulatory status in terms of investor protection are assessed and documented.

 

9.Proof of reserves

 

It is being checked if the exchange/counterparty has made the public wallet addresses of its cold and hot storage publicly available or if any other cryptographic means of verification of the reserves held in custody are either publicly available or have been audited.

 

10.Risk evaluation

 

The risk score is evaluated on a scale of 1 to 5, with 1 being the lowest risk and 5 being the highest risk. Based on the information collected in the scorecard, with a focus on regulatory licences, a risk score is calculated and documented for each exchange or counterparty. By carefully evaluating the risk score, we can ensure that we are making responsible business decisions and protecting our customers and stakeholders.

 

19

 

 

11.Business justification and restrictions

 

In cases where an exchange or counterparty presents increased risks, a business justification must be provided. We must carefully consider the potential exposure and take appropriate measures to limit it through restrictions, thresholds, or other means. Any decision to establish a business relationship with an exchange or counterparty with increased risks must be approved by the board.

 

12.Recurring review schedule

 

The review date and review frequency of all exchanges/counterparties are documented and tracked in the scorecard. A review once a year is set as the default standard, however, an ad-hoc review has to be considered in case of any event that may result in any of the assessment criteria being changed.

 

13.Account closure

 

If the exchange or counterparty has been identified with an increased risk, such as a risk score of 4 or 5, Valour will determine if it is necessary to end the business relationship. This decision is based on the potential exposure and the potential impact on the business and stakeholders.

 

If it is determined that the business relationship should be terminated, a plan for closing the relationship in a controlled and orderly manner is developed. This may include transferring outstanding transactions, closing accounts, and ensuring that all necessary documents and records are properly transferred or retained. The decision to close the business relationship is communicated to the exchange or counterparty and a timeline for the closure is provided. Once the business relationship has been successfully terminated, the counterparty scorecard is updated in order to reflect the closure.

 

By following this process, we can ensure that we are taking a responsible and proactive approach to closing business relationships with risky counterparties. This can help protect our customers and stakeholders and maintain the integrity of our business operations.

 

Self-Custody of Digital Assets

 

At March 31, 2026, the Company had self-custody of digital assets totaling $9,266,773 (December 31, 2025 - $47,648,847).

 

The Company maintains controls around the hot and cold wallets with only certain senior management having access to the accounts, passwords and seed phases. All copies of passwords and seed phases are secured and partitioned with certain senior management. Duplicate partial copies of the passwords and seed phases are accessible by a minimum of two members of senior management in different secure locations.

 

Staking and Lending Policy

 

 

It is Valour’s policy to hedge 100% of the market risk, subject to allowing a US$2 million maximum unhedged exposure as a trading buffer. Valour purchases and sells the digital assets which its ETPs track. Valour may lend or stake such digital assets on its balance sheet to generate revenue in accordance with the policies in the product prospectus. Lending or staking transactions are only conducted with institutional-grade counterparties and only up to a certain percentage for risk management purposes in accordance with Valour’s lending and staking policy (the “Lending and Staking Policy”), which is reviewed and approved by Valour’s board of directors. The Lending and Staking activities undertaken by Fund A and Fund B in respect of the Company’s Equity Investments in Digital Assets are not subject to the Lending and Staking Policy and the Company has no control over how Fund A and Fund B lend and stake digital assets.

 

20

 

 

When deciding whether to lend or stake a particular asset, the Lending and Staking Policy provides that the decision will initially be made based on the risk profile of the potential counterparties, then the highest yield available, then prioritizing staking over lending.

 

The Lending and Staking Policy provides the following limits for lending and staking of digital assets:

 

Digital Asset

  Lending and staking limits
Bitcoin, Ethereum, Solana, Avalanche  

Up to 75% of unrestricted tokens may be lent on open terms to eligible counterparties, 50% of tokens may be lent on terms up to six months.

 

100% of tokens may be staked

All other Digital Assets  

Up to 75% of unrestricted tokens may be lent on open terms to eligible counterparties, 50% of tokens may be lent on terms up to six months.

 

If total AUM is greater than US$5 million, up to 95% may be staked, else 75% may be staked

 

The Company’s typical lending arrangements have terms as follows:

 

(a) which party has legal title

 

The lender authorizes the counterparty e.g., Anchorage to draw down lent assets. Typically, the counterparty / borrower is then permitted to use Client’s Designated Assets for any lawful purpose.

 

(b) the status of the assets in the event of insolvency of the borrower

 

The lender shall have full recourse to counterparty for any obligations under the relevant lending agreement in equity and at law. Upon any event of default, the lender shall be entitled to seek all remedies available at law or in equity for the full amount or any unpaid principal of any advance, accrued but unpaid fees or other amounts or property payable under the relevant lending agreement against Lender in addition to enforcing its security interest.

 

(c) contractual limitation on use and transfer of lent items by borrower

 

Typically, the counterparty is then permitted to use the client’s designated assets for any lawful purpose.

 

(d) borrower's ability to initiate transactions with the borrowed assets, including but not limited to: sell, lend, pledge, and/or hypothecate

 

Typically, the counterparty is then permitted to use Client’s Designated Assets for any lawful purpose, including selling, lending, pledging and/or hypothecating. Certain lending agreements require counterparties to grant a security interest to the Company on any assets that are further lent out.

 

(e) borrowers’ rights regarding “co-mingling”

 

There is no specific language in the lending agreement but given the counterparties can use for any lawful purpose, the Company’s believes that comingling can occur.

 

21

 

 

(f) callability terms and conditions (including “notice period”, if any).

 

Termination. Client may terminate any advance of its Designated Assets (*as defined in the relevant lending agreement) upon three (3) business days’ prior notice, from time to time at its sole discretion through an electronic notice.

 

Investments, At Fair Value, Through Profit and Loss

 

 

At March 31, 2026, the Company’s twelve private investments had a total fair value of $29,064,422 as per the table below:

 

Private Issuer  Note  Security description  Cost   Estimated Fair Value   %
of FV
 
Amina Bank AG     3,906,250 non-voting shares  $24,749,403   $24,338,445    83.7%
Earnity Inc.     85,142 preferred shares   95,538    -    0.0%
Luxor Technology Corporation     201,633 preferred shares   460,016    526,102    1.8%
SDK:meta, LLC     1,000,000 units   2,495,232    -    0.0%
Skolem Technologies Ltd.     16,354 preferred shares   129,495    -    0.0%
VolMEX Labs Corporation     Rights to certain preferred shares and warrants   30,000    -    0.0%
Global Benchmarks AB  (i)  53,300 common shares   199,875    199,875    0.7%
ZKP Corporation  (i)  370,370 common shares   1,000,000    1,000,000    3.4%
CH Technical Solutions SA     25 common shares   3,952,977    -    0.0%
Canada Stablecorp Inc.     303,030 common shares   500,000    500,000    1.7%
Continental Stable Coin     Rights to certain preferred shares   500,000    500,000    1.7%
Bonsol Labs Inc.     Rights to certain preferred shares   2,000,000    2,000,000    6.9%
Total private investments        $36,112,536   $29,064,422    100.0%

 

(i)Investments in related party entities - see Note 26

 

At December 31, 2025, the Company’s twelve private investments had a total fair value of $29,372,628 as per the table below:

 

Private Issuer  Note  Security description  Cost   Estimated Fair Value   %
of FV
 
Amina Bank AG     3,906,250 non-voting shares  $24,749,403   $24,285,752    82.7%
Earnity Inc.     85,142 preferred shares   95,538    -    0.0%
Luxor Technology Corporation     201,633 preferred shares   460,016    524,963    1.8%
SDK:meta, LLC     1,000,000 units   2,495,232    -    0.0%
Skolem Technologies Ltd.     16,354 preferred shares   129,495    -    0.0%
VolMEX Labs Corporation     Rights to certain preferred shares and warrants   30,000    -    0.0%
Global Benchmarks AB  (i)  53,300 common shares   199,875    199,875    0.7%
ZKP Corporation  (i)  370,370 common shares   1,000,000    1,000,000    3.4%
CH Technical Solutions SA     25 common shares   3,952,977    362,038    1.2%
Canada Stablecorp Inc.     303,030 common shares   500,000    500,000    1.7%
Continental Stable Coin     Rights to certain preferred shares   500,000    500,000    1.7%
Bonsol Labs Inc.     Rights to certain preferred shares   2,000,000    2,000,000    6.8%
Total private investments        $36,112,536   $29,372,628    100.0%

 

(i)Investments in related party entities - see Note 26

 

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FINANCIAL RESULTS

 

The following is a discussion of the results of operations of the Company for the three months ended March 31, 2026, and 2025. They should be read in conjunction with the Interim Financial Statements. All amounts are in U.S. dollars.

 

   Three months ended March 31, 
   2026   2025 
   $   $ 
         
Revenues        
Staking and lending income   1,894,859    3,522,757 
Management fees   1,356,716    2,532,855 
Trading commissions   2,902,012    2,084,694 
Other revenue   115,909    182,750 
Revenues excluding realized and net change in unrealized gains (losses)   6,269,496    8,323,056 
           
Realized and net change in unrealized gains on digital assets   (130,089,979)   (159,833,683)
Realized and net change in unrealized gain on equity investments at FVTPL   (39,054,168)   (84,920,897)
Realized and net change in unrealized losses on ETP payables   174,112,856    280,223,955 
Realized and net change in unrealized gain (loss) on derivative liabilities   (45,088)   - 
Revenues from realized and net change in unrealized gains (losses)   4,923,621    35,469,375 
Total revenues   11,193,117    43,792,431 
           
Operating expenses          
Operating, general and administration   8,487,698    6,322,825 
Share based payments   1,536,544    5,115,208 
Depreciation - equipment   -    103 
Amortization - right-of-use assets   150,205    - 
Amortization - intangibles   24,280    373,018 
Fees and commissions   1,137,180    1,317,457 
Foreign exchange (gain) loss   70,007    (659,168)
Total operating expenses   11,405,914    12,469,443 
Operating income (loss)   (212,797)   31,322,988 
           
Realized (loss) gain on investments   -    (469,594)
Unrealized gain (loss) on investments   (470,158)   2,654 
Interest income   442,556    9,013 
Finance costs   (335,700)   (118,789)
Loss on investment in associate   (33,404)   - 
Change in fair value of warrant liability   5,791,096    - 
Bad debt expense   126,034    - 
Impairment loss   (375,928)   - 
Total other (expenses) income   5,144,496    (576,716)
Net income (loss) for the period before taxes   4,931,699    30,746,272 
Current income taxes   -    746,452 
Net income (loss) for the period after taxes   4,931,699    29,999,820 
Other comprehensive income          
Cumulative translation adjustment   (26,948)   (69,292)
Net income (loss) and comprehensive income (loss) for the period   4,904,751    29,930,528 

 

The Company’s business is highly dependent on cryptocurrency prices, in particular the price of Bitcoin. Developments in cryptocurrency friendly legislation in the United States (such as the Genius Act and the Clarity Act) and similar legislation in other jurisdictions such as the European Union may positively impact the Company’s business.

