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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended August 31, 2025

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ______ to ______

 Commission
file number 001-41738

 PINEAPPLE
FINANCIAL INC.

 (Exact
Name of Registrant as Specified in Its Charter)

 Canada

 Not
 applicable 00-0000000

 (State
 or other jurisdiction

 of
 incorporation)

 (I.
 R. S. Employer

 Identification
 No.)

 Unit
 200, 111 Gordon Baker Road

 North
 York, Ontario M2H 3R1

 (Address
 of principal executive offices, including ZIP code)

 (416) 669-2046

 (Registrant's
 telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Exchange Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of exchange on which registered

 Shares, no par value

 PAPL

 NYSE
 American

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes No

 As
of August 31, 2025 (the last business day of the registrant's most recently completed year end), the aggregate market value of
the registrant's common shares held by non-affiliates of the registrant was approximately $ 5.391 million, based on the closing
price on that date as reported on the NYSE American LLC.

 Number
of shares of common shares outstanding as of December 01, 2025 was 1,345,941.

 Documents
Incorporated by Reference: None.

 TABLE
OF CONTENTS

 Part
 I

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 IC.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 5 2

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibit and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Any statements in this Annual Report on Form 10-K about our expectations, beliefs, plans, objectives, assumptions or future
events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through
the use of words or phrases such as "believe," "will," "expect," "anticipate," "estimate,"
"intend," "plan" and "would." For example, statements concerning financial condition, possible or
assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common
stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees
of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity,
performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied
by any forward-looking statement.

 Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on
Form 10-K. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections
contained in the forward-looking statements include, but are not limited to:

 the
 timing of the development of future services,

 projections
 of revenue, earnings, capital structure and other financial items,

 statements
 regarding the capabilities of our business operations,

 statements
 of expected future economic performance,

 statements
 regarding competition in our market, and

 assumptions
 underlying statements regarding us or our business.

 The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this Annual Report on Form 10-K and the documents that we reference herein and have filed as exhibits to
the Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different from
what we expect. You should assume that the information appearing in this Annual Report on Form 10-K is accurate as of the date hereof.
Because the risk factors referred to on page 15 of Annual Report on Form 10-K could cause actual results or outcomes to differ materially
from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking
statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we
undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement
is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to
predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We qualify all of the information presented in this Annual Report on Form 10-K, and particularly our forward-looking statements, by these
cautionary statements.

 ii

 SUMMARY
OF RISK FACTORS

 Our
business is subject to numerous risks described in the section titled "Risk Factors" and elsewhere in this prospectus. The
main risks set forth below and others you should consider are discussed more fully in the section entitled "Risk Factors"
beginning on page 15, which you should read in its entirety.

 risks associated with our digital assets and digital asset treasury

our operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable
laws and regulations;

public health crises such as the COVID-19 pandemic may adversely impact our business;

the volatility of global capital markets over the past several years has generally made the raising of capital more difficult;

risks associated with political instability and changes to the regulations governing our business operations;

our success is largely dependent on the performance of our directors and officers, Field Agents, and employees;

our Common Shares may be subject to significant price volatility;

internal controls cannot provide absolute assurance with respect to the reliability of financial reporting and financial statement preparation;

we may be unable to manage our growth;

risks associated with security breaches;

risks associated with software errors or defects;

our operations depend on information technology systems; and on continuous reliable internet access;

our business now or in the future may be adversely affected by risks outside our control;

risks associated with the Company's reliance on strategic partnerships;

reputational risk, and

risks associated with protection of intellectual property.

 iii

 ITEM
1. BUSINESS

 General

Financial is a Canadian mortgage technology and brokerage company. We provide mortgage brokerage services and technology solutions to
Canadian mortgage agents, brokers, sub-brokers, brokerages and consumers. Through data-driven systems and cloud-based tools, we believe
we offer competitive advantages in the Canadian mortgage industry relative to traditional broker arrangements.

 We
also provide back-office and pre-underwriting support services (together, the "Brokerage Services") to Canadian mortgage
brokerages (the "Brokerages"). In connection with the provision of the Brokerage Services, we employ and engage licensed
mortgage brokers and agents (collectively, "Field Agents"). As of the date of this filing, we have 39 full-time employees.
In addition, we enter into affiliation agreements with certain licensed mortgage brokers ("Affiliate Brokers" and, together
with Field Agents and Brokerages, the "Users") under which we jointly market mortgage brokerage and other financial services
as affiliated entities. This "white-label" model allows Affiliate Brokers to offer mortgages under their own brand to their
client base while operating on our platform and within our controls.

 We
offer Brokerage Services for both residential and commercial mortgage opportunities through our proprietary technology platform, Pineapple+
[and related tools, together, the "Platform"]. The Platform supports the mortgage life cycle from lead intake and pre-qualification
through underwriting support, documentation, compliance, and funded-deal analytics.

Model

 Our
revenue model is diversified across platform subscriptions, pre-risk assessment services and lender partner commissions. Percentages
below are approximate and subject to period-to-period variation.

 1.Subscription
services. Agents who use the Platform to manage the life cycle of a mortgage from initiation to funding pay subscription fees of $141.50
per month. This stream represents approximately 3% of total gross revenue.

 2.Pre-risk
assessment services. We charge a per-deal fee for pre-underwriting support and documentation preparation. For mortgages with a funded
amount of $390,000 and over, the fee is $390 per deal. For mortgages under $390,000, the fee is $273 per deal. This stream represents
approximately 1.3% of total gross revenue.

 3.Lender
partner service commissions. The balance of total gross revenue, approximately 95%, is derived from commissions and volume-based compensation
from lender partners. Commission structures vary by rate, amount, promotional programs, bonus eligibility and funded volume. Our lender
partners include banks, trust companies, mortgage finance companies and other financial institutions, including but not limited to; Bank
of Nova Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank, MCAP, First National Financial LP, Home Trust Company, Equitable
Bank, Community Trust, Bank of Montreal (BMO) and Desjardins Mortgage Financing Services.

