Financial statements
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Condensed Interim Consolidated Financial Statements (Expressed in Canadian dollars) JasperX Technologies Inc. (Formerly Venzee Technologies Inc.) For the three months ended June 30, 2026
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MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING CONDENSED INTERIM CONSOLIDATED FINANCIAL REPORTING The accompanying condensed interim consolidated financial statements of JasperX Technologies Inc. (“the Company”) have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”). Management acknowledges responsibility for the preparation and presentation of the condensed consolidated interim f inancial statements, including responsibility for significant accounting estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances. NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
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6 JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (expressed in Canadian dollars) The accompanying notes form an integral part of these condensed interim consolidated financial statements Note 2026 2025 Revenues 179,492$ 2,901$ 179,492 2,901 E xpenses 15 General and administrative 164,726 162,437 Amortization 6 213,707 111,080 Accretion expense 8 - 14,502 Interest expense 8 - 49,214 (378,433) (337,233) Other Ga ins/(Losses) Gain (loss) on revaluation of derivative liabilities 8 - 11,826 - 11,826 Ne t loss for the period (198,941) (322,506) Translation adjustment 3,742 (11,977) Total loss and comprehensive loss for the period (195,199)$ (334,483)$ Basic and diluted loss per common share (0.002)$ (0.006)$ Weighted average number of common shares outstanding - basic and diluted 121,367,980 50,249,820 For Three Months Ended June 30
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7 JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Condensed Interim Consolidated Statements of Financial Position (expressed in Canadian dollars) Nature and continuance of operations (Note 1) Approved and authorized for issue on behalf of the Board on August 27, 2026. (Signed) “Peter Montross”, Director & Chairman of the Board (Signed) “John Abrams”, Director The accompanying notes form an integral part of these condensed interim consolidated financial statements As at June 30, As at March 31, Note 2026 2026 ASSETS Current assets Cash $ 886,643 $ 780,410 Accounts receivable 4 193,061 268,329 Total current assets 1,079,704 1,048,739 Intangible assets and goodwill 5,6 $ 5,493,063 $ 5,706,770 Total assets $ 6,572,767 $ 6,755,509 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities $ 295,232 $ 316,160 Deferred revenue 7 147,575 106,706 Convertible debentures, net 8 58,753 58,753 Total current liabilities 501,560 481,619 Shareholders' equity Share capital 9 36,043,120 36,043,120 Reserves 10 4,088,999 4,088,999 Accumulated other comprehensive income (13,347) (9,605) Deficit (34,047,565) (33,848,624) Total shareholders' equity 6,071,207 6,273,890 Total liabilities and shareholders' equity $ 6,572,767 $ 6,755,509
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8 JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) (expressed in Canadian dollars) The accompanying notes form an integral part of these condensed interim consolidated financial statements Note Share capital Reserves Deficit Total Balance – March 31, 2025 - Restated (Note 2) 50,249,819 29,966,002$ 4,112,826 $ (62,959)$ (32,401,611)$ 1,614,258$ Shares issued for intangible asset 5,6,9 30,000,000 2,229,846 - - - 2,229,846 Shares issued upon extinguishment of promissory note and convertiable debt 8,9 30,591,845 2,906,225 (23,827) - - 2,882,398 Shares issued for private placement 8,9 10,526,316 1,000,000 - - - 1,000,000 Share issurance cost 8,9 (58,953) - - - (58,953) Translation adjustment - - - 53,354 - 53,354 Net loss for the period - - - - (1,447,013) (1,447,013) Balance – March 31, 2026 121,367,980 36,043,120$ 4,088,999 $ (9,605)$ (33,848,624)$ 6,273,890$ Translation adjustment - - - (3,742) - (3,742) Net loss for the period - - - - (198,941) (198,941) Balance – June 30, 2026 121,367,980 36,043,120$ 4,088,999 $ (13,347)$ (34,047,565)$ 6,071,207$ Accumulated other comprehensive income Common Shares Outstanding
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9 JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Condensed Interim Consolidated Statements of Cash Flows (expressed in Canadian dollars) The accompanying notes form an integral part of these condensed interim consolidated financial statements 2026 2025 Cash flows from operating activities Net loss for the period ( 198,941)$ (322,506)$ Interest expense - 49,214 Accretion expense - 14,502 Amortization 213,707 111,080 Gain/loss on revaluation of derivative liabilities - (11,826) Changes in non-cash operating elements of working capital Accounts receivable 75,268 (6,522) Deferred revenue 40,869 14,503 Accounts payable and accrued liabilities (20,928) 109,973 Net cash provided by operating activities 109,975 (41,582) Cash flows from financing activities Proceeds from promissory notes - 50,000 Net cash provided by financing activities - 50,000 Effect of foreign exchange on cash (3,742) 11,977 Change in cash during the period 106,233 20,394 Cash – beginning of period 780,410 18,046 Cash – end of period 886,643$ 38,440$ For Three Month Ended June 30