 

23

 

 

Revenue Review

 

For the three months ended March 31, 2026, the Company recorded revenues of $11,193,117, compared with $43,792,431 in the three months ended March 31, 2025. The significantly lower revenues were driven mainly by lower AUM offset to some extent by growth at Stillman Digital. Average AUM for Q1 2026 was $533.6 million falling from $789 million in Q1 2025. The lower AUM is due mainly to crypto price declines and due to a small $1.7 million net outflow for Q1 2026. Q1 2026 was very challenging for global market conditions as war in Iran and the resultant significant increase in energy prices drove a broad risk off environment across asset classes. Cryptocurrency prices fell as part of the risk-off environment with Bitcoin falling by approximately 23% and Ethereum approximately 35%. The altcoins in general fell more than Bitcoin.

 

The Company earned direct staking and lending income of $1,894,859 for the three months ended March 31, 2026 compared to $3,522,757 in the comparative period in 2025. The decrease of $1,627,898 between the periods is due to lower average AUM in Q1 2026 ($533.6 million) compared to Q1 2025 ($789 million).

 

The Company also earns staking and lending income indirectly via its equity investments at FVTPL which are included in the “realized and net change in unrealized gain (loss) on equity investments at FVTPL. The table below shows the total staking / lending income earned by the Company which it uses when it refers to its monetization rate of its AUM.

 

   Three months ended March 31, 
   2026   2025 
   $   $ 
Staking / lending income earned directly   1,894,859    3,522,757 
Staking / lending income earned via Fund investments   1,570,043    6,259,449 
Total Staking / Lending Income   3,464,902    9,782,206 

 

The average staking yield in Q1 2026 was 2.6%, which is a decrease from the 4.6% average staking yield in Q1 2025. This change is due to Bitcoin and Ethereum lending rates having compressed to 1.5-2.5% in Q1 2026 from approximately 5%+ in the comparative period. The Company actively stakes and lends its digital assets to earn additional revenue. Staking income does fluctuate based on average AUM, percentage of AUM staked and staking yields in general on various coins.

 

The Company staked 59% of its coins as at March 31, 2026 compared to 45% as at December 31, 2025 and 66% at March 31, 2025. The Company does generally stake more than approximately 60% of its coins.

 

The Company earned management fee revenue of $1,356,716 for the three months ended March 31, 2026 compared to $2,532,855 for the three months ended March 31, 2025. The decrease in management fees earned in 2026 over 2025 is due to lower average AUM in Q1 2026 of $533.6 million compared to $789 million in Q1 2025.

 

The average effective management fee yield earned during Q1 2026 was 1.0% on the average AUM of $533.6 million, which is below with the 1.3% rate earned in Q1 2025 due to increased product mix of BTC and ETH (zero fee) products in Q1 2026 compared to Q1 2025. The Company reminds investors that while it charges 1.9% management fees on most of its ETP products, its BTC and ETH products have management fees of NIL bringing the effective average management fee rate down.

 

Total AUM monetization in Q1 2026 decreased to 3.6% from 5.9% in Q1 2025 due mainly lower BTC and ETH lending rates and to a lesser extent, a shift in product mix to nil management fee products.

 

24

 

 

The Company recorded trading commissions from its Stillman business of $2,902,012 in the three months ended March 31, 2026 compared to $2,084,694 in the comparative period ended March 31, 2025. The increase of $817,318 represents 39% growth year over year. Management feels Stillman is performing well and, subject to favourable market conditions anticipates further organic revenue growth thoughout 2026.

 

Net revenue from digital assets / ETPs for the three months ended March 31, 2026 was $4,923,621, compared with $35,469,375 for the three months ended March 31, 2025 as per the table below.

 

   Three months ended March 31, 
   2026   2025 
   $   $ 
Realized and net change in unrealized gain (losses) on digital assets   (130,089,979)   (159,833,683)
Realized and net change in unrealized gains (losses) on ETP payables   174,112,856    280,223,955 
Unrealized gain (loss) on equity investments at FVTPL   (39,054,168)   (84,920,897)
Realized and net change in unrealized gain (loss) on derivative liabilities   (45,088)   - 
Sub-total net revenue from digital assets / ETPs   4,923,621    35,469,375 

 

The Company considers its asset management business (with the assets and liabilities being on its own statement of financial position) similar to a broker dealer and thus the net movement in the realized and unrealized gains (losses) of the Company’s digital assets less the net movements in realized and unrealized gains (losses) of the Company’s ETP obligations are considered the Company’s revenues.

 

There were no DeFi Alpha trades in Q1 2026 or Q1 2025. DeFi Alpha trades made since the initial DeFi Alpha trade 2024 have all been locked token trades. The Company records a Discount for Lack of Marketability (“DLOM”) in its financial statements to take into account the discount on the locked tokens.

 

The total remaining DLOM from all locked token transactions (SOL, AVAX held in the Equity Investments in Digital Assets at FVTPL and SUI tokens held directly) purchased during 2024 and 2025 was $17,120,485 at March 31, 2026 compared with $32,811,983 at December 31, 2025 and $55,232,535 at March 31, 2025. The decrease in the DLOM from Q4 2025 to Q1 2026 was $15,691,498.

 

The Company uses the Finnerty model to calculate DLOM on its locked tokens. With constant token prices, the DLOM is expected to decrease over time as the unlock maturity date approaches. The Company holds locked tokens in its Equity Investments at FVTPL (see notes to the Interim Financial Statement for details on token quantities) and 18,737,981 SUI tokens held directly.

 

The Company shows how its revenues and EBITDA would present without DLOM being applied in the non-IFRS measures section of this MD&A.

 

The Company intends to hold its Equity Investments in Digital Assets at FVTPL and locked SUI tokens until the digital assets become unlocked. The SOL, AVAX and SUI are subject to an intermittent release schedule with the last release to occur in 2028 such that any eventual sale of the digital assets would not be expected to occur at a discounted price. In the event the Company requires additional unlocked SOL, AVAX or SUI to meet ETP redemptions, the Company would seek to borrow SOL, AVAX or SUI against its investments to meet redemptions, so as to avoid a sale of the locked SOL, AVAX or SUI prior to the SOL, AVAX or SUI becoming unlocked. The locked SOL, AVAX or SUI held by the Company are scheduled to be released through 2028. The $17,120,485 DLOM balance at March 31, 2026 will reverse to $nil by 2028 and increase net income and shareholders’ equity once fully reversed.

 

25

 

 

Operating, general and administration

 

   Three months ended March 31, 
   2026   2025 
Compensation and consulting  $4,538,726   $1,845,550 
Marketing expenses   895,711    2,961,267 
General and administration   387,840    539,718 
Professional fees   2,244,936    817,998 
Regulatory and transfer agent   323,251    107,124 
Travel expenses   97,234    51,168 
   $8,487,698   $6,322,825 

 

Compensation and consulting fees were $4,538,726 during the three months ended March 31, 2026 compared to $1,845,550 during the comparative three months ended March 31, 2025. The Company increased its team during 2025, particularly after the Nasdaq listing in May 2025.

 

Marketing expense was $895,711 during three months ended March 31, 2026 compared with $2,961,267 in the comparative three months ended March 31, 2025. The Company reduced its stock-related marketing spending in Q1 2026 given the ongoing challenging crypto market conditions. Product-related marketing spend remained consistent.

 

General and administration expenses were $387,840 during the three months ended March 31, 2026 compared to $539,718 in the comparative three months ended March 31, 2025. G&A comprises mainly office expenses, D&O insurance and bank charges and is materially consistent in the current and comparative period.

 

Professional fees were $2,244,936 in the three months ended March 31, 2026 compared to $817,998 in the comparative three months ended March 31, 2025. The Company incurred additional professional fees in connection with its class action lawsuit and increased audit costs to a lesser extent.

 

Regulatory and transfer agent fees were $323,251 during the three months ended March 31, 2026 compared with $107,124 during the comparative three months ended March 31, 2025. The increase is due to higher market cap and increased listing fees associated with the Nasdaq listing.

 

Travel expenses were $97,234 during the three months ended March 31, 2026 compared with $51,168 in the three months ended March 31, 2025. The travel expenses are materially consistent between the periods.

 

Total depreciation and amortization was $174,485 for the three months ended March 31, 2026 compared to $373,121 during the three months ended March 31, 2025. The lower depreciation is due to the Reflexivity intangible assets having been largely depreciated. The depreciation and amortization relates to the equipment, right of use assets and intangible assets acquired as part of the Company’s acquisitions. The Company entered into a new office lease in Geneva, Switzerland during its Q3 2025. The lease has been capitalized in accordance with IFRS 16 and the associated right of use asset amortized in sync with the underlying lease.

 

Share-based payments were $1,536,544 during the three months ended March 31, 2026 compared to $5,115,208 in the three months ended March 31, 2025. The lower stock based compensation expenses are mainly due to lower share prices reducing the accounting value of grants and fewer total grants.

 

Fees and commissions were $1,137,180 for the three months ended March 31, 2026 compared to $1,317,457 in the three months ended March 31, 2025. The overall decrease in fees and commissions during Q1 2026 relates to the trading of digital assets as brokerage commission and ETP issuance costs associated with the lower average AUM in Q1 2026 ($533.6 million) over Q1 2025 ($789 million).

 

26

 

 

Foreign exchange (gain) loss was $70,007 for the three months ended March 31, 2026 compared to ($659,168) in the three months ended March 31, 2025. The change reflects the currency fluctuations primarily in Company’s cash balances which are denominated in Swedish Krona, Euro and Swiss Franc.

 

Impairment loss was $375,928 in the three months ended March 31, 2026 compared to $Nil in the three months ended March 31, 2025. The Company did impair $375,928 of intangible assets related to its Reflexivity business during Q1 2026 as the significant decline in revenues represented an impairment trigger. The Company plans to wind down and incorporate the residual business into its Valour infrastructure to minimize operating losses.