 Geographic
Footprint and Licensing

 We
currently operate in Canada, with active brokerage operations in Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British
Columbia, Prince Edward Island, Manitoba and Alberta. We launched our first brokerage in Ontario in November 2016, opened our Alberta
office on July 1, 2021, expanded into Newfoundland and Labrador, Nova Scotia, New Brunswick and Prince Edward Island on May 4, 2022,
and opened our first British Columbia brokerage office in 2024. We have been approved by applicable provincial mortgage regulators to
operate in the following provinces and territories: Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories,
Nova Scotia, Nunavut, Prince Edward Island, Quebec and Yukon, and we are pursuing additional licensing in Saskatchewan.

 Technology

 Our
Platform integrates lead routing, CRM, document collection, compliance workflows, lender connectivity and analytics. By centralizing
workflow and data, we aim to improve agent productivity, reduce turnaround times and enhance compliance monitoring. The Platform is cloud-hosted
with role-based access controls, audit trails and data security protocols that are designed to meet or exceed applicable regulatory expectations.

Asset Treasury Strategy

 In
fiscal 2025, we established a digital asset treasury strategy (the "Treasury Strategy") as a component of our corporate
treasury and strategic partnership program. The Treasury Strategy permits the Company, subject to internal policies, board oversight
and applicable law, to hold a capped allocation of liquid digital assets to support research and development, ecosystem partnerships
and potential future integrations with our mortgage technology stack. As of the date of this filing, the Treasury Strategy is managed
separately from brokerage operations. The Treasury Strategy is subject to strict custody, risk, accounting and compliance policies, including
segregation of assets, volatility limits, impairment monitoring and disclosure controls.

 On-Chain
Mortgage Development

 We
are conducting research and development to explore the application of distributed ledger and smart-contract technologies to selected
elements of the mortgage lifecycle ("On-Chain Mortgage Development"). Areas of exploration include, among others, identity
and document attestations, collateral and lien data registries, payment and remittance workflows, servicing data integrity, and potential
future pathways for asset issuance and investor reporting. These initiatives are currently in development and do not contribute material
revenue. Any commercial deployment will require successful technical validation, market acceptance, appropriate regulatory permissions
and the establishment of robust compliance, privacy and security controls. We may pursue pilot programs with ecosystem partners and service
providers to evaluate feasibility and cost-benefit outcomes.

 Compliance
and Regulatory

 Our
brokerage activities are subject to provincial mortgage brokerage laws and regulations, consumer protection requirements, anti-money
laundering and anti-terrorist financing obligations, privacy and data protection laws and related guidance. We maintain policies, procedures,
training and supervision designed to promote compliance, including for third-party affiliates who operate on our Platform. Our Treasury
Strategy and On-Chain Mortgage Development are subject to additional legal, accounting, tax and regulatory considerations. We evaluate
these programs with external legal counsel and advisors and implement governance, risk and control frameworks that we believe are appropriate
for their scope and scale.

 MyPineapple

 At
the heart of our Brokerage Services is an innovative technology system, MyPineapple, that provides real time data management and reporting,
lead generation opportunities, customer relationship management, deal processing, education and knowledge center, payroll, regulatory
compliance, data analytics, document collection and storage, automated onboarding, lender access, back office support and direct underwriting
support, all in one. MyPineapple offers network management capabilities for Users, including hundreds of qualified Field Agents, to create
an efficient marketplace for the provision of mortgage lending and insurance industry services. MyPineapple integrates directly with
Equifax, OneSpan, G Suite and Filogix and manages Users' day-to-day business through automated triggers and tasks, ensuring nothing
falls through the cracks. MyPineapple syncs up with Users' calendar and emails, produces robust reporting, advanced analytics,
and real-time notifications on marketing communications, and more. MyPineapple is a sophisticated and fundamental tool for revenue growth
and relationship development. It plays a significant role in what we believe makes our Brokerage Services distinct and cutting-edge.

 MyPineapple
was created to address key issues within the mortgage brokerage industry. We built MyPineapple to create a long-term competitive advantage
relative to traditional service providers, who have comparatively high-touch, labor intensive and costly operations. We believe that,
through MyPineapple, we are able to deliver faster services and with fewer errors. Our MyPineapple platform is completely automated,
simplifying the mortgage process while providing efficiencies to and alleviating pressure on Users' staff in completing traditional
administrative tasks, which in turn reduces the Users' cost structure and results in increased profit margins and scalability.
MyPineapple reduces manual processes through robust quality control mechanisms, logistics management capabilities, capacity planning
tools and end-to-end transaction management. MyPineapple also includes a leading education technology platform, which enables Users to
continuously stay informed and educated on what mortgage solutions and market conditions could impact Canadian consumers.

 Our
primary objectives and goals include, but are not limited to, the following:

Grow our mortgage broker distribution channel to gain further market share and consumer adoption, including increasing organic (non-acquisition
related) market share and to achieve growth on the number of mortgages funded annually;

Become the go-to mortgage experience platform for mortgage agents, lenders and homebuyers;

For Pineapple Insurance to provide an insurance option for all our mortgage approvals;

To ensure that we are providing a well-rounded and custom-tailored approach to insurance solutions that may best suit the clients'
needs;

To leverage the power of our growing database and brand recognition to open further insurance opportunity channel; and

 Streamline
the insurance approval and application process for mortgage clients using technology.

 Services
and Products Brokerage Services

 The
following is a detailed description of the Brokerages Services that we offer:

 1.
Mortgage Brokering: We employ and engage a number of licensed Field Agents who originate clients, provide mortgage consultation services,
advise clients on the various mortgage products offered by financial institutions in Canada, offer clients access to rate information
and mortgage options from a range of lenders, including major banks and lending institutions and assist clients in selecting the most
appropriate and effective mortgage solution for their particular needs.

 2.
Technology: MyPineapple is a full spectrum, robust and comprehensive technology system, which allows Users to conduct their brokerage
services more effectively and efficiently. Amongst other things, MyPineapple syncs up with Users' calendar and emails, produces
robust reporting, advanced analytics, and real-time notifications for email opens, and link clicks. MyPineapple also provides Users with
cloud storage. We also provide marketing support to Users in order to systematically manage the marketing process, segmentation and client
conversions. We ensure that all clients stay well informed with highly relevant information; it also increases the conversion ratios
and engagement metric for its Users. This provides Users the ability to focus on higher probability clients and deliver a high level
of value and service while the system manages the relationship with others.