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 10 1. NATURE AND CONTINUANCE OF OPERATIONS JasperX Technologies Inc. (the “Company” or “JasperX ”) (formerly Venzee Technologies Inc.) develops and markets a cloud-based platform that suppliers and manufacturers from multiple industries use to organize, optimize, and share their product information and inventory updates with their retailers. These condensed interim consolidated financial statements have been prepared by management on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred ongoing losses and expects to incur further losses in the development of its business. At June 30, 2026, the Company had not yet achieved profitable operations and has an accumulated deficit of $34,047,565 since its inception. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing, to commence profitable operations in the future, and repay its liabilities arising from normal business operations as they become due. While the Company has been successful in securing financing in the past, there is no assurance that it will be able to do so in the future. These circumstances comprise a material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern. On December 31, 2025, the Company completed the acquisition of the Jasper business, a provider of product information management solutions. The acquisition represents a significant transaction that expanded the Company’s operations, customer base, and software offerings. Further details regarding the acquisition are disclosed in Note 5. In connection with the acquisition, the Company changed its name from Venzee Technologies Inc. to JasperX Technologies Inc. e ffective February 19, 2026. 2. BASIS OF PREPARATION Statement of compliance These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board. These condensed interim consolidated financial statements for the three months ended June 30, 2026 were authorized by the Board of Directors for issuance on August 27, 2026. Basis of measurement These condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments that are measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. Effective April 1, 2025, the Company changed its presentation currency from U.S. dollars ("USD") to Canadian dollars ("CAD"). The change in presentation currency is to better reflect the Company’s business activities and improve investors’ ability to compare the Company’s financial results with other publicly traded companies in similar industry.
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 11 2. BASIS OF PREPARATION (continued) The functional currency of the Company and its Canadian subsidiary is CAD, while the functional currency of its U.S. subsidiary is USD. Prior to April 1, 2025, the condensed interim consolidated financial statements were presented in USD. Following the change, the condensed interim consolidated financial statements are presented in CAD. Comparative information has been presented in CAD to conform with the current year's presentation. The change in presentation currency did not result in any change to the functional currencies of the Company or its subsidiaries. Basis of consolidation The condensed interim consolidated financial statements include the accounts of the Company, its wholly owned U.S. subsidiary Venzee Inc. and its wholly owned Canadian subsidiary Venzee Technologies Canada Inc . The Company consolidates subsidiaries where the Company has the ability to exercise control. Control is achieved when the Company is exposed to variable returns from involvement with an investee and has the ability to affect the returns through power over the investee. Control is normally achieved through ownership, directly or indirectly, of more than 50% of the voting power. Control can also be achieved through power over more than half of the voting rights by virtue of an agreement with other investors or through the exercise of de facto control. All intercompany balances, transactions, income and expenses, and profits or losses have been eliminated on consolidation. Critical accounting estimates and judgments The preparation of these condensed interim consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that can have a significant effect on the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates and judgments are significant when: ● the outcome is highly uncertain at the time the estimates are made; or ● different estimates or judgments could reasonably have been used that would have had a material impact on the condensed interim consolidated financial statements. The condensed interim consolidated financial statements include estimates based on currently available information and management’s judgment as to the outcome of future conditions and circumstances. Management uses historical experience, general economic conditions and trends, and assumptions regarding probable future outcomes as the basis for determining estimates. Estimates and their underlying assumptions are reviewed on a regular basis and the effects of any changes are recognized immediately. Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of the condensed interim consolidated financial statements and actual results could differ from the estimates and assumptions.