 

Other income (expenses)

 

Realized gain (loss) on investments was $Nil for the three months ended March 31, 2026 compared with $469,594 for the three months ended March 31, 2025. The Company did not sell any investments in Q1 2026 whereas it sold its Brazil Potash shares during Q1 2025.

 

The Company had unrealized loss on investments of $470,158 for the three months ended March 31, 2026 compared to $2,654 in the three months ended March 31, 2025. During Q1 2026, the Company reduced the fair value of its investment in CH Technical to $Nil given ongoing legal issues due to delays in executing its business plan which accounted for the majority of the $470,158 reduction in fair value.

 

Interest income was $442,556 for the three months ended March 31, 2026 compared with $9,013 in the three months ended March 31, 2025. The Company earned additional interest income on its excess cash balances due to the capital raise in September 2025.

 

Interest expense of $335,700 for the three months ended March 31, 2026 compared to $118,789 in the three months ended March 31, 2025. The increase in interest expense is due to the Company incurring interest expense on its lease accounting for its Geneva office lease.

 

Cash Flows

 

Cash provided by operating activities was $1,082,556 for the three months ended March 31, 2026 compared with cash used of $54,642,396 in the comparative period of 2025. Cash provided by operations before adjustments for working capital, investments and purchases and sales of digital assets was $6,797,326 for the three months ended March 31, 2026 compared with a cash used in operations before adjustments for working capital, investments, and purchase and sales of digital assets of $4,413,342 in the comparative period in 2025. The Company generally maintains its surplus working capital in digital assets like USDC or USDT Stablecoins, as well as speculative crypto-currencies such as BTC, ETH, SOL, and AVAX and thus the operating cash flow statements will show as use of cash as long as more money is invested in cryptocurrencies than converted to U.S. dollars or other fiat currencies. Accounting regulations do not currently even allow stablecoins such as USDT or USDC to be considered “cash” for IFRS reporting.

 

During the three months ended March 31, 2026, $Nil cash was provided by or used in investing activities compared to $545,681 (used in) in the comparative period ended March 31, 2025 for an acquisition.

 

Cash outflow from investing activities was $4,534,083 for the three months ended March 31, 2026 compared to $52,789,098 cash inflow in the comparative period ended March 31, 2025. Cash used in financing activities is primarily driven by flows into the Company’s ETP products. The Company had net ETP redemptions of $676,193 ($1,722,881 cash outflow less $1,046,718 ETPs purchased with crypto) in Q1 2026 compared to Q1 2025 inflow of $50,435,174. As previously noted, Q1 2026 was a particularly challenging quarter for cryptocurrency prices and thus investors generally redeemed products.

 

Other more significant financing activities included a $2,611,009 repayment of a margin loan in the three months ended March 31, 2026 ($Nil in the Q1 2025 comparative period) and $Nil cash received from option exercises in the three months ended March 31, 2026 ($2,353,924 in the Q1 2025 comparative period). The Company did not repurchase any shares under its NCIB in either the March 31, 2026 or March 31, 2025 comparative periods.

 

Non-IFRS Measures

 

The Company has included certain non-IFRS performance measures, namely Adjusted Revenue, Adjusted Net Income, EBITDA, Adjusted EBITDA and Adjusted Net Income Per Share throughout this document. These non-IFRS measures are used by management to assess the Company’s performance and provide additional information and transparency to investors with respect to the Company’s revenue and net income performance.

 

Non-IFRS performance measures, including Adjusted Revenue, Adjusted Net Income, EBITDA and, Adjusted EBITDA and Adjusted Net Income Per Share do not have a standardized meaning. As a result, these measures may not be comparable to similar measures presented by other companies. Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

 

27

 

 

Adjusted Revenue” is a non-IFRS financial measure that is defined as revenue excluding the application of the DLOM.

 

Adjusted Net Income” is a non-IFRS financial measure that is defined as net income excluding the application of the DLOM.

 

Adjusted EBITDA” is a non-IFRS financial measure that is defined as Adjusted Net Income and adding back interest, taxes, depreciation, amortization of property and equipment, right-of-use assets and other intangible assets.

 

“AUM Monetization” is a non-IFRS financial measure that is defined as staking and lending income + management fee income divided by average assets under management in the period.

 

“Average Effective Management Fee” is a non-IFRS measure that is defined as management fee income divided by average assets under management in the period.

 

With respect to the DLOM adjustment, the Company intends to hold its equity investments until the underlying digital assets become unlocked such that any eventual sale of the underlying digital assets would not be expected to occur at a discounted price resulting from their lack of marketability as at the date of the Interim Financial Statements. In the event the Company requires additional unlocked SOL or AVAX to meet SOL and AVAX ETP redemptions, the Company will seek to borrow SOL or AVAX against its equity investments to meet redemptions, so as to avoid a sale of the equity investments prior to the underlying digital assets becoming unlocked. The Company will also seek to employ various other hedging strategies so as to short the underlying tokens and cover the short with tokens released from the equity investments over time. Tokens underlying the investments are expected to be released from 2025 through 2028.

 

For a reconciliation of these measures to the most directly comparable financial information presented in the Interim Financial Statements in accordance with IFRS, see the tables below:

 

   Three months ended March 31, 
   2026   2025 
   $   $ 
REVENUE RECONCILIATION        
Total Revenue (IFRS)  $11,193,117   $43,792,431 
Discount for Lack of Marketability (DLOM) loss / (gain)  $(15,691,498)  $- 
ADJUSTED REVENUE  $(4,498,381)  $43,792,431 
           
NET LOSS (INCOME) RECONCILIATION          
Net Income (Loss)  $4,931,699   $29,999,820 
Impairment charges  $375,928   $- 
Non-cash valuation of investments adjustments  $470,158   $(2,654)
Share based payments  $1,536,544   $5,115,208 
Change in fair value of warrants  $(5,791,096)  $- 
Discount for Lack of Marketability (DLOM) loss / (gain)  $(15,691,498)  $- 
ADJUSTED NET INCOME (LOSS)  $(14,168,265)  $35,112,374 
           
EBITDA RECONCILIATION          
Net Income (Loss)  $4,931,699   $29,999,820 
Interest Expense  $335,700   $118,789 
Depreciation & Amortization  $174,485   $373,121 
Taxes (recovery)  $-   $746,452 
EBITDA  $5,441,884   $31,238,182 
Discount for Lack of Marketability (DLOM) loss / (gain)  $(15,691,498)  $- 
Non-cash valuation of investments adjustments  $470,158   $(2,654)
Impairment  $375,928   $- 
Change in fair value of warrants  $(5,791,096)  $- 
Share based payments  $1,536,544   $5,115,208 
ADJUSTED EBITDA  $(13,658,080)  $36,350,736 

 

Liquidity and Capital Resources

 

As at March 31, 2026, the Company had cash of $87,595,108 and positive working capital of $47,333,067 compared to cash of $91,234,090 and negative working capital of $5,144,229 as at March 31, 2025.

 

The Company relies upon various sources of funds for its ongoing operating activities. These resources include operating profits, proceeds from dispositions of investments, interest and dividend income from investments and equity financings. In management’s opinion, the $100 million registered direct equity offering which closed on September 26, 2025, provided the Company significant additional working capital for initiatives to generate future growth and to provide sufficient working capital for its asset management business. Management believes that the asset management business requires approximately 5% of its AUM in working capital to accommodate the timing required to settle cryptocurrency purchases and sales driven by ETP purchases and sales. The Company has nominal capital expenditure commitments. There are also no practical restrictions on the ability of subsidiaries to transfer funds to the Company as required.

 

28

 

 

In management’s view, given the nature of the Company’s operations, the most relevant financial information relates primarily to current liquidity, solvency and planned expenditures. The Company’s financial success will be dependent upon the execution and development of its new investment strategy and business operations. Such execution and development may take years to complete and the amount of resulting income, if any, is difficult to determine.

 

The Company’s performance is also influenced by cryptocurrency prices which are beyond the Company’s control. Higher crypto-currency prices (with ETP investment flows constant) generally drive higher AUM which increase management fee and staking revenues. Lower crypto-currency prices (with ETP investment flows constant) would generally reduce AUM and thus also reduce management fee and staking revenues. The Company has some ability to reduce its cost structure should cryptocurrency prices dramatically decrease and be expected to remain low for a longer period of time.

 

We believe that our current available cash and cash equivalents and other sources of capital will be sufficient to meet our working capital needs for at least the next twelve months and beyond.

  

Operating Segments

 

The Company operates in various business lines based on where the subsidiaries operate. Valour operates the Company’s ETPs business line which involves issuing ETPs, hedging against the underlying digital asset, lending and staking of digital assets and management fees earned on the ETPs as well as any DeFi Alpha related transactions. DeFi Alpha is a trading desk designed to identify low-risk arbitrage opportunities within the crypto ecosystem. Stillman Digital and Stillman Bermuda operate the trading platform. The Reflexivity research segment was discontinued effective January 1, 2026.

 

Information about the Company’s assets by segment as at March 31, 2026 and December 31, 2025 is detailed below.

 

March 31, 2026  DeFi   Stillman Digital   Valour Inc   Total 
Cash   46,305,034    10,021,976    31,268,098    87,595,108 
Client cash deposits   -    546,845    -    546,845 
Public investments, at fair value through profit and loss   201,081    -    -    201,081 
Prepaid expenses   260,668    9,173,485    564,416    9,998,569 
Digital assets, digital assets loaned, and digital assets staked   -    7,174,311    374,177,737    381,352,048 
Equity instruments   -    -    85,117,890    85,117,890 
Right-of-use assets   -    -    2,834,512    2,834,512 
Investment in associate   2,390,530    -    -    2,390,530 
Other non-current assets   28,065,628    -    36,078,988    64,144,616 
Total assets   77,222,941    26,916,617    530,041,641    634,181,199 
Accounts payable and accrued liabilities   2,861,797    1,311,197    1,429,732    5,602,726 
Loans payable   -    -    -    - 
Trading liabilities   -    17,276,335    -    17,276,335 
Warrant liability   7,808,220    -    -    7,808,220 
Lease liability   -    -    2,968,138    2,968,138 
Derivative liability   -    -    45,088    45,088 
ETP holders payable   -    -    444,346,794    444,346,794 
Total liabilities   10,670,017    18,587,532    448,789,752    478,047,301 

 