 3.
Back Office Support Services: Through MyPineapple, we offer our Users back office support services, including digital and automated onboarding
and set up, loan packaging and processing, digital document collection and client portals, loan maintenance activities, payroll, lender
communication, reporting requirements for regulators and business management, cloud services, expense collections, document preparation,
compliance, training, administration and marketing.

 4.
Pre-Underwriting Support: Technology enabled and together with back-office support, we offer our Users pre-underwriting support services
that establish appropriate qualifying processes in a mortgage application, providing borrowers a digital environment ensuring mortgage
agents has the necessary data and providing borrowers with an instant pre-qualification. We use our diverse exposure to the mortgage
industry to save Users from spending valuable resources on mortgage applications that have fewer chances of reaching approval. In particular,
we offer our Users the following pre-underwriting services, aimed at speeding up the underwriting process and helping mortgage lenders
make accurate decisions:

Credit Review: We verify all information that is supplied by the client in vital loan documents and other personal information. Thereafter,
we meticulously review client credit records and tax return documents to ensure the client has the required financial stability to make
monthly payments for the mortgage. We follow checklist-based system to ensure that all the critical aspects pertaining to underwriting
are covered.

Data Validation: Our pre-underwriting support services include recording and digitizing our findings in the data validation process.
By digitizing these vital information sets about the client, we are able to establish the accuracy and speed needed to expedite the underwriting
process.

Fraud Analysis and Compliance: We pride ourselves in diligently checking for identity fraud and ensuring that applications are compliant
and contain complete information. Our mortgage experts have the experience and acumen to spot missing or mala fide information. This
obviates the need for the underwriter to send client files back for incomplete information and thereby speeds up the underwriting process.
Our fraud analysis encompasses all aspects of the client file review process including running third-party reports. This ensures the
underwriter has to focus only on decision-making.

Appraisal Ordering and Review: We take charge of title ordering and dispatching verified property information to the appraiser to boost
the turnaround times of the appraisal process. Once the appraisal is over, we carefully review the appraisal report to ensure that the
process has been completed in a fair and error-free manner.

Data Analytics: Through MyPineapple, we are able to use data to analyze customer benefit opportunities as they become available. In particular,
MyPineapple allows us to utilize the data that has been acquired through the mortgage approval process along with real time real estate
and credit data to thereby reduce costs and overall debt process timelines.

Products

Insurance Inc. is a wholly owned subsidiary of Pineapple Financial Inc. This entity is to serve the insurance needs of our brand mortgage
brokers and agents across Canada. Pineapple Insurance is to act as a Managing General Agent (MGA) supported by Industrial Alliance. This
entity will create both a revenue channel and retention strategy for borrowers that live within our database. This will also allow a
growth opportunity and an overall holistic financial services opportunity for us. We are currently in the early stages of development
of Pineapple Insurance Inc. Operational infrastructure and a budget has been prepared alongside technology modifications to our MyPineapple
system in order to manage the delivery of this product. We have also created a sales and marketing plan alongside assets and materials,
which will be used for initial launch. Our next steps are staffing and human capital requirements in order to execute on the business
plan and goals of developing Pineapple Insurance.

Insurance provides the following services:

We will complete a needs analysis on each client to ensure the most suitable product to meet both their needs and their goals. In our
product suite, we will offer term life insurance which will provide a low-cost coverage at a fixed rate of payments for a limited period
of time for the life of the mortgage. The goal of this product is to ensure that in the event of the insurer's untimely death with
their term policy their beneficiaries will be covered in the amount of the policy during the life of the term. No insurance will be paid
to the beneficiary should the insured pass away after the end of the term or if the insured did not make the required payments.

Whole Life Insurance is a life insurance policy which is guaranteed to remain in force for the insured's entire lifetime, provided
required premiums are paid, or to the maturity date. In addition to paying a death benefit, whole life insurance also contains a savings
component in which cash value may accumulate on a tax-advantaged basis. The policies can be leveraged as collateral or an asset with
our lenders through the Company.

For both our personal and our business clients, we offer permanent life insurance policies, which offer a death benefit and cash value.
The death benefit is money that is paid to your beneficiaries when you pass away. Cash value is a separate savings component that you
may be able to access while you are still alive. Permanent insurance can help cover the business owner for their entire life. And unlike
term insurance, it includes the potential for a cash accumulation fund. Investments in the fund are tax-preferred, including at death
when the tax-free death benefit is paid out to a named beneficiary. An additional benefit of permanent life insurance is that allocating
funds in a corporation away from taxable investments to a permanent life insurance policy can help reduce overall annual taxable investment
income. Permanent life insurance lasts from the time you buy a policy to the time you pass away, as long as you pay the required premiums.
The policies can be leveraged as collateral or an asset with our lenders through the Company.

Critical Illness Insurance provides additional coverage for medical emergencies like heart attacks, strokes, or cancer. Because these
emergencies or illnesses often incur greater-than-average medical costs, these policies pay out cash to help cover those overruns where
traditional health insurance may fall short and help cover living expenses while the client recovers. These policies come at a relatively
low cost. However, the instances that they will cover are generally limited to a few illnesses or emergencies. The key element is to
ensure that the mortgagor does not fall behind in their mortgage payments.

Credit Insurance is a type of life insurance that can cover the remaining amount of your loan in the event of your death. Your insurance
company will use the death benefit to pay down or pay off the remaining balance on the loan, up to a maximum amount outlined in the certificate
of insurance. The money from your death benefit will go to your creditor. The money will not go to your family or beneficiaries.