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 12 2. BASIS OF PREPARATION (continued) Set forth below are descriptions of items that management believes require its most critical estimates and judgments. Key sources of estimation uncertainty Recoverability of receivables The Company evaluates specific accounts where it has information that a customer may be unable to meet its financial obligations. In these cases, judgment is used based on the best available information to determine actual amounts that will be collected. The Company continually reviews and adjusts such amounts as better information becomes available. Valuation of compensatory warrants The Company makes certain estimates and assumptions when calculating the estimated fair values of warrants issued. The significant assumptions used include estimates of expected volatility, expected life, expected dividend rate and expected risk-free rate of return. Changes in these assumptions may result in a material change to the expense recorded for the issuance of warrant. Convertible debentures and derivatives The Company uses the Black-Scholes Option Pricing Model to determine the fair value of derivative liability. This model requires the input of subjective assumptions including expected share price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings (loss). Business combination valuation Accounting for the Jasper business acquisition required estimates in determining the fair value of the consideration transferred and the identifiable assets acquired. The common shares issued as consideration were subject to TSX Venture Exchange escrow restrictions and a discount for lack of marketability ("DLOM") was applied in determining their fair value. The DLOM was estimated using the Finnerty (2012) Average-Strike Put Model, which incorporates assumptions regarding the escrow release schedule, expect ed share price volatility, risk -free interest rates and the impact of restrictions on the transferability of the shares. The determination of the fair value of the acquired software license, customer relationships and brand also required the use of valuati on techniques and assumptions regarding future revenues, expected customer relationships, technology life cycles, expected cash flows, discount rates and other market-based factors. Changes in these assumptions may result in a material change to the fair v alues assigned to the consideration transferred and the assets acquired.
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 13 2. BASIS OF PREPARATION (continued) Estimated useful lives and amortization of intangible asset Amortization of acquired intangible assets is dependent upon estimates of useful lives. The determination of useful lives requires consideration of the nature of the asset, technological obsolescence, expected customer retention patterns, anticipated future use of the asset and the period over which the asset is expected to contribute to the Company's operations. Significant judgment was applied in determining the useful lives assigned to the acquired software license, customer relationships and brand. Changes in these estimates could impact the useful lives assigned to the assets and the related amortization expense recognized in future periods. Impairment of long-lived assets Where indicators of impairment exist, the Company is required to estimate the recoverable amount of the related asset. Determining the recoverable amount requires the use of significant estimates and assumptions, including projected future cash flows, expected operating results, asset utilization, growth expectations, useful lives and discount rates. These estimates are based on management's best available information at the reporting date; however, actual results may differ from those estimates. Changes in assumptions relating to future economic conditions, business performance or market factors could result in a material adjustment to the carrying value of long- lived assets and may give rise to impairment losses in future periods. Judgments Functional currency The functional currency of the Company and its subsidiary are the currencies that reflect the economic environment in which the Company and its subsidiary perform their operations. Functional currencies are re-evaluated if there is a change in events and conditions which determines the primary economic environment. Business acquisition assessment Determining whether an acquired set of activities and assets constitutes a business under IFRS 3, Business Combinations, requires significant judgment. In evaluating the Jasper acquisition, consideration was given to the acquired customer contracts, perpet ual software license, brand and trade dress, and the ability of the acquired set to continue generating revenue. Based on this assessment, the acquired set was determined to meet the definition of a business and was therefore accounted for as a business acquisition.
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 14 2. BASIS OF PREPARATION (continued) Going concern The condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The assessment of th e Company’s ability to source future operations and continue as a going concern involves judgement. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. If the going concern assumption is not appropriate for the condensed interim consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported revenue and expenses and the statement of financial position classifications used. Income taxes In assessing the probability of realizing deferred tax assets, management makes estimates related to the expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood t hat the tax position taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Impairment of long-lived assets The Company exercises significant judgment in assessing whether events or changes in circumstances indicate that the carrying amount of a long -lived asset may not be recoverable. In making this assessment, management considers both internal and external factors, including operating performance, changes in business strategy, technological developments, market conditions, economic trends and other relevant circumstances that may affect the future use of the asset or its ability to generate economic benefits. Changes in these factors could result in a different conclusion regarding the existence of impairment indicators and may impact on the timing and amount of any impairment recognized. 3. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION Except as otherwise indicated hereunder, these condensed interim consolidated financial statements have been prepared using the same policies and methods as the consolidated financial statements of the Company for the year ended March 31, 2026. Refer to Note 3 of the Company’s consolidated financial statements for the year ended March 31, 2026 for more information on new accounting standards and amendments not yet effective.