December 31, 2025  DeFi   Stillman Digital   Valour Inc   Total 
Cash   52,948,491    9,203,569    29,082,030    91,234,090 
Client cash deposits   -    5,615,054    -    5,615,054 
Prepaid expenses   562,981    8,267,049    766,891    9,596,921 
Public investments, at fair value through profit and loss   272,520    -    -    272,520 
Digital assets, digital assets loaned, and digital assets staked   -    14,066,946    501,519,985    515,586,931 
Equity instruments   -    -    131,982,050    131,982,050 
Right-of-use assets   -    -    2,999,253    2,999,253 
Investment in associate   2,423,934    -    -    2,423,934 
Other non-current assets   28,172,752    -    36,680,278    64,853,030 
Total assets   84,380,678    37,152,618    703,030,487    824,563,783 
Accounts payable and accrued liabilities   2,151,846    5,458,569    1,659,695    9,270,110 
Loans payable   -    -    2,611,009    2,611,009 
Trading liabilities   -    24,122,640    -    24,122,640 
Warrant liability   13,599,316    -    -    13,599,316 
Lease liability   -    -    3,102,188    3,102,188 
ETP holders payable   -    -    622,304,667    622,304,667 
Total liabilities   15,751,162    29,581,209    629,677,559    675,009,930 

 

29

 

 

Information about the Company’s revenues and expenses by segment as at March 31, 2026 and December 31, 2025 is detailed below:

 

Three months ended March 31, 2026  DeFi   Stillman Digital   Valour Inc.   Total 
Staking and lending income   -    -    1,894,859    1,894,859 
Trading commissions   -    2,902,012    -    2,902,012 
Management fees   -    -    1,356,716    1,356,716 
Other revenue   109,909    -    6,000    115,909 
Revenues excluding realized and net change in unrealized (loss) gain   109,909    2,902,012    3,257,575    6,269,496 
Realized and net change in unrealized loss on digital assets   -    (23,001)   (130,066,978)   (130,089,979)
Realized and net change in unrealized loss on equity investments   -    -    (39,054,168)   (39,054,168)
Realized and net change in unrealized gains on ETP payables   -    -    174,112,856    174,112,856 
Realized and net change in unrealized loss on derivative liabilities   -    -    (45,088)   (45,088)
Revenues from realized and net change in unrealized (loss) gain   -    (23,001)   4,946,622    4,923,621 
Total revenues   109,909    2,879,011    8,204,197    11,193,117 
                     
Expenses                    
Operating, general and administration   3,229,613    1,782,308    3,475,777    8,487,698 
Share based payments   1,536,544    -         1,536,544 
Amortization - right-of-use asset   -    -    150,205    150,205 
Amortization - intangibles   -    24,280    -    24,280 
Fees and commissions   11,750    341,599    783,831    1,137,180 
Foreign exchange (gain) loss   11,736    (1,692)   59,963    70,007 
Total operating expenses   4,789,643    2,146,495    4,469,776    11,405,914 
Operating (loss) income   (4,679,734)   732,516    3,734,421    (212,797)
                     
Realized (loss) on investments, net   -    -    -    - 
Unrealized (loss) on investments, net   (470,158)   -    -    (470,158)
Interest income   439,239    795    2,522    442,556 
Interest expense   -    (1,003)   (334,697)   (335,700)
Loss on investment in associate   (33,404)   -    -    (33,404)
Change in fair value of warrant liabilities   5,791,096    -    -    5,791,096 
Bad debt expense   -    -    126,034    126,034 
Impairment loss   -    -    (375,928)   (375,928)
Total other income (expenses)   5,726,773    (208)   (582,069)   5,144,496 
Net income after tax   1,047,039    732,308    3,152,352    4,931,699 
Other comprehensive loss                    
Foreign currency translation loss   -    -    (26,948)   (26,948)
Net income and comprehensive income for the period   1,047,039    732,308    3,125,404    4,904,751 

 

30

 

 

Year ended December 31, 2025  DeFi   Reflexivity   Stillman Digital   Neuronomics   Valour Inc.   Total 
Staking and lending income   -    114    -    -    13,072,027    13,072,141 
Trading commissions   -    -    9,579,010    -    -    9,579,010 
Management fees   -    -    -    123,706    9,573,286    9,696,992 
Research revenue   -    533,000    -    -    -    533,000 
Advisory revenue   287,558    -    -    -    -    287,558 
Revenues excluding realized and net change in unrealized gains (losses)   287,558    533,114    9,579,010    123,706    22,645,313    33,168,701 
Realized and net change in unrealized (losses) gains on digital assets   (688,965)   (33,658)   258,220    -    (233,525,090)   (233,989,493)
Realized and net change in unrealized loss on equity investments   -    -    -    -    (51,007,843)   (51,007,843)
Realized and net change in unrealized gains on ETP payables   -    -    -    -    350,965,104    350,965,104 
Revenues from realized and net change in unrealized (losses) gains   (688,965)   (33,658)   258,220    -    66,432,171    65,967,768 
Total revenues   (401,407)   499,456    9,837,230    123,706    89,077,484    99,136,469 
Expenses                              
Operating, general and administration   14,902,029    585,836    8,714,090    210,211    9,806,967    34,219,133 
Share based payments   13,210,103    -    -    -         13,210,103 
Depreciation - property, plant and equipment   -    -    1,563    -    103    1,666 
Amortization - right-of-use asset   -    -    -    -    207,328    207,328 
Amortization - intangibles   1,286,479    -    5,291    39,811    -    1,331,581 
Fees and commissions   19,707    -    938,361    -    5,242,613    6,200,681 
Foreign exchange (gain) loss   (291,840)   -    (1,109)   5,911    (2,271,481)   (2,558,519)
Total operating expenses   29,126,478    585,836    9,658,196    255,933    12,985,530    52,611,973 
Operating (loss) income   (29,527,885)   (86,380)   179,034    (132,227)   76,091,954    46,524,496 
Realized (loss) on investments, net   (482,026)   -    (55,320)   -    118,253    (419,093)
Unrealized (loss) on investments, net   (16,501,202)   -    -    -    -    (16,501,202)
Interest income   504,084    -    2,023    33,278    3,237    542,622 
Finance costs   (935)   -    (1,401)   (582)   776,162    773,244 
Financing expense   (4,677,123)   -    -    -    -    (4,677,123)
Gain on deconsolidation   -    -    -    583,966    -    583,966 
Loss on investment in associate   (75,506)   -    -    -    -    (75,506)
Change in fair value of warrant liabilities   39,595,879    -    -    -    -    39,595,879 
Bad debt expense   (478,240)   -    -    -    (248,000)   (726,240)
Impairment loss   -    (2,077,585)   -    -    -    (2,077,585)
Total other income (expenses)   17,884,931    (2,077,585)   (54,698)   616,662    649,652    17,018,962 
Net (loss) income for the year before taxes   (11,642,954)   (2,163,965)   124,336    484,435    76,741,606    63,543,458 
Current taxes   403,546    (1,972)   732,823    779    2,555    1,137,731 
Net (loss) income after tax   (12,046,500)   (2,161,993)   (608,487)   483,656    76,739,051    62,405,727 
Other comprehensive income (loss)                              
Foreign currency translation (loss) gain   -    -    -    -    294,045    294,045 
Net (loss) income and comprehensive (loss) income for the period   (12,046,500)   (2,161,993)   (608,487)   483,656    77,033,096    62,699,772 

 

31

 

 

DeFi Alpha is a division within Valour focused on arbitrage trading opportunities.  It does not have its own statement of financial position but leverages Valour’s equity for its trades.  The CODM only reviews DeFi Alpha’s trading operating results as part of its consolidated review of Valour and hence it has not been presented separately in the table above. The comparative period has been restated to align with the current period presentation.

 

Capital Management

 

The Company considers its capital to consist of share capital, equity reserve and deficit. The Company’s objectives when managing capital are:

 

to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the Company’s ability to purchase new investments;

 

to give shareholders sustained growth in value by increasing shareholders’ equity; while

 

taking a conservative approach towards financial leverage and management of financial risks.

 

The Company’s management reviews its capital structure on an on-going basis and adjusts it in light of changes in economic conditions and the risk characteristics of its underlying investments. The Company’s current capital is composed of its shareholders’ equity and, to-date, has adjusted or maintained its level of capital by:

 

raising capital through equity financings (including US$100 million in September 2025); and

 

realizing proceeds from the disposition of its investments

 

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than (a) CBOE Canada (formerly the NEO Exchange) which requires one of the following to be met: (i) shareholders’ equity of at least CAD$2.5 million, (ii) net income from continuing operations of at least CAD$375,000, (iii) market value of listed securities of at least $25 million, or (iv) assets and revenues of at least CAD$25 million and (b) Nasdaq Capital Market which requires, one of the following to be met: (i) shareholder equity of at least $2.5 million, (ii) market value of listed securities of at least $35 million or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently competed fiscal years.

 

Readers should refer to the Risk Factors - Regulatory Risks section of this MD&A for a discussion of pertinent governmental and political policies that could materially affect, directly or indirectly investments in the Company.

 

There were no changes to the Company’s capital management during the three months ended March 31, 2026.

 

32

 

 

Commitments

 

Management Contract Commitments

 

The Company is party to certain management contracts. These contracts require that additional payments of up to approximately $600,000 be made upon the occurrence of certain events such as a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these Interim Financial Statements. Minimum commitments remaining under these contracts were approximately $3,909,000, all due within one year.

 

Legal Commitments and Class Action Lawsuit in the United States

 

The Company is, from time to time, involved in various claims and legal proceedings including a class action lawsuit filed against the Company and certain officers in the United States District Court for the Eastern District of New York which alleges that the Defendants made false and / or misleading statements and / or failed to disclose that: (i) DeFi was facing delays in executing its DeFi arbitrage strategy, which at all relevant times was a key revenue driver for the Company; (ii) DeFi had understated the extent of competition it faced from other Digital Asset Treasury companies and the extent to which that competition would negatively impact its ability to execute its DeFi arbitrage strategy; (iii) as a result of the foregoing issues, the Company was unlikely to meet its previously issued revenue guidance for the fiscal year 2025; (iv) accordingly, Defendants had downplayed the true scope and severity of the negative impact that the foregoing issues were having on DeFi's business and financial results; and (v) as a result, Defendants' public statements were materially false and misleading at all relevant times.

 

The Company does not agree with the allegations in the Class Action Lawsuit and intends to vigorously defend itself in Court. Based on the early stage of this dispute and the Company’s belief in the merits of its legal defenses, it has not accrued for any potential loss in the Annual Financial Statements. The Company cannot reasonably predict the likelihood or outcome of these activities. The Company does not believe that adverse decisions in any existing or threatened proceedings related to any matter, or any amount which may be required to be paid by reasons thereof, will have a material effect on the financial condition or future results of operations.