 We
offer a wide range of investment options to suit clients risk tolerance and investment preferences. A financial advisor will review and
assess the needs of each client to determine the short- and long-term goals for financial success. Such options may include segregated
funds or mutual funds for registered (registered education savings plans (RESPs), registered retirement savings plans (RRSPs), tax-free
savings accounts (TFSAs), etc.) and non-registered accounts. A segregated fund, or seg fund, is a type of investment fund administered
by Canadian insurance companies in the form of individual, variable life insurance contracts offering certain guarantees to the policyholder
such as reimbursement of capital upon death and mutual funds. As a regulatory requirement, all Canadian mortgage approvals being presented
by the mortgage broker channel must include the option for a client to consider an insurance option in an effort to protect the liability
in the case of death or disability. Pineapple Insurance Inc. will be presenting this insurance option for a client to accept or not via
the products that we have available. This will be presented to all mortgage approvals being offered via our parent company, Pineapple

 As
a complementary service to our parent company, Pineapple Financial Inc., this insurance subsidiary was created to easily serve the needs
of the homeowners whose mortgages originate with us. With any mortgage product in Canada, an insurance component is a requirement, hence
the diversification and business development into insurance.

 Our
insurance services identified above currently are provided by a third-party insurance company, Industrial Alliance Inc., with whom we
are affiliated as a managing general agent (MGA). We, therefore, act as an agent earning commissions from the premiums charged by the
insurance company.

 We
believe the material steps for Pineapple Insurance to grow form its early stages of development are as follows:

 1.
To introduce the services offered by Industrial Alliance and to serve the Users on our platform, MyPineapple, is to market these services,
create a knowledge base for them to understand and pass on the learning to their customers, create a support structure for both Users
and Users' customers.

 2.
Set up an internal infrastructure for the management and offering of these services, i.e. hire a senior management person to manage the
operational affairs and thereafter additional personnel, as needed when the business grows. The additional personnel will be mostly sales
commissionable personnel with a retainer.

Insurance officially launched in October 2024, marking a significant milestone in Pineapple Financial's diversification strategy.
The costs anticipated for Pineapple Insurance are largely tied to marketing efforts, human capital, and platform development. Human capital
costs include a fixed expense for senior leadership, along with variable costs for additional personnel as the business scales. With
the strategic integration of Pineapple Insurance into the MyPineapple platform, our development costs are aimed at ensuring seamless
client experiences and operational efficiency.

 The
growth timeline for Pineapple Insurance is projected at 12 to 24 months post-launch, reflecting strong initial demand and the effectiveness
of our comprehensive go-to-market strategy. This timeline is contingent upon the effectiveness of marketing campaigns, customer adoption
of the services offered by Industrial Alliance, and the competitiveness of pricing and premiums. The early success of our launch indicates
promising customer acceptance, supported by focused efforts to educate users on product variations and benefits. These efforts are expected
to accelerate market penetration and drive sustained growth for this subsidiary.

 InsurTech

 MyPineapple
is a key reason for our success and has the ability to drive interested and timely insurance prospects to a replicated module that we
have built in order to streamline and manage the customer flow for insurance products. The process is designed to create a unique synchronicity
between the client obtaining a mortgage approval and insurance approval.

 Combined,
the simplicity of the two platforms with its connectivity and integrations will allow Pineapple Insurance to successfully process and
approve insurance applications.

 We
have also created client segmentations and retention programs to ensure that we can maximize our database of over 150,000 potential clients.

 Growth
Strategy

 Brokerage
Services

 We
aim to gain further market share and consumer adoption by focusing on the following areas of growth:

 1.
Increase Agent Revenue From Optimized Analytics: We will continue to analyze past borrower data to determine opportunities to beneficially
re-service them in the future, potentially creating revenue generating activities and significantly enhancing the borrower experience.

 2.
Added Product Suite - Insurance. As discussed above, we are establishing an insurance channel that provides borrowers with a full suite
of insurance products, which we believe will increase revenue.

 3.
National Expansion: We expect to continue to expand our business and operations into current jurisdictions along with new provinces such
as British Colombia and Quebec.

 4.
Borrower-Facing Technology. We believe MyPineapple will be a marketplace where clients can select from a variety of mortgage products
that will suit their individual needs while tracking the progress and status of the transaction for the life of the mortgage and beyond.

Products

 In
order to achieve our objectives and goals, Pineapple Insurance will focus on four main areas:

 1.
Insurance originations: Our files will be obtained exclusively through the Pineapple Financial referral network. This will be achieved
through technology integration where Pineapple Insurance agents are immediately notified of a mortgage approval which requires an insurance
option. Our agents will be highly trained in an effort to service the growth of our referral network. Consistency in service level and
approach is key to building our brand.

 2.
Emphasizing core values: Servicing our clients, maintaining relationships, ongoing and continued support, education and training, ongoing
lines of communication between mortgage agent and insurance agent and ensuring a smooth and efficient closing process. We expect our
agents to conduct themselves with the highest level of professionalism and carry out the fundamental and core values of Pineapple Insurance
at all times.

 3.
Hiring and training insurance agents: We will follow and adhere to strict hiring and training policies as set out in our training manuals.
Development of education and training programs working in conjunction with our partners. Ensuring that we are consistently working on
recruiting top performing insurance agents that will be able to meet the growth and scale of the needs of the Company.

 4.
Technologies and relationship management tools: We will be replicating and customizing our robust MyPineapple system for data transfer
and client management. This will be broken into the following areas:

Operational Excellence: notifying insurance agents at the optimal time to increase conversion metrics and customer satisfaction. Integration
of client data so the process is convenient for all involved parties. Visibility of status and automations of workflow and requirements;

Client Relationship Management (CRM): Advancing client relationships towards application indication, application completion and client
retention; and

Acquisition: marketing funnels to leverage the overall database and identity opportunities from older missed opportunities.

 Markets
for our Services

 Brokerage
Services

 The
clients for our Brokerage Services include mortgage agents, brokers, sub-brokers, brokerages and consumers. Our customer activity is
intrinsically linked to the health of the real estate or commercial markets generally, particularly in Canada.

 Strong
housing demand during 2020, 2021 and the first quarter of 2022 positively impacted the seasonal variations. With the onset of inflationary
pressures around the globe, not only the seasonality but the normal trends of the housing markets have declined with the increase of
interest rates. Although our business may be negatively impacted, we believe our multiple channels of revenue help to mitigate any such
impact.