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 15 4. ACCOUNTS RECEIVABLE As at June 30, 2026, receivables, which include trade accounts receivable and other receivables and input tax credit, totaled $193,061. The following table is the accounts receivable aging: 5. ACQUISITION OF JASPER BUSINESS On December 31, 2025, the Company acquired certain assets, collectively known as the Jasper business, from Digital Commerce Payments Inc. ("DCP"). DCP is a company controlled by a Director of the Company. The acquired business included customer contracts and related deferred revenue obligations, the Jasper brand and trade dress, and a perpetual, royalty-free right-of-use license to the Jasper PIM software platform. The acquisition was accounted for as a business combination under IFRS 3, Business Combinations. The purchase consideration consisted of 30,000,000 common shares of the Company issued at a reference price of $0.095 per share, for total gross consideration of $2,850,000. The shares issued as consideration were subject to TSX Venture Exchange escrow restrictions. Accordingly, a D iscount for Lack of Marketability ("DLOM") was applied in determining the acquisition-date fair value of the consideration. The DLOM was estimated using the Finnerty (2012) Average-Strike Put Model based on the escrow release schedule, with share price volatility of 100%, dividend yield of 0% and time periods ranging from 0 years to three years (corresponding to the respective release dates of the shares). Further, consideration was reduced from an assignment of accounts receivable from DCP. The resulting fair value of the consideration transferred was $2,032,473. Accounts receivable June 30, 2026 M arch 31, 2026 Current 4,002 32,808 1-30 Days 12,938 33,547 31-60 Days (646) 18,330 61-90 Days - 2,740 Over 90 Days 18,330 - Total Accounts receivable 34,623$ 87,425 Add: Other input tax receivable 42,064 31,565 Add: Due from related party 116,374 149,339 Total 193,061$ 268,329
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 16 5. ACQUISITION OF JASPER BUSINESS (continued) The purchase price of the acquisition has been allocated as follows: The transaction was assessed under IFRS 3, Business Combinations. The assessment considered the acquired customer contracts and related deferred revenue obligations, the perpetual right -of-use license to the Jasper PIM software platform, the Jasper brand and trade dress, and the operating workforce provided by DCP through consulting services to generate ongoing subscription revenue. Based on this assessment, the acquired set was determined to constitute a business. Customer relationships represent the acquired recurring subscription customer arrangements. The software license represents the perpetual, royalty-free right-of-use license to the Jasper PIM platform. Brand and trade dress represent the acquired Jasper mark and associated branding rights. Goodwill arising from the acquisition represents the expected benefits associated with the integration of the Jasper PIM platform with the Company's existing technology, the ongoing operating arrangements and support provided by DCP, customer acquisition opportunities, brand leverage and other benefits that do not qualify for separate recognition as identifiable intangible assets. The fair values assigned to the acquired assets were determined on a provisional basis and are subject to change pending completion of the valuation process. If new information is obtained during the measurement period about facts and circumstances that existed as at the acquisition date and would have affected the recognition or measurement of the assets acquired and liabilities assumed as at the acquisition date, the provisional amounts recognized will be adjusted retrospectively as at the acquisition date. The measurement period ends when the Company obtains the information it was seeking about facts and circumstances that existed as at t he acquisition date, or determines that such information is not available, and must not exceed one year from the acquisition date. Fair Value of Consideration Fair Value C onsideration Transferred Common share issued, gross value 2,850,000$ Less: Discount for lack of marketability (620,154) Less: Assignment of accounts receivable (197,373) Fair value of consideration transferred 2,032,473$ Purchase Price Allocation Fair Value Deferred revenue liability (197,373)$ Customer relationships 594,000 Software license 709,000 Brand and trade dress 97,000 Goodwill 829,846 Net assets acquired 2,032,473$