 

Summary of Quarterly Results

 

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

 

   31-Mar-26   31-Dec-25   30-Sep-25   30-Jun-25   31-Mar-25   31-Dec-24   30-Sep-24   30-Jun-24 
Revenue   11,193,117   $22,527,831   $13,423,306   $43,193,174   $(19,335,566)  $28,152,839   $25,330,339   $(2,721,861)
Net income (loss) and comprehensive income (loss)  $4,904,751   $2,992,998   $866,524   $29,930,528   $(22,319,306)  $15,018,065   $(6,057,109)  $(14,258,511)
Income (loss) per Share - basic   0.01    0.01    0.01    0.09    (0.08)   0.06    (0.02)   (0.06)
Income (loss) per Share - diluted   0.01    0.01    0.01    0.08    (0.07)   0.05    (0.02)   (0.06)
Total Assets  $634,181,199   $918,591,677   $874,051,988   $723,514,763   $917,869,655   $685,285,551   $573,679,281   $724,871,388 
Total Long Term Liabilities  $2,548,215   $2,691,216   $0   $0   $0   $0   $0   $0 

 

Selected Annual Information

 

 

The highlights of financial data for the Company for the three most recently completed financial years are as follows:

 

   31-Dec-25   31-Dec-24   31-Dec-23 
(a) Net Revenue  $11,193,117   $(31,425,751)  $7,672,827 
(b) Net Income (Loss) and Comprehensive Income (Loss)               
(i) Total income (loss)  $4,931,699   $(28,532,195)  $(15,034,425)
(ii) Income (loss) per share – basic  $0.01   $(0.10)  $(0.07)
(iii) Income (loss) per share – diluted  $0.01   $(0.10)  $(0.07)
(c) Total Assets  $634,181,199   $918,591,677   $437,044,148 
(d) Total Liabilities  $478,047,301   $899,447,480   $423,426,896 

 

Off Balance Sheet Arrangements

 

There are no off-balance sheet arrangements to which the Company is committed.

 

33

 

 

Related Party Transactions

 

a)The Interim Financial Statements include the financial statements of the Company and its subsidiaries and its respective ownership listed below:

 

   % equity interest 
Reflexivity LLC   100 
Valour Inc.   100 
DeFi Europe AG   100 
Stillman Digital Inc.   100 
Stillman Bermuda Ltd.   100 
Valour Funds SPC   100 
Valour Digital Securities Limited   0 

 

b)Compensation of key management personnel of the Company (continued)

 

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The remuneration of directors and other members of key management personnel during the three months ended March 31, 2026 and 2025 were as follows:

 

   Three months ended March 31, 
   2026   2025 
Short-term benefits  $1,812,229   $491,031 
Shared-based payments   1,003,850    265,606 
   $2,816,079   $756,637 

 

More detailed information regarding the compensation of officers and directors of the Company is disclosed in the management information circular and such information is incorporated by reference herein. The management information circular is available under profile of the Company on SEDAR+ at www.sedarplus.ca

 

c)During the year ended December 31, 2025, the Company incurred $502,545 in legal fees to a firm in which a former director of the Company is a partner.

 

The Company has a diversified base of investors. To the Company’s knowledge, no one holds more than 10% of the Company’s shares on a basic share and partially diluted share basis as at March 31, 2026 and December 31, 2025.

 

The Company announced a full-stack sovereign finance framework to modernize the $100 trillion sovereign debt market with SovFi, an entity held by the CEO, an Advisor, and the President of the Company. The Company incurred no legal fees related to SovFi in the three month period ended March 31, 2026 (December 31, 2025: $20,000).

 

d)The Company’s directors and officers may have investments in and hold management and/or director and officer positions in some of the investments that the Company holds. The following is a list of total investments and the nature of the relationship of the Company’s directors or officers with the investment as of March 31, 2026 and December 31, 2025.

 

Investment  Nature of relationship to investment  Estimated
Fair Value
 
ZKP Corporation*  Former Director (Olivier Roussy Newton) of investee  $1,000,000 
Global Benchmarks AB*  Share ownership of investee by director (Per Von Rosen)   199,875 
Total investment - March 31, 2026     $1,199,875 

 

*Private company

 

Investment  Nature of relationship to investment  Estimated
Fair Value
 
ZKP Corporation*  Former Director (Olivier Roussy Newton) of investee  $1,000,000 
Global Benchmarks AB*  Share ownership of investee by director (Per Von Rosen)   199,875 
Total investment - December 31, 2025     $1,199,875 

 

*Private company

 

34

 

 

Financial Instruments and Other Instruments

 

Financial assets and financial liabilities as at March 31, 2026 and December 31, 2025 are as follows:

 

   Asset / (liabilities)
at amortized cost
   Assets /
(liabilities) at fair value through profit/(loss)
   Total 
December 31, 2025            
Cash  $91,234,090   $-   $91,234,090 
Client Cash Deposits   5,615,054    -    5,615,054 
Digital assets, digital assets loaned, and digital assets staked   -    515,586,931    515,586,931 
Equity investments   -    131,982,050    131,982,050 
Public investments   -    272,520    272,520 
Private investments   -    29,372,628    29,372,628 
Accounts payable and accrued liabilities   (9,270,110)   -    (9,270,110)
Loan payable   (2,611,009)   -    (2,611,009)
Lease liability   (3,102,188)   -    (3,102,188)
Warrant liability   -    (13,599,316)   (13,599,316)
Trading liabilities   -    (24,122,640)   (24,122,640)
ETP holders payable   -    (622,304,667)   (622,304,667)
March 31, 2026               
Cash  $87,595,108   $-   $87,595,108 
Client Cash Deposits   546,845    -    546,845 
Digital assets, digital assets loaned, and digital assets staked   -    381,352,048    381,352,048 
Equity investments   -    85,117,890    85,117,890 
Public investments   -    201,081    201,081 
Private investments   -    29,064,422    29,064,422 
Accounts payable and accrued liabilities   (5,602,726)   -    (5,602,726)
Loan payable   -    -    - 
Lease liability   (2,968,138)   -    (2,968,138)
Warrant liability   -    (7,808,220)   (7,808,220)
Trading liabilities   -    (17,276,335)   (17,276,335)
ETP holders payable   -    (444,346,794)   (444,346,794)

 

The Company’s financial instruments are exposed to several risks, including market, liquidity, credit and currency risks. There have been no significant changes in the risks, objectives, policies and procedures from the previous year. A discussion of the Company’s use of financial instruments and their associated risks is provided below:

 

Credit risk

 

Credit risk arises from the non-performance by counterparties of contractual financial obligations. The Company’s primary counterparty related to its cash carries an investment grade rating as assessed by external rating agencies. The Company maintains all or substantially all of its cash with a major financial institution domiciled in Canada, the United States and Europe. Deposits held with this institution may exceed the amount of insurance provided on such deposits.

 

Expected credit losses related to digital assets loaned are recorded in the bad debt expense on the consolidated statement of operations. Expected credit losses related to collateral provided on the Company’s loan payable has been recorded through unrealized losses on digital assets in the statement of operations. Expected credit losses for the three months ended March 31, 2026, are as follows:

 

   Asset  Quantity   Current   Non-current   Gross Total   ECL   Net Total 
Counterparty A  SOL   299,521.8630    13,682,479    10,589,953    24,272,432    (106,966)   24,165,466 
Counterparty E  BTC   67.97932    4,547,581.04    -    4,547,581    (3,410,686)   1,136,895 

 

35

 

 

Regulatory Risks

 

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the DeFi ecosystem or any cryptocurrency, project or protocol that the Company may hold is impossible to predict, but such change could be substantial and adverse to the space as a whole, as well as potentially to the Company. Governments may, in the future, restrict or prohibit the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency mining companies to additional regulation.

 

Custodian Risks

 

The Company uses multiple custodians (or third-party “wallet providers”) to hold digital assets for its DeFi Ventures business line as well as for digital assets underlying Valour Cayman ETPs. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. The Company could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our common shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, U.S.- regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the execution of hedging ETPs, the value of the Company’s assets and the value of any investment in the Common Shares.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital markets is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company, or if the value of the Company’s investments declines, resulting in losses upon disposition. In addition, some of the investments the Company holds are lightly traded public corporations or not publicly traded and may not be easily liquidated. The Company generates cash flow from proceeds from the disposition of its investments and digital assets. There can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company. All of the Company’s assets, liabilities and obligations are due within one to three years.

 

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The Company manages liquidity risk by maintaining adequate cash balances and liquid investments and digital assets. The Company continuously monitors and reviews both actual and forecasted cash flows, and also matches the maturity profile of financial and non-financial assets and liabilities. As at March 31, 2026, the Company had current assets of $522,979,679 (December 31, 2025 - $667,317,486) to settle current liabilities of $475,646,612 (December 31, 2025 - $672,461,715).

 

The following table shows the Company’s source of liquidity by assets / (liabilities) as at March 31, 2026 and December 31, 2025:

 

  March 31, 2026 
   Total   Less than
1 year
   1-3 years 
Cash  $87,595,108   $87,595,108   $- 
Client cash deposits   546,845    546,845    - 
Prepaid expenses   9,998,569    9,998,569    - 
Digital assets, digital assets loaned, and digital assets staked   381,352,048    365,375,214    15,976,834 
Public Investments   201,081    201,081    - 
Private investments   29,064,422    -    29,064,422 
Equity investments   85,117,890    56,872,332    28,245,558 
Accounts payable and accrued liabilities   (5,602,726)   (5,602,726)   - 
Loan payable   -    -    - 
Trading liabilities   (17,276,335)   (17,276,335)     
Lease liability   (2,968,138)   (567,449)   (2,400,689)
ETP holders payable   (444,346,794)   (444,346,794)   - 
Total assets / (liabilities)  $123,681,970   $52,795,845   $70,886,125 

 

   December 31, 2025 
   Total   Less than
1 year
   1-3 years 
Cash  $91,234,090   $91,234,090   $- 
Client cash deposits   5,615,054    5,615,054    - 
Prepaid expenses   9,596,922    9,596,922    - 
Digital assets, digital assets loaned, and digital assets staked   515,586,931    482,763,021    32,823,910 
Public Investments   272,520    272,520    - 
Private investments   29,372,628    -    29,372,628 
Equity investments   131,982,050    75,411,946    56,570,104 
Accounts payable and accrued liabilities   (9,270,110)   (9,270,110)   - 
Loan payable   (2,611,009)   (2,611,009)   - 
Trading liabilities   (24,122,640)   (24,122,640)     
Lease liability   (3,102,188)   (553,973)   (2,548,215)
ETP holders payable   (622,304,667)   (622,304,667)   - 
Total assets / (liabilities)  $122,249,581   $6,031,154   $116,218,427 

 

Digital assets included in the table above are non-financial assets except USDC. For the purposes of liquidity risk analysis, these non-financial assets were included as they are mainly utilized to pay off any redemptions related to ETP holders payable, a financial liability. The lent and staked digital assets fall under the “less than 1 year” bucket.