 In
alignment with the Canadian government's commitment to improving housing affordability and accessibility, several new housing measures
have been introduced to support homeowners and first-time buyers. These include enabling homeowners to refinance their mortgages to construct
secondary rental suites and borrowing up to 90% of their home's value with a 30-year amortization period. Additionally, the mortgage
insurance price limit has been increased to $2 million, ensuring broader access to financing across Canada's diverse housing markets.

 The
government has also proposed consultations on taxing vacant land to encourage development and incentivize landowners to build homes.
Collaboration with provinces, territories, and municipalities is underway to implement these measures effectively. Starting December
15, 2024, two key rules will further aid affordability: 30-year mortgage amortizations will become available to all first-time homebuyers
and buyers of new-build properties, and the price cap for insured mortgages will rise to $1.5 million from $1 million.

 Moreover,
the federal government has expanded the Canada Public Land Bank by adding 14 underused federal properties, bringing the total to 70.
These properties across major cities are slated for affordable housing developments. This initiative supports the government's
broader plan to unlock public lands for housing and address the growing demand for homes while strengthening Canadian communities.

 These
measures, alongside the influx of new immigrants and the rising demand for home renovations, refurbishments, and innovative financing
solutions, create a favorable environment for Pineapple Financial Inc. to continue expanding its offerings and capitalizing on these
growth opportunities.

Products

 The
insurance market for Pineapple Insurance is focused around growth in the Canadian mortgage landscape as well as market share growth for
Pineapple Financial.

Real estate investors: we are able to consolidate multiple mortgage amounts into one insurance policy to help minimize risk if an investor
has multiple properties.

Residential Home purchase: with Canadian housing prices hitting all-time highs, we will help clients provide insurance to fill the gap
between their current coverage and the mortgage amount

Refinance: can help clients reduce existing coverage or apply/consolidate if they require additional coverage.

Reverse Mortgage: these clients can use the income from the reverse mortgage to help plan their final expense through insurance as well
as enrich their retirement years.

Switch: transferring to another lender at renewal. The insurance we offer is not tied to the lender directly and can assist clients in
locking in their rates long term when they can still qualify for insurance

Renovation and construction: Clients will be able to access their cash values in their permanent insurance policies to help fund their
renovations and construction projects. If additional financing is required, we can provide the added insurance coverage needed.

Self-Employed: As large numbers of Canadians move into business for themselves, we have found a great need for an insurance product that
can suit their needs since they generally do not have a company benefits plan. Income protection will also be a key component of our
business here.

Commercial Mortgages: We can provide the proper insurance to clients for the right amount of coverage and timeline for one or multiple
investors. Coverages can go up to $20 million.

Private Lending: Customized insurance can be provided to private lenders who may have a different set of circumstances in terms of investment
type and timeline horizon.

High Risk Health & Uninsurable: We can offer guaranteed issue insurance to clients who may have declining health or were previously
declined for insurance in the past.

Financial Inc. and Mortgage Market Dependency

 As
of November 2024, Canada's mortgage market continues to demonstrate resilience despite ongoing challenges. According to the Bank
of Canada, the total residential mortgage market is valued at over $1.6 trillion, driven by population growth, increasing borrower demand,
and evolving consumer sentiment. This figure excludes mortgages held by provincially regulated entities such as credit unions and mortgage
investment corporations.

 Mortgage
lenders offer a broad range of products, including fixed and variable rates, varying terms, and flexible amortization periods. Recent
interest rate cuts by the Bank of Canada have rejuvenated the market, improving affordability for new buyers and creating opportunities
for existing homeowners to refinance or renew at more favorable terms. The practice of negotiating discounted rates remains prevalent,
highlighting the importance of mortgage brokers in securing competitive deals for clients.

 Mortgage
brokers are critical intermediaries, leveraging their volume-based bargaining power to erode lender price discrimination and secure advantageous
rates. These professionals are provincially regulated and must meet stringent licensing and training requirements. While the barriers
to entry remain relatively low, successful brokers rely on experience, negotiating skills, and technological support to thrive in an
increasingly competitive market.

 Key
trends currently influencing the market include:

Renewals Surge: Over 30% of Canadian mortgages are expected to renew within the next 12 months, a significant driver of market activity.

Housing Shortages: A growing population, combined with limited housing supply, has led to increased pressure on the market, with demand
consistently outstripping available inventory.

Government Policies: Recent adjustments, such as the introduction of a 30-year amortization period for insured mortgages and incentives
for affordable housing, have bolstered consumer confidence and created new opportunities.

Consumer Sentiment: Improved confidence, spurred by rate cuts and stabilizing economic conditions, has increased buyer activity despite
affordability challenges.

Technology Adoption: Platforms like MyPineapple are transforming the brokerage landscape by streamlining processes and providing brokers
with data-driven tools to enhance efficiency and client satisfaction.

 Industry
Growth Strategy

 Our
growth strategy focuses on organic expansion, targeting increased market share through:

 1.
 Recruitment: We have successfully recruited a significant number of Field Agents and Users, driving a growth rate higher than
many competitors. By leveraging detailed insights into competitive models, we have tailored our value proposition to attract and retain
top talent.

 2.
 Technological Integration: Our proprietary platform, MyPineapple, empowers brokers with tools to increase sales volume, productivity,
and efficiency. This system also supports the seamless integration of complementary services, such as insurance products, creating additional
revenue streams and enhancing the overall client experience.

 3.
 Policy Alignment: By aligning our offerings with government initiatives to support housing affordability and address shortages,
we have positioned ourselves as a key player in addressing critical market needs.

 4.
 Focus on Renewals and Refinances: With a large portion of the mortgage market up for renewal in the next year, we have tailored
solutions to help brokers optimize their client retention and capitalize on refinancing opportunities.

 Our
strategy is underpinned by a commitment to delivering superior value, leveraging data and insights to support broker success, and maintaining
flexibility to adapt to evolving market conditions. This approach ensures we remain a leader in the Canadian mortgage and brokerage industry.