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 17 6. INTANGIBLE ASSETS During the year ended March 31, 2026 the Company recognized intangible assets in connection with the acquisition of the Jasper business, as described in Note 5. The acquired intangible assets consisted of customer relationships, a perpetual right- of-use software license and brand and trade dress. These assets were initially recognized at their acquisition-date fair values and are amortized over their estimated useful lives. During the year ended March 31, 2025, the Company entered into a software right-of-use agreement with DCP whereby the Company is granted a royalty -free, exclusive and perpetual license to use the software owned by DCP in exchange for 19,318,182 common shares of the Company at a fair value of $4,443,182 (Note 9). The software license is being amortized on a straight -line basis over seven years, while customer relationships are being amortized over five years. These useful lives reflect the expected period over which the respective assets are anticipated to contribute economic benefits to the Company. The brand has been assessed as having an indefinite useful life and is therefore not amortized. A continuity schedule of intangible assets and goodwill is as follows: During the three months ended June 30, 2026, $213,707 (2025 - $111,080) respectively of amortization has been recorded. Software License Jasper Software L icense Jasper Customer Re lationships Jasper Brand Goodwill Total Cost Balance at March 31, 2025 4,443,182$ -$ -$ -$ -$ 4,443,182$ Additions - 709,000 594,000 97,000 829,846 2,229,846 Balance at March 31, 2026 4,443,182 709,000 594,000 97,000 829,846 6,673,028 Additions - - - - - - Balance at June 30, 2026 4,443,182 $ 709,000$ 594,000$ 97,000$ 829,846$ 6,673,028 $ Accumulated amortization Balance at March 31, 2025 259,186$ -$ -$ -$ -$ 259,186$ Amortization expense 652,051 25,321 29,700 - - 707,072 Balance at March 31, 2026 911,237 25,321 29,700 - - 966,258 Amortization expense 158,686 25,321 29,700 - - 213,707 Balance at June 30, 2026 1,069,923 $ 50,642$ 59,400$ -$ -$ 1,179,965 $ Carrying amount March 31, 2026 3,531,945 $ 683,679$ 564,300$ 97,000$ 829,846$ 5,706,770 $ June 30, 2026 3,373,259 $ 658,358$ 534,600$ 97,000$ 829,846$ 5,493,063 $
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 18 7. DEFERRED REVENUE The Company offers software subscription services, connector licensing, hosting, infrastructure and support services to customers. Deferred revenue represents the unearned portion of annual or other recurring service fees billed in advance where the related services have not yet been provided. The Company recognizes deferred revenue over the applicable contract term as the services are provided. As at June 30, 2026, $147,575 (March 31, 2026 - $106,706) was recorded as deferred revenue. 8. CONVERTIBLE DEBENTURES During the year ended March 31, 2024, the Company closed a series of unsecured convertible debentures for a total of $385,000 (the “Debenture”). The Company paid $30,800 in cash in debt transaction costs. During the fifteen months ended March 31, 2023, the Company closed a series of unsecured convertible debentures for a total of $360,000. The Debentures mature three (3) years from the date of issuance and bear interest at a rate of 5% per annum, payable and compounded annually. On December 31, 2025, the Company issued 8,385,240 common shares at fair market value of $796,598 in settlement of $695,000 principal and $101,598 accrued interest on the Debenture. As at June 30, 202 6, Debentures totaling $50,000 in principal and approximately $8,753 in accrued interest remained outstanding, relating to debenture holders who did not participate in the debt settlement (Note 9). The convertible debentures have been determined to be a hybrid financial instrument comprised of a host debt contract and an embedded derivative due to the varying number of shares issuable after the first year of issuance. The cash received under the convertible debentures is allocated between the fair value of the embedded derivative, and the value of the loan liability. The value ascribed to the embedded derivative is determined using a Black Scholes option pricing model as at the loan date, and the residual amount has been allocated to the loan liability. As at June 30, 2026, the Company accrued expenses in connection with these Debentures as follows: As the conversion price of the convertible debentures varied depending on certain factors, the Company recorded an embedded derivative liability with respect to the conversion feature with the residual amount allocated to the debt component. The debt component was subsequently accounted for at amortized cost using the effective interest rate method. Ending balance, March 31, 2024 686,023$ Interest expense 35,710 Accretion expense 47,164 Ending balance, March 31, 2025 768,897$ Accretion expense 21,247 Interest expense 27,309 Share issurance (796,598) Gain on extinguishment of debt 37,898 Ending balance, March 31 & June 30, 2026 58,753$