 

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Market risk

 

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices. At March 31, 2026, one investment made up approximately 0.2% (December 31, 2025 – one investment of 0.3%) of the total assets of the Company.

 

(a)Price and concentration risk

 

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favorable prices. In addition, most of the Company’s investments are in the technology and resource sector. At March 31, 2026, the company had one investment exposed to market risk (December 31, 2025 – one investment) of the total assets of the Company.

 

(b)Interest rate risk

 

The Company’s cash is subject to interest rate cash flow risk as it carries variable rates of interest. The Company’s interest rate risk management policy is to purchase highly liquid investments with a term to maturity of one year or less on the date of purchase. Based on cash balances on hand at March 31, 2026, a 1% change in interest rates could result in an approximately $870,000 change in net loss.

 

(c)Currency risk

 

Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company’s operations are exposed to foreign exchange fluctuations, which could have a significant adverse effect on its results of operations from time to time. The Company’s foreign currency risk arises primarily with respect to United States dollar, Euro, Swiss Franc, Swedish Krona and British Pound. Fluctuations in the exchange rates between this currency and the Canadian dollar could have a material effect on the Company’s business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk. The Company reduces its currency risk by maintaining minimal cash balances held in foreign currency.

 

As at March 31, 2026 and December 31, 2025, the Company had the following financial and non-financial assets and liabilities, (amounts posted in Canadian dollars) denominated in foreign currencies:

 

   March 31, 2026 
   Canadian Dollars   British
Pound
   Swiss Franc   Swedish Krona   European
Euro
   Arab Emirates Dirham 
Cash  $3,092,564   $1,332,541   $9,336,086   $7,805,639   $9,128,690   $98,153 
Private investments   25,065,628    -    -    -    -    - 
Public investments   201,081    -    -    -    -    - 
Prepaid   -    -    427,282    -    -    22,782 
Accounts payable and accrued liabilities   (1,062,222)   -    (204,809)   -    (15,296)   (132,116)
ETP holders payable   -    -    -    (106,242,739)   126,206    - 
Net assets (liabilities)  $27,297,051   $1,332,541   $9,558,559   $(98,437,100)  $9,239,600   $(11,181)

 

  December 31, 2025 
   Canadian Dollars   British
Pound
   Swiss Franc   Swedish Krona   European
Euro
   Arab Emirates Dirham 
Cash  $2,284,909   $51,536   $8,928,624   $12,978,875   $4,570,541   $457,515 
Private investments   25,172,753    -    -    -    -    - 
Prepaid investment   -    -    528,255    -    -    34,278 
Accounts payable and accrued liabilities   (1,003,289)   -    (449,107)   -    (20,219)   (14,057)
ETP holders payable   -    -    -    (285,235,369)   (9,211,650)   - 
Net assets (liabilities)  $26,454,373   $51,536   $9,007,772   $(272,256,494)  $(4,661,328)  $477,736 

 

A 10% increase (decrease) in the value of the US dollar against all foreign currencies in which the Company held financial instruments as of March 31, 2026 would result in an estimated increase (decrease) in net income of approximately $5,102,000 (March 31, 2025 - $15,724,000).

 

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(d)Digital currency risk factors: Perception, Evolution, Validation and Valuation

 

A digital currency does not represent an intrinsic value or a form of credit. Its value is a function of the perspective of the participants within the marketplace for that digital currency. The price of the digital currency fluctuates as a result of supply and demand pressures that accumulate in the market for it.

 

Having a finite supply (in the case of many but not all digital currencies), the more people who want to own that digital currency, the more the market price increases and vice-versa.

 

The most common means of determining the value of a digital currency is through one or more cryptocurrency exchanges where that digital currency is traded. Such exchanges publicly disclose the “times and sales” of the various listed pairs. As the marketplace for digital currencies evolves, the process for assessing value will become increasingly sophisticated.

 

(e)Fair value of financial instruments

 

The Company has determined the carrying values of its financial instruments as follows:

 

i.The carrying values of cash, amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments.
   
ii.Public and private investments are carried at amounts in accordance with the Company’s accounting policies as set out in Note 2 in the Company’s December 31, 2025 financial statements.
   
iii.Digital assets classified as financial assets relate to USDC which is measured at fair value.

 

The following table illustrates the classification and hierarchy of the Company's financial instruments, measured at fair value in the statements of financial position as at March 31, 2026 and December 31, 2025.

 

   Level 1
(Quoted Market
price)
   Level 2
(Valuation
technique -observable market Inputs)
   Level 3
(Valuation
technique -
non-observable market inputs)
   Total 
Privately traded investments  $-   $-   $29,372,628   $29,372,628 
Digital assets   -    496,934,790    18,652,141    515,586,931 
Equity investments   -    -    131,982,050    131,982,050 
Publicly traded investments   272,520    -    -    272,520 
Warrant liability   -    -    (13,599,316)   (13,599,316)
December 31, 2025  $272,520   $496,934,790   $166,407,503   $663,614,813 
                     
Privately traded investments  $-   $-   $29,064,422   $29,064,422 
Digital assets   -    369,097,082    12,254,966    381,352,048 
Equity investments   -    -    85,117,890    85,117,890 
Publicly traded investments   201,081    -    -    201,081 
Warrant liability   -    -    (7,808,220)   (7,808,220)
March 31, 2026  $201,081   $369,097,082   $118,629,058   $487,927,221 

 

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Level 1 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 1 during the periods ended March 31, 2026 and December 31, 2025. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

Level 1 investments, financial assets at fair value  March 31,
2026
   December 31,
2025
 
Opening balance  $272,520   $778,085 
Realized loss on investments   -    -419,093.00 
Unrealized loss on investments   (71,439)   - 
Transferred from level 3   -    272,520 
Investments sold   -    (358,992)
   $201,081   $272,520 

 

Level 2 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 2 during the periods ended March 31, 2026 and December 31, 2025. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

Level 2 investments, financial assets at fair value  March 31,
2026
   December 31,
2025
 
Opening balance  $496,934,790   $555,838,900 
Digital assets acquired   1,490,011    232,267,760 
Digital assets disposed   (16,118,787)   (87,878,518)
Digital assets earned from staking, lending and fees   1,816,905    12,332,036 
Realized gain on digital assets   (34,460,655)   49,635,380 
Unrealized losses on digital assets   (89,154,195)   (260,376,909)
Settlement of Genesis loan   -    (6,100,598)
Digital assets transferred in from level 3   7,809,992    2,749,352 
Fees and other   779,021    (1,532,613)
   $369,097,082   $496,934,790 

 

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Level 3 Hierarchy

 

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 during the periods ended March 31, 2026 and December 31, 2025. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized losses and net unrealized gains are recognized in the statements of loss.

 

Level 3 investments, financial assets at fair value  March 31,
2026
   December 31,
2025
 
Opening balance  $180,006,819   $294,773,144 
Transferred to level 1   -    (272,520)
Acquired as subsidiary   -    (379,906)
Realized gain   (3,496,538)   31,217,931 
Unrealized (loss)/ gain   (44,074,052)   (121,974,940)
Transferred to level 2   (7,809,992)   (2,749,352)
Foreign exchange gain   161,952    (527,269)
Equity investments disposed   (15,965,179)   (71,685,819)
Equity investments purchased   15,965,179    50,865,445 
Management fees   (151,561)   - 
Digital assets earned from staking, lending and fees   1,800,650    740,105 
   $126,437,278   $180,006,819 

 

Within Level 3, the Company includes private company investments that are not quoted on an exchange. The key assumptions used in the valuation of these instruments include (but are not limited to) the value at which a recent financing was done by the investee, company-specific information, trends in general market conditions and the share performance of comparable publicly traded companies.

 

Level 3 investments, financial liabilities at fair value  March 31,
2026
   December 31,
2025
 
Opening balance  $13,599,316   $- 
Warrants granted   -    53,195,195 
Change in fair value   (5,791,096)   (39,595,879)
   $7,808,220   $13,599,316 

 

As valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Given the size of the private investment portfolio, such changes may have a significant impact on the Company’s financial condition or operating results.

 

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The following table presents the fair value, categorized by key valuation techniques and the unobservable inputs used within Level 3 as at March 31, 2026 and December 31, 2025.

 

Description  Fair value   Valuation
technique
  Significant
unobservable
input(s)
  Range of
significant
unobservable
input(s)
Luxor Technology Corporation  $524,963   Recent financing  Marketability of shares  0% discount
Amina Bank   24,285,752   Market approach  Marketability of shares  0% discount
ZKP Corporation   1,000,000   Recent financing  Marketability of shares  0% discount
Global Benchmarks AB   199,875   Recent financing  Marketability of shares  0% discount
CH Technical Solutions SA   362,038   Recent financing  Marketability of shares  0% discount
Canada Stablecorp Inc.   500,000   Recent financing  Marketability of shares  0% discount
Continental Stable Coin   500,000   Recent financing  Marketability of shares  0% discount
Bonsol Labs Inc.   2,000,000   Recent financing  Marketability of shares  0% discount
TenX Protocols Inc.   272,520   Recent financing  Marketability of shares  0% discount
Equity Investments in digital   131,982,050   Market approach  Discount for lack of marketability  16% discount
Digital assets on loan   18,652,141   Market approach  Discount for lack of marketability  30% discount
December 31, 2025  $180,279,339          
               
Luxor Technology Corporation  $526,102   Recent financing  Marketability of shares  0% discount
Amina Bank   24,338,445   Market approach  Marketability of shares  0% discount
ZKP Corporation   1,000,000   Recent financing  Marketability of shares  0% discount
Global Benchmarks AB   199,875   Recent financing  Marketability of shares  0% discount
CH Technical Solutions SA   -   Recent financing  Marketability of shares  0% discount
Canada Stablecorp Inc.   500,000   Recent financing  Marketability of shares  0% discount
Continental Stable Coin   500,000   Recent financing  Marketability of shares  0% discount
Bonsol Labs Inc.   2,000,000   Recent financing  Marketability of shares  0% discount
TenX Protocols Inc.   201,081   Recent financing  Marketability of shares  0% discount
Equity Investments in digital   85,117,890   Market approach  Discount for lack of marketability  15% discount
Digital assets on loan   12,254,966   Market approach  Discount for lack of marketability  26% discount
March 31, 2026  $126,638,359          

 

Luxor Technology Corporation (“LTC”)

 

On December 29, 2020, the Company subscribed $100,000 to acquire certain rights to the preferred shares of LTC. The transaction was closed on February 15, 2021. On May 11, 2021, the Company subscribed to additional rights of $62,500. As at December 31, 2025, the valuation of LTC was based on secondary sale of shares and as a result, the Company increased the value of its investment during the year ended December 31, 2025. As at March 31, 2026, the valuation of LTC was $526,102 (December 31, 2025 - $524,963). As at March 31, 2026, a +/- 10% change in the fair value of LTC will result in a corresponding +/- $52,610 (December 31, 2025 - $52,496) change in the carrying amount.