 Recent
Developments

 Subsequent
to August 31, 2025, the Company entered into several material financing and digital-asset transactions. Management has evaluated
these events in accordance with ASC 855, Subsequent Events, and determined that they represent non-recognized subsequent
events require ing disclosure but no adjustment to the consolidated financial statements as of and for the year ended August 31,
2025.

 a)
 Injective
 Digital Asset Treasury Initiative

 On
September 2, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors to issue 24,642,700
subscription receipts at an offering price of US $3.80 per subscription receipt, with respect to certain purchasers, and US $4.16
per subscription receipt, with respect to certain purchasers.

 The
 private placement closed on September 4, 2025, raising approximately US $100 million in aggregate proceeds consisting of cash and
 Injective (INJ) tokens, all of which are held in escrow pending satisfaction of specified escrow release conditions under the
 Subscription Receipt Agreement.

 On
October 31, 2025, shareholders approved the issuance of the underlying common shares. The Company is preparing a registration statement
on Form S-1 to register the resale of approximately 25.7 million shares, including those issuable upon exercise of associated warrants.
Escrowed funds will be released upon SEC effectiveness of the registration statement and NYSE American approval of listing of the underlying
shares.

 b)
 Voltedge
 Loan Facility

 On
September 15, 2025, the Company executed a Master Loan and Security Agreement with Voltedge Finance Inc., providing for a revolving credit
facility of up to US $15.0 million. As of November 2025, US $11.4 million had been drawn under the facility and invested in INJ tokens
as part of the Company's digital-asset treasury strategy. The facility is secured by a corporate guarantee from Cooppers Financial
Group and pledges over certain digital-asset holdings.

 c)
 White
 Lion Equity Line of Credit (ELOC)

 On
September 4, 2025, the Company entered into a Common Stock Purchase Agreement with White Lion Capital LLC, establishing an equity
line of credit of up to US $250 million. The agreement allows the Company, at its discretion, to issue and sell common shares over a
24-month period, subject to volume and pricing limitations. As of the date of issuance of these financial statements, no shares have
been issued, and the arrangement has not yet been registered with the SEC.

concluded that these transactions occurred after year-end and therefore did not require adjustment to the accompanying consolidated financial
statements. The Company will continue to monitor subsequent developments related to the escrow releases, SEC registration processes,
and loan facility utilization for disclosure in future filings.

 Industry
Overview

 The Canadian Mortgage and Mortgage Brokerage Industry

 The
Canadian mortgage market represents one of the largest and most stable segments of the national financial system, with residential mortgage
credit exceeding $1.8 trillion as of 2025, according to data from the Bank of Canada. This total does not include mortgages held by provincially
regulated entities such as credit unions or mortgage investment corporations.

 Mortgage
lenders in Canada offer a broad range of products featuring fixed or variable interest rates, varying terms and amortization periods,
and differing provisions for pre-payments, rate holds, and other features. Interest rates are typically renegotiated every three to five
years. While lenders post benchmark rates, actual mortgage pricing is widely negotiated—a practice referred to as "discounting"—which
has become an established norm across the industry. This approach enables lenders to offer customized pricing based on borrower risk
profiles and market conditions.

 This
environment has elevated the role of the independent mortgage broker as a key intermediary between borrowers and lenders. Brokers leverage
their lender relationships and market insight to secure competitive rates and terms for their clients. In return for a fee, typically
paid by the lender, brokers help borrowers navigate an increasingly complex rate and qualification environment. Mortgage brokers are
provincially regulated and must meet licensing and continuing-education standards. Although barriers to entry remain modest, a broker's
ability to negotiate advantageous terms is closely tied to their volume, reputation, and lender relationships.

 Pineapple's
Market Position and Growth Strategy

 Pineapple's
growth strategy focuses on expanding market share organically by increasing the number of mortgages funded annually and strengthening
our network of mortgage professionals. Our approach emphasizes recruitment, retention, and empowerment of high-performing Field Agents
through superior technology, marketing support, and operational efficiency.

 Our
proprietary platform, MyPineapple, is designed to enhance agent productivity and client service through advanced deal management tools,
marketing automation, and real-time data analytics. This digital infrastructure allows our agents to process applications more efficiently,
improve client conversion, and increase overall sales volume.

 We
continue to invest in recruitment and training initiatives that have positioned Pineapple among the fastest-growing mortgage brokerages
in Canada. By maintaining a deep understanding of competing brokerage models, we continually refine our value proposition to attract
and retain top-performing agents.

 Our
long-term vision is to establish Pineapple as Canada's leading digital-first mortgage platform, connecting brokers, lenders, and
consumers through a unified ecosystem built on transparency, technology, and trust. Through innovation and scale, we aim to strengthen
our competitive position and create sustained value for our stakeholders.

 Competitive
Conditions

 Regulatory backdrop.

 OSFI's
Guideline B-20 has governed residential mortgage underwriting for federally regulated lenders since January 1, 2018 1. In
November 2024, OSFI exempted uninsured "straight-switch" renewals between federally regulated lenders from the
prescribed minimum qualifying rate (MQR) when the loan amount and amortization 2 do not increase 3 Separately,
the federal government introduced policy changes effective in 2024–2025, including permitting 30-year amortizations for
insured mortgages for first-time buyers of newly built homes (effective August 1, 2024) increasing the Home Buyers' Plan (HBP)
withdrawal limit to $60,000 (for withdrawals after April 16, 2024). In this environment, consumers continue to seek broker guidance
to navigate product terms, renewals, and rate complexity; CMHC's Mortgage Consumer Surveys highlight sustained demand for
professional advice across buying, renewing, and refinancing cohorts.

 Structural
drivers of broker usage.

Underwriting stringency and evolving supervisory expectations sustain demand for broker intermediation and alternative product access.

Product complexity and segmented borrower profiles heighten the value of multi-lender comparison and advice.

Renewals and switches remain an important activity channel for brokers, aided by the 2024 MQR change for uninsured straight
switches.

Digital expectations favor platforms that centralize documents, credit data, and lender connectivity for faster turn times.