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 19 8. CONVERTIBLE DEBENTURES (continued) The embedded derivative liabilities were initially measured at fair value and re-measured at the end of each reporting period with any changes in fair value reported in profit and loss as follows: As at June 30, 2026, the fair value of the embedded derivative for the convertible debentures was determined to be $nil (2025 - $25,323). 9. SHARE CAPITAL The authorized share capital of the Company consists of unlimited common shares, with no par value. As at June 30, 2026, 27,000,000 common shares (2025- nil) were held in escrow. On December 31, 2025, the Company issued the following: • 30,000,000 common shares were issued as consideration in connection with the acquisition of the Jasper business, including the related software platform and other identifiable intangible assets, from a company controlled by a Director of the Company; • 22,123,000 common shares to a company controlled by a Director of the Company in settlement of promissory notes totaling $2,101,685; • 83,605 common shares to a company controlled by a Director of the Company in satisfaction of USD$28,392 of indebtedness owed to certain former employees; • 8,385,240 common shares at a fair value of $796,598 to settle outstanding Debentures; and • 10,526,316 common shares to a company controlled by a Director of the Company at a price of $0.095 per share for aggregate gross proceeds of $1,000,000. During the year ended March 31, 2025, the Company issued 19,318,182 common shares at a fair value of $4,443,182 to a company controlled by a Director of the Company for the exclusive right to certain software. Ending balance, March 31, 2024 28,701$ Loss on revaluation of derivative liabilities (3,378) Ending balance, March 31, 2025 25,323$ Loss on revaluation of derivative liabilities (24,978) Loss on extinguishment of debt (345) Ending balance, March 31 & June 30, 2026 - 2026 2025 Ri sk-free rate 2.95% 2.61% Dividend yield 0% 0% Volitility 100% 100% Probability of conversion at maturity 100% 100% Probability of conversion at $1.00 0% 0%
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 20 10. RESERVES Stock Options The Company has a stock option plan (the "Plan") that is administered by the Board of Directors of the Company who establish exercise prices, which shall not be less than the market price at the date of grant, and vesting periods. Options under the Plan remain exercisable for ten years from the date of grant. The maximum number of common shares reserved for issuance for options that may be granted under the Plan as at June 30, 2026 was 12,136,798, being 10% of the issued and outstanding common shares of the Company. The continuity of stock options is as follows: The following incentive stock options were outstanding as at June 30, 2026: (1) During the year ended March 31, 2025, the Company amended the exercise price of these stock options with an original exercise price ranging from $0.75 to $1.20 to $0.35. The weighted average remaining life of the stock options was 0.67 years. Number of options Weighted average exercise price $ Number of options Weighted average exercise price $ Beginning balance 205,000 0.35$ 640,000 0.35$ Transactions during the period: Expired/forfeited - - (435,000) 0.35 Ending balance 205,000 0.35$ 205,000 0.35$ As at June 30, 2026 As at March 31, 2026 Number of Options Outstanding Exercise Price (1) Expiry Date Number of Options Exercisable Exercise Price (1) 205,000 0 .35 December 1, 2026 205,000 0.35 205,000 0.35 205,000 0.35
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 21 10. RESERVES (continued) Stock Options (continued) No share-based compensation expense was recognized during the three months ended June 30, 2026 or 2025. The fair value of the stock options granted and modified are estimated on the date of grant using the Black-Scholes Option Pricing Model with the following weighted average assumptions: Warrants A summary of the Company’s warrant transactions during the year is as follows: 11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data The fair value of the Company’s accounts receivable, accounts payable and accrued liabilities and loans payable approximate their carrying values due to their short -term nature. The Company’s embedded derivative is measured at fair value using Level 2 inputs. 2025 Expected volatility 191% Expected life 1.43 years Risk-free interest rate 3.46% Dividend yield 0% Weighted average fair value of options $ 0.30 Number of warrants Weighted average exercise price $ Balance, March 31, 2025 and 2024 1,030,620 1.08$ Expired unexercised (969,020) (1.10) Balance, March 31, 2026 61,600 0.80$ Expired unexercised (61,600) (0.80) Balance, June 30, 2026 - -$