 

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Amina Bank AG (“Amina”)

 

On January 14, 2022, the Company invested $25,286,777 (CAD$34,498,750) to acquire 3,906,250 non-votes shares of Amina. During the year ended December 31, 2025, the Company impaired its investment in Amina due to the decrease in Amina’s assets under management. As at March 31, 2026, the valuation of Amina was $24,338,445 (December 31, 2025 - $24,285,752). As at March 31, 2026, a +/- 10% change in the fair value of Amina will result in a corresponding +/- $2,433,844 (December 31, 2025: +/- $2,428,575) change in the carrying amount.

 

ZKP Corporation (“ZKP”)

 

On August 2, 2024, the Company invested $1,000,000 to acquire shares of ZKP. As at March 31, 2026, the valuation of ZKP was based on the recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of ZKP will result in a corresponding +/- $100,000 change in the carrying amount (December 31, 2025 - $100,000).

 

Global Benchmarks AB (“Global Benchmarks”)

 

On September 24, 2024, the Company invested $199,875 to acquire shares of Global Benchmarks. As at March 31, 2026, the valuation of Global Benchmarks was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of Global Benchmarks will result in a corresponding +/- $19,988 change in the carrying amount (December 31, 2025 - $19,988).

 

CH Technical Solutions SA (“CH Technical”)

 

On September 24, 2024, the Company invested $3,971,272 to acquire 25 shares of CH Technical. During the year ended December 31, 2025 and in the three months ended March 31, 2026, the Company impaired its investment in CH Technical based on the investments in CH Technical. As at March 31, 2026, the valuation of CH Technical was $Nil (December 31, 2025 - $362,038). As at March 31, 2026, a +/- 10% change in the fair value of CH Technical will result in a corresponding +/- $Nil change in the carrying amount (December 31, 2025 - $36,203).

 

TenX Protocols Inc. (“TenX”)

 

On July 24, 2025, the Company invested $718,339 to acquire 1,334,000 subscription receipts of TenX. During the year ended December 31, 2025, the Company converted its 1,334,000 subscription receipts into 1,334,000 common shares and 667,00 common share purchase warrants. As a result of this conversion, the Company revalues its investment in TenX based on the market price of the TenX shares at the end of each reporting period. As at March 31, 2026, the valuation of TenX was $272,250 (December 31, 2025 - $272,520). As at March 31, 2026, a +/- 10% change in the fair value of TenX will result in a corresponding +/- $10,108 change in the carrying amount (December 31, 2025 - $27,252).

 

Canada Stablecorp Inc.

 

On September 9, 2025, the Company invested $499,999 to acquire 303,030 shares of Canada Stablecorp Inc. As at March 31, 2026, the valuation of Canada Stablecorp Inc.was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of Canada Stablecorp Inc. will result in a corresponding +/- $50,000 change in the carrying amount (December 31, 2025 - $50,000).

 

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Continental Stable Coin

 

On July 25, 2025, the Company invested $500,000 to acquire rights to certain preferred shares of Continental Stable Coin. As at March 31, 2026, the valuation of Continental Stable Coin was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of Continental Stable Coin will result in a corresponding +/- $50,000 change in the carrying amount (December 31, 2025 - $50,000).

 

Bonsol Labs Inc. (“Bonsol”)

 

On November 13, 2025, the Company invested $2,000,000 to acquire rights to certain preferred shares of Bonsol. As at March 31, 2026, the valuation of Bonsol was based on a recent financing price. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at March 31, 2026. As at March 31, 2026, a +/- 10% change in the fair value of Bonsol will result in a corresponding +/- $200,000 change in the carrying amount (December 31, 2025 - $200,000).

 

SUI Digital Assets Loaned at FVTPL

 

During Q2 2025, the Company invested $41,160,000 to acquire SUI digital assets. Management used the net asset values as determined by market pricing and applied a 26% discount for lack of marketability. As at March 31, 2026, a +/- 10% change in the fair value of the SUI digital assets loaned will result in a corresponding +/- $1,225,497 change in the carrying amount (December 31, 2025: $1,865,214).

 

Equity Investments in Digital Assets Funds at FVTPL

 

During Q2 2024, the Company invested $173,814,136 to acquire interest in two entities set up to hold SOL and AVAX acquired from a bankrupt estate. Management used the net asset values as determined by the entities managers and applied a 15% discount for lack of marketability. As at March 31, 2026, a +/- 10% change in the fair value of the Equity Investments in Digital Assets will result in a corresponding +/- $8,511,789 change in the carrying amount (December 31, 2025 - $13,198,205).

 

Digital asset risk

 

(a)Digital currency risk factors: Risks due to the technical design of cryptocurrencies

 

The source code of many digital currencies, such as Bitcoin, is public and may be downloaded and viewed by anyone. As with all code, there may be a bug in the respective code which is yet to be found and repaired and can ultimately jeopardize the integrity and security of one or more of these networks.

 

Should miners for reasons yet unknown cease to register completed transactions within blocks which have been detached from the block chain, the confidence in the protocol and network will be reduced, which will reduce the value of the digital currency associated with that protocol, and the ETP payable balances that are valued with reference to the respective digital asset.

 

Protocols for most digital assets or cryptocurrencies are public open-source software, they could be particularly vulnerable to hacker attacks, which could be damaging for the digital currency market and may be the cause for investors choosing other currencies or assets to invest in.

 

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(b)Digital currency risk factors: Ownership, Wallets

 

Rather than the actual cryptocurrency (which are “stored” on the blockchain), a cryptocurrency wallet stores the information necessary to transact the cryptocurrency. Those digital credentials are needed so one can access and spend the underlying digital assets. Some use public-key cryptography in which two cryptographic keys, one public and one private, are generated and stored in a wallet. There are several types of wallets:

 

-Hardware wallets are USB-like hardware devices with a small screen built specifically for handling private keys and public keys/addresses.

 

-Paper wallets are simply paper printouts of private and public addresses.

 

-Desktop wallets are installable software programs/apps downloaded from the internet that hold your private and public keys/addresses.

 

-Mobile wallets are wallets installed on a mobile device and are thus always available and connected to the internet.

 

-Web wallets are hot wallets that are always connected to the internet that can be stored in a browser or can be “hosted” by third party providers such as an exchange.

 

(c)Digital currency risk factors: Political, regulatory risk and technology in the market of digital currencies

 

The legal status of digital currencies, inter alia Bitcoin varies between different countries. The lack of consensus concerning the regulation of digital currencies and how such currencies shall be handled tax wise causes insecurity regarding their legal status. As all digital currencies remain largely unregulated assets, there is a risk that politics and future regulations may negatively impact the market of digital currencies and companies operating in such markets . It is impossible to estimate how politics and future regulations may affect the market. However, future regulations and changes in the legal status of the digital currencies is a political risk which may affect the price development of the tracked digital currencies.

 

The perception (and the extent to which it is held) that there is significant usage of the digital assets in connection with criminal or other illicit purposes, could materially influence the development and regulation of digital assets (potentially by curtailing the same).

 

As technological change occurs, the security threats to the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets will likely adapt and previously unknown threats may emerge. The Company’s ability to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets. To the extent that the Company is unable to identify and mitigate or stop new security threats, the Company’s cryptocurrencies, DeFi protocol tokens and other digital assets may be subject to theft, loss, destruction or other attack.

 

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Outstanding Share Data

 

 

As of May 14, 2026, the following securities are outstanding:

 

Common Shares

 

As of May 14, 2026, there was 387,895,989 issued and outstanding.

 

Preferred Shares

 

As of May 14, 2026, there were 4,500,000 preferred shares outstanding. The preferred shares are non-voting, non-participating, non-redeemable (except in certain circumstances), non-retractable, and non-convertible. The preferred shares have the right to cumulative preference dividend of 9%.

 

Stock Options

 

As of May 14, 2026, there were 18,493,217 stock options issued and outstanding with an exercise price ranging from CAD$0.17 to CAD$4.97 expiring between April 9, 2026 and July 11, 2030.

 

Warrants

 

As of May 14, 2026, there were 20,000,000 warrants outstanding, each exercisable to purchase a common share at a price of CAD$0.20 and expiring on November 6, 2028, 34,246,577 warrants outstanding, each exercisable to purchase a common share at a price of US$2.63 and expiring on September 26, 2028.

 

Deferred share units

 

As of May 14, 2026, there 8,228,692 deferred share units issued and outstanding with vesting terms ranging from six months to three years.

 

Restricted share units

 

As of May 14, 2026, there were 1,545,496 restricted share units issued and outstanding with vesting terms of two years.

 

Performance share units

 

As of May 14, 2026, there were 200,000 performance share units issued and outstanding with vesting term of ten months.

 

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Risks and Uncertainties

 

The Company is exposed to a number of risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. The following outlines certain risk factors specific to the Company. These risk factors could materially affect the Company’s future results and could cause actual events to differ materially from those described in forward–looking information relating to the Company. Please also refer to the Company’s AIF for the year ended December 31, 2025 filed on SEDAR+ for a full description of the Company’s risks in addition to those highlighted below.

 

Forward-Looking Information and FOFI May Prove Inaccurate

 

Readers are cautioned not to place undue reliance on forward-looking information. By their nature forward-looking information and future-orientated financial information and financial outlook information (collectively, “FOFI”) involve numerous assumptions and known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements and/or FOFI or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

 

Class action litigation may also arise in connection with forward-looking statements, even where such statements are accompanied by cautionary language.

 

Redemptions

 

Significant ETP redemptions could adversely impact the prospectus and operating results of the Company. A rapid and sustained increase in redemptions, particularly in the face of severe market volatility, may also negatively impact the Company’s equity and liquidity adversely affect the Company’s reputation and / or result in further declines in AUM, all of which could have an unfavourable impact on our business, financial condition and operating results.