 Primary
Competitors

 1.Traditional
mortgage brokerages. National networks and franchise systems with established lender relationships and scale (e.g., Dominion Lending
Centres, Verico, Mortgage Alliance, Centum).

 2.Digital
mortgage companies. Direct-to-consumer offerings emphasizing online origination while funding through major lenders or captive entities
(e.g., Nesto, Homewise).

 3.Mortgage
technology providers. Point-solution vendors for specific workflow steps (document intake, pricing, underwriting support) that require
integration by legacy firms.

 Competitive
Advantages

 Distribution
and advice. Broad panel access across banks, trust companies, and mortgage finance companies enables product fit for purchase, refinance,
switch, and alternative-credit scenarios; Field Agents are trained to align recommendations with client objectives and total cost of
borrowing.

 Platform
and data. PineappleONE centralizes lead routing, CRM, document collection, compliance workflows, lender connectivity, and funded-deal
analytics. Data models segment clients and surface retention/cross-sell opportunities via actionable signals and automated reminders.
Education and knowledge resources support file quality, lender fit, and compliance. Role-based access controls and audit trails are designed
to strengthen data integrity and reporting.

 Operations.
Centralized pre-underwriting and processing support can improve conversion and funding ratios while allowing Field Agents to focus on
acquisition and advice. Marketing automation and segmented communications reduce acquisition costs and enhance lifetime value.

Asset Treasury Strategy (Treasury Strategy) and On-Chain Development

Asset Treasury (Treasury Strategy). We have established the board-supervised Treasury Strategy program to support research, ecosystem
partnerships, and technology experimentation. The Treasury Strategy is segregated from core brokerage operations and is governed by policies
addressing custody, valuation, financial reporting, volatility limits, and disclosure. The Treasury Strategy does not involve customer
funds.

OSFI — Final Revised Guideline B-20 (effective Jan. 1, 2018):
OSFI

OSFI — Exemption of MQR for uninsured "straight-switch" renewals (announcement, Nov. 21, 2024):
OSFI

OSFI — Exemption of MQR for uninsured "straight-switch" renewals (announcement, Nov. 21, 2024):
OSFI

 On-chain
mortgage development. We are conducting R&D on using distributed-ledger technologies for discrete mortgage-lifecycle elements
(e.g., identity/document attestations, collateral and lien registries, servicing data integrity, investor reporting). These initiatives
are exploratory and non-revenue-generating; any deployment will require successful technical validation, market acceptance, appropriate
regulatory permissions, and robust privacy, security, and compliance controls.

 Emerging
competitive set.

 As
mortgage technology evolves, we expect competition from fintechs, infrastructure providers, and financial institutions pursuing tokenization,
data-sharing standards, or real-time settlement use cases. We believe our combination of active brokerage distribution, proprietary workflow
software, and compliance infrastructure positions us to evaluate and selectively pilot on-chain capabilities while maintaining client
and regulatory safeguards.

 Specialized
Skill and Knowledge

 Our
business requires specialized skills and knowledge, which include, but are not limited to, expertise related to mortgage underwriting,
mortgage originations, private lending, business development, marketing and business strategy development. Our executive and management
team has a strong background and significant experience and expertise in these areas. Our team also possesses specialized skills in data
architecture, software development, programming and coding, finance and accounting, automations and process, training and education.
Additionally, we currently rely upon, and expect to continue to rely upon, various legal and financial advisors and consultants and others
in the operation and management of our business.

 Our business relies heavily on the continued development,
functionality, and security of our proprietary technology platform, Pineapple Plus, which is now fully developed and maintained in-house.
The Company no longer utilizes the Salesforce platform and has transitioned entirely to internally controlled systems and infrastructure.
Pineapple Plus has been architected through a combination of internal development resources and multiple specialized third-party development
partners; however, no single developer or vendor has access to the platform's complete source code or architecture. This diversified
development structure enhances system security and reduces reliance on any single external contributor.

 We protect the proprietary components
of Pineapple Plus primarily through trade secrets, internal controls, and contractual confidentiality obligations, rather than registered
intellectual property rights. All employees, consultants, and advisors with access to our platform or related information are subject
to confidentiality and non-disclosure agreements designed to protect our technology assets and other proprietary information.

 Despite
these protections, confidentiality agreements may not always prevent unauthorized use or disclosure of sensitive information, and the
remedies available in the event of a breach may be inadequate. If we are unable to effectively safeguard our proprietary technology and
trade secrets, our competitive position and the value of our platform could be materially impacted.

 Material
Contracts

 Affiliation
Agreements

 We
enter into affiliation agreements with Affiliate Brokers, pursuant to which we and the Affiliate Broker enter into an affiliation relationship
with the intention of jointly marketing mortgage brokerage and other financial services as affiliated entities, sometimes referred to
as "white labelling", which allows the Affiliate Broker to sell a mortgage that is branded with its company name to its own
client base. Pursuant to these affiliation agreements, we generally receive a fixed commission from the Affiliate Broker for any mortgage
transaction where the Affiliate Broker has acted as the mortgage broker for the borrower. In general, these affiliation agreements have
an indefinite term and may be terminated by either party upon thirty days written notice.

 Asset
Management Agreement

 Pursuant
to the Securities Purchase Agreement, on September 4, 2025, the Company entered into an Asset Management Agreement (the "Asset
Management Agreement") with Canary Capital Group LLC (the "Asset Manager"). Under the Asset Management Agreement, the
Asset Manager has been appointed to provide certain asset management services with respect to cryptocurrency assets acquired by the Company
in connection with the Private Placement (the "Account Assets") maintained with one or more custodians or cryptocurrency
wallet providers acceptable to the Asset Manager. Such asset management services will commence when the Subscription Receipt Agent has
(i) notified the INJ Escrow Agent that all Escrow Release Conditions have been satisfied or waived and (ii) has instructed the INJ Escrow
Agent to deem that title to the INJ proceeds of the Private Placement be transferred to the Company, with 30% of such assets to be managed
by the Asset Manager and 70% of the assets to be managed by the Advisor as a sub-advisor under the Asset Management Agreement.