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 22 11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued) The Company is exposed to various financial instrument related risks: Foreign Exchange Risk Foreign exchange risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates. As at June 30, 2026, the Company’s significant foreign exchange currency exposure on its financial instruments by currency was as follows: The table below details the effect on loss and comprehensive loss of a 10% strengthening or weakening of the CAD exchange rate at the statement of financial position date for financial instruments denominated in USD: Credit Risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing t o discharge an obligation. The Company’s cash and receivables are exposed to credit risk. The Company reduces its credit risk on cash by placing these funds with financial institutions of high creditworthiness. The Company's receivables consist primarily of trade receivables, net GST/HST receivables from the Government of Canada and amounts due from related parties. As at June 30, 2026, the Company’s trade receivables totaling $34,623 (March 31, 2026 - $87,425) were due from 12 customers. The Company also has amounts due from a related party, which management expects will be settled through the offset of consulting fees payable to that related party. Accordingly, the Company's maximum exposure to credit risk is limited to the carrying amount of cash and receivables. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any debt that bears variable interest rate. As at June 30, 2026, the Company is not exposed to any significant interest rate risk. USD $ Accounts payable and accrued liabilities 165,080 Currency Change in Loss and Comprehensive loss USD 16,508$
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 23 11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued) Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company manages liquidity risk by maintaining sufficient cash balances to enable settlement of transactions on the due date. The Company addresses its liquidity through equity financing obtained through the sale of common shares. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future. 12. RELATED PARTY TRANSACTIONS Key management personnel are the persons responsible for the planning, directing and controlling the activities of the Company and include certain executive directors and entities controlled by such persons. The key management personnel of the Company are certain members of the Company’s executive management team and the Board of Directors. The compensation of such key management for the three months ended June 30, 2026 and 2025 included the following: As at June 30, 2026, amounts owing to key management personnel included: • $3,550 (March 31, 2026 - $3,456) in accounts payable and accrued liabilities for remuneration and consulting services; • $nil (March 31, 2026 - $1,762,127) owed through promissory notes; and • $nil (March 31, 2026 - $318,196) of convertible debt. At December 31, 2025, the Company issued the following common shares to a company controlled by a Director of the Company: • 22,123,000 common shares to settle $2,101,685 of promissory notes and accrued interest; • 83,605 common shares to settle USD$28,392 of accounts payable and accrued liabilities in relation to accrued wages owed to former employees. • 8,385,240 common shares to settle $796,598 of convertible debt and accrued interest (Note 8); • 10,526,316 common shares for net proceeds of $1,000,000 by way of a private placement (Note 9); and, • 30,000,000 common shares issued in connection with the acquisition of the Jasper business (Note 5) 2026 2025 R emuneration paid to the CEO 10,518$ 10,507$ Remuneration paid to CFO - 22,500 Remuneration paid to the major shareholder 45,000 90,000 55,518$ 123,007$ For the Three Months Ended June 30,
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 24 13. SEGMENTED INFORMATION The Company operates in one operating segment, being a cloud- based platform solution targeted to online retailers and vendors. This segment engages in business activities from which it incurs expenses. For the three months ended June 30, 2026, revenue from two customers, each representing more than 10% of total revenue, collectively accounted for 34.82% of total revenue. Revenue from these customers was $39,656 and $22,848, respectively. Intangible assets are attributed to geographic areas based on the location of the asset. The following table sets forth intangible assets by geographic location: Revenue by geographic area based on the location of the customer was as follows: Assets by Geographic Area 2026 2025 Canada $ 5,493,063 $ 4,072,917 Other - - $ 5,493,063 $ 4,072,917 For the Three Months Ended June 30, 2026 2025 United States $ 131,325 $ 2,901 UAE 18,330 - Chile 11,032 - South Africa 7,228 - Canada 7,129 - Australia 4,182 - France 267 - $ 179,492 $ 2,901 For the Three Months Ended June 30,
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JasperX Technologies Inc. (formerly Venzee Technologies Inc.) Notes to Consolidated Financial Statements For the three months ended June 30, 2026 (expressed in Canadian dollars) 25 14. EXPENSES CLASSIFIED BY NATURE The following table shows the breakdown of expenses by nature for each function on the condensed interim consolidated statements of loss and comprehensive loss: 2026 2025 Administration $ 22,245 $ 9,173 Accretion expense - 14,502 Consulting and contractor 56,018 124,007 Interest expense - 49,214 Legal and professional fees 24,742 29,257 IT support 57,504 - Travel and entertainment 4,217 - Amortization 213,707 111,080 $ 378,433 $ 337,233 For the Three Months Ended June 30,