 

Risks Relating to the Common Shares

 

Market Price of Common Shares may Experience Volatility

 

The market price of the Common Shares has been volatile in the past and may continue to be volatile. The market price is, and could be, subject to wide fluctuations due to a number of factors, including actual or anticipated fluctuations in the Company’s results of operations, changes in estimates of its future results of operations by management or securities analysts, market rumours, investments or divestments by the Company or its competitors and general industry changes.

 

Many of the factors that could affect the market price of the Common Shares are outside of the Company’s control. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of the Common Shares. The stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of the Common Shares. Limited analyst coverage or negative analyst reports may further contribute to volatility and reduced liquidity in our stock.

 

In addition, the price of the Company’s Common Shares, may be affected by its failure to comply with the continued listing requirements of stock exchanges on which it is listed. For example, the Company is not currently in compliance with the Nasdaq minimum bid price requirement.

 

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Multilateral Instrument 52-109 Disclosure

 

In accordance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, management is responsible for the establishment and maintenance of DC&P and ICFR. The Company’s management, including the CEO and CFO, has designed the DC&P and ICFR based on the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO 2013 Framework”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.

 

Regardless of how well the DC&P and ICFR are designed, internal controls have inherent limitations and can only provide reasonable assurance that the controls are meeting the Company’s objectives in providing reliable financial reporting information in accordance with IFRS. These inherent limitations include, but are not limited to, human error and circumvention of controls and as such, there can be no assurance that the controls will prevent or detect all misstatements due to errors or fraud, if any.

 

The CEO and the CFO have concluded that the Company’s ICFR were not effective as of March 31, 2026 because of the material weakness identified during the 2024 audit (leading to restatements of the Q2 2024 and Q3 2024 interim financial statements) and associated extensive manual processes for digital asset and ETP transaction processing has not been fully remediated and associated internal controls tested as operating effectively for a period of time.

 

Remediation of Material Weakness in ICFR

 

We continue to work to fully remediate the material weakness and are taking steps to strengthen our internal control over financial reporting. We are taking appropriate and reasonable steps to remediate this material weakness through the implementation of a new ERP system (NetSuite) and new cryptocurrency subledger (Cryptio) which will automate many accounting processes previously done manually and provide for stronger internal controls through system configured review and approval steps.

 

The implementation of both of these new IT systems commenced during the fall of 2025. The Company conducted a parallel run with NetSuite and Cryptio with our legacy system during the first quarter of 2026. The Q1 2026 parallel run testing yielded some additional configuration requirements for Cryptio for accurate ETP processing and thus delayed the “go live” target date to Q2 2026. The Company did launch NetSuite at DeFi during the first quarter of 2026 and expects to complete the NetSuite rollout to Valour simultaneously with the Cryptio go live date.

 

Management expects to continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of our internal control over financial reporting. We believe these measures, and others that may be implemented, will remediate the material weakness in ICFR described above.

 

The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

 

Material Accounting Policies

 

 

The Company’s material accounting policies can be found in Note 2 of the Annual Financial Statements.

 

The Company did not implement any new accounting policies during the three months ended March 31, 2026.

 

Reclassification of Comparative Amounts

 

Certain amounts have been reclassified in Condensed Consolidated Interim Statement of Operations and Comprehensive Income /(Loss) of the Interim Financial Statements for previous periods to conform to the current period presentation. Only reclassifications have been made with no changes in accounting policies or revision of previously reported amounts.  There is no change to previously reported net income (loss).

 

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Critical Accounting Estimates and Assumptions

 

The preparation of the Interim Financial Statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the Interim Financial Statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

 

Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the Interim Financial Statements are as follows:

 

Accounting for digital assets

 

The IFRS Interpretations Committee (the “Committee”) published its agenda decision on Holdings of Cryptocurrencies in June 2019. The Committee concluded that IAS 2 – Inventories applies to cryptocurrencies when they are held for sale in the ordinary course of business, otherwise an entity should apply IAS 38 - Intangible Assets to holdings of cryptocurrencies. The Company has assessed that it acts in a capacity as a commodity broker trader as defined in IAS 2 - Inventories, in characterizing certain of its holdings as inventory, or more specifically, digital assets. If assets held by commodity broker-traders are principally acquired for the purpose of selling in the near future and generating a profit from fluctuations in price or broker-traders’ margin, such assets are accounted for as inventory, and changes in fair value less costs to sell are recognized in profit or loss. Digital currencies consist of cryptocurrency denominated assets (see Note 7) and are included in current and long-term assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. Fair value is determined by taking the mid-point price at 17:30 CET from Kraken, Bitfinex, Binance, Coinbase and other exchanges consistent with the final terms for each ETP. Fair value for Mobilecoin, Shyft, Blocto, Maps, Oxygen, Boba Network, Saffron.finance, Clover, Sovryn, Wilder World, Pyth and Vomex is determined by taking the last closing price for the day (UTC time) from www.coinmarketcap.com.

 

Equity investments in digital assets at fair value through profit and loss

 

Investments in equity instruments at fair value through profit or loss - Included in investments in equity instruments at fair value through profit or loss are investments in a US private company (LLC), and a U.S. Limited Liability Partnership via a Cayman Island domiciled feeder Limited Liability Partnership.

 

Management accounted for such investments at fair value to profit or loss under IFRS 9, because the Company does not exercise significant influence over the investee. The Company does not have any contractual right to appoint any representative to the investee’s board of directors. In addition, the Company does not have any participation in policymaking processes and does not have any material transactions with the investee. The fair value of investments in investment funds which are not quoted in an active market is determined by using net asset value as determined by the investment fund’s administrator and include a discount for lack of marketability (“DLOM”). Management deems the net asset value to be the fair value after considering key factors such as the liquidity of the investment fund or its underlying investments, any restrictions on redemptions and basis of accounting.

 

Fair value of financial derivatives

 

Investments in options and warrants which are not traded on a recognized securities exchange do not have a readily available market value. Valuation techniques , such as the Black- Scholes model, are used to value these instruments.

 

Fair value of investment in securities not quoted in an active market or private company investments

 

Where the fair values of financial assets and financial liabilities recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values.

 

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Share-based payments

 

The Company uses the Black-Scholes option pricing model to fair value options in order to calculate share-based compensation expense. The Black-Scholes model involves six key inputs to determine the fair value of an option: risk-free interest rate, exercise price, market price of the Company’s shares at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates which involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense.

 

Business combinations and goodwill

 

Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values. In determining the allocation of the purchase price in a business combination, including any acquisition related contingent consideration, estimates including market based and appraisal values are used. The contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Goodwill is assessed for impairment annually.

 

Estimated useful lives and impairment considerations

 

Amortization of intangible assets is dependent upon estimates of useful lives, which are determined through the exercise of judgment. The assessment of impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic and market conditions and the useful lives of assets.

 

Impairment of non-financial assets

 

The Company’s non-financial assets include prepaid expenses, digital assets excluding USDC, equipment and right of use assets, intangibles and goodwill. Impairment of these non-financial assets exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions. See Note 8 for the discussion regarding impairment of the Company’s non-financial assets.

 

Functional currency

 

The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company’s digital currencies, production and operating costs, financing and related transactions. Specifically, the Company considers the currencies in which digital currencies are most commonly denominated and the currencies in which expenses are settled, by each entity, as well as the currency in which each entity receives or raises financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company’s functional currency.

 

Assessment of transaction as an asset purchase or business combination

 

Significant acquisitions require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future performance of these assets.

 

Control

 

Significant judgment is involved in the determination whether the Company controls under IFRS 10. The Company is deemed to control an investee when it demonstrates: power over the investee, exposure, or rights to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor’s returns. There is judgement required to determine whether these criterions are met. The Company determined it controlled Valour Digital Securities Limited through its role as arranger.

 

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Exhibit 99.3

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

 

I, Johan Wattenström, Chief Executive Officer of DeFi Technologies Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DeFi Technologies Inc. (the “issuer”) for the interim period ended March 31, 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.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, 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 International Financial Reporting Standards.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by the Committee of Sponsoring organizations of the Treadway Commission (COSO).

 

5.2ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing for the interim period ended March 31, 2026;

 

(a)a description of the material weakness;

 

(b)the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 14, 2026  
   
(signed) “Johan Wattenström  
Johan Wattenström  
Chief Executive Officer  

 

Exhibit 99.4

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

 

I, Paul Bozoki, Chief Financial Officer of DeFi Technologies Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DeFi Technologies Inc. (the “issuer”) for the interim period ended March 31, 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.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, 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 International Financial Reporting Standards.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by the Committee of Sponsoring organizations of the Treadway Commission (COSO).

 

5.2ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing for the interim period ended March 31, 2026;

 

(a)a description of the material weakness;

 

(b)the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 14, 2026  
   
(signed) “Paul Bozoki  
Paul Bozoki  
Chief Financial Officer  

 

FAQ

How did DeFi Technologies (DEFT) perform financially in Q1 2026?

DeFi Technologies generated net income of $4.9 million in Q1 2026, compared with $30.0 million a year earlier. Total revenues were $11.2 million, down from $43.8 million, reflecting much lower realized and unrealized gains on digital assets and equity investments.

What was DeFi Technologies’ revenue mix in the first quarter of 2026?

In Q1 2026, DeFi Technologies reported $6.3 million of recurring revenues from staking, lending, management fees, trading commissions and other income. It also recorded $4.9 million of net revenues from realized and unrealized gains and losses on digital assets, equity investments and ETP payables.

What does DeFi Technologies’ balance sheet look like as of March 31, 2026?

As of March 31, 2026, DeFi Technologies reported total assets of $634.2 million and total liabilities of $478.0 million. Shareholders’ equity was $156.1 million, with a positive working capital position of $47.3 million and cash and cash equivalents of $87.6 million.

How large are DeFi Technologies’ digital asset holdings and loans?

DeFi Technologies held digital assets with a fair value of $381.4 million at March 31, 2026, down from $515.6 million at year-end 2025. This included $163.0 million in digital assets on loan to counterparties and $25.5 million in staked digital assets earning rewards.

Did DeFi Technologies record any significant non-cash items in Q1 2026?

Yes. DeFi Technologies recorded a $5.8 million gain from the change in fair value of its warrant liability and an intangible asset impairment of $0.4 million. It also recognized a substantial non-cash loss of $130.1 million on digital assets due to realized and unrealized fair value movements.

Filing Exhibits & Attachments

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