 As
consideration for the Asset Manager's services, the Company will pay an asset-based fee equal to 1% per annum of the Account Assets,
which shall be calculated and paid at the end of each quarter, as determined by the Asset Manager in a commercially reasonable manner
based on available prices on Coinmarketcap.com. The Company may make no more than one withdrawal from the Account Assets per calendar
quarter, and each such withdrawal shall not exceed $10,000 in value of INJ during the first year. Thereafter, more frequent withdrawals
of more than $10,000 can be made for legitimate business purposes if such withdrawal is pre-approved by the independent members of the
Board, provided that the Company cannot make a withdrawal of more than 50.1% of the Account Assets without the prior approval of a majority
of the stockholders of the Company. The Asset Management Agreement continues in effect until terminated for cause by the Company upon
thirty (30) days' prior written notice or terminated for cause by the Asset Manager upon thirty (60) days' prior written
notice. The Asset Management Agreement contains customary representations, indemnification provisions, confidentiality obligations, and
a non-exclusivity clause. The Asset Management Agreement limits the liability of the Asset Manager to the Company for losses arising
under the agreement to cases of willful misconduct, gross negligence, fraud or material breach of contract.

 Trading
Advisory Agreement

 On
September 4, 2025, the Company entered into a Trading Advisory Agreement (the "Trading Advisory Agreement") with Monarq Asset
Management LLC (the "Advisor"). Under the Trading Advisory Agreement, the Company appoints the Advisor to manage the investment
of all digital assets, digital asset derivatives, cash and other assets contained in the Account (as defined in the Trading Advisory
Agreement) established by the Company with Bitgo Trust Company, Inc. The Trading Advisory Agreement continues in effect until the earlier
of: (i) termination by either party for upon the occurrence of a material breach that is not cured within fifteen days of notice from
the non-breaching party, or (ii) the third anniversary of the Trading Advisory Agreement, provided that the Trading Advisory Agreement
will be automatically renewed for successive one-year periods unless either party provides written notice of its intention not to renew
at least thirty days prior to the expiration of such term. The Company may make no more than one withdrawal from the Account Assets per
calendar quarter, and each such withdrawal shall not exceed $10,000 in value of INJ during the first year. Thereafter, more frequent
withdrawals of more than $10,000 can be made for legitimate business purposes if such withdrawal is pre-approved by the independent members
of the Board, provided that the Company cannot make a withdrawal of more than 50.1% of the Account Assets without the prior approval
of a majority of the stockholders of the Company.

 The
services of the Advisor under the Trading Advisory Agreement will commence when the Subscription Receipt Agent has (i) notified the INJ
Escrow Agent that all Escrow Release Conditions have been satisfied or waived and (ii) has instructed the INJ Escrow Agent to deem that
title to the INJ proceeds of the Private Placement be transferred to the Company, with such assets to be managed by the Asset Manager
and the Advisor.

 As
consideration for the Advisor's services, the Company will pay to the Advisor a quarterly management fee equal to 0.25% (a 1.0%
annual rate) of the Account Equity (as defined in the Trading Advisory Agreement) as of the beginning of each calendar quarter regardless
of whether there are realized or unrealized profits with respect to the account. The Trading Advisory Agreement includes customary representations
and warranties and confidentiality provisions, as and provides for indemnification of the Advisor by the Company subject to exclusions
for bad faith, gross negligence or willful misconduct by the Advisor.

Stock Purchase Agreement

 On
September 4, 2025, the Company entered into a Common Stock Purchase Agreement (the "ELOC Purchase Agreement") with White
Lion Capital, LLC ("White Lion"), whereby the Company has the right, but not the obligation, to sell to White Lion, and White
Lion is obligated to purchase, up to an aggregate of $250,000,000 (the "Commitment Amount") Common Shares.

 The
Company does not have a right to commence any sales of Common Shares to White Lion under the ELOC Purchase Agreement until all conditions
to the Company's right to commence sales, as set forth in the ELOC Purchase Agreement, have been satisfied, including that a registration
statement covering the resale of such shares is declared effective by the Commission. No such registration statement has been filed and,
as a result, the Company does not have right to commence the sale of Common Shares to White Lion. During the twenty four (24) months
following the effective date of the ELOC Purchase Agreement, we are prohibited from entering into any other "equity line"
or substantially similar facility in which an investor is obligated to purchase our securities over time at prices based on the then-current
market price without White Lion's prior written consent, except for at-the-market offerings through a registered broker-dealer
and issuances upon conversion or exercise of existing derivative securities.

 The
ELOC Purchase Agreement contemplates that the purchase price for Common Shares sold to White Lion will be market-based and determined
by the type of Purchase Notice (as defined in the ELOC Purchase Agreement) issued: under rapid purchase notices the price will be tied
to the lowest traded market price at specified times (with one rapid option effectively at market and the other at a 1% discount), and
under regular purchase notices the price will be a discounted percentage of the lowest daily volume-weighted average price during the
valuation period (approximately a 2.5%–3% discount based on the Company's cumulative investment level as set forth in the
ELOC Purchase Agreement).

 If
trading in our common shares is suspended, halted, or our shares are delisted during an active Purchase Notice under the ELOC Purchase
Agreement, White Lion will purchase the shares subject to that notice at a price of $0.01 per share.

 The
ELOC Purchase Agreement prohibits the Company from directing White Lion to purchase any Common Shares if those shares, when aggregated
with all other Common Shares then beneficially owned by White Lion (as calculated pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended), would result in White Lion beneficially owning more than 4.99% of the outstanding Common Shares (the "Beneficial
Ownership Limitation"), which may be increased to 9.99% at White Lion's discretion upon 61 days' prior written notice.

 In
consideration for White Lion's execution and delivery of, and agreement to perform under the ELOC Purchase Agreement, the Company
sent to White Lion a number of Injective Tokens (INJ) equal to $1,500,000 divided by the lowest trade price of the token seen on Coinbase
three (3) hours prior to delivery of the token (the "Commitment Fee").

 Concurrently
with the ELOC Purchase Agreement, the Company and White Lion entered into the Registration Rights Agreement.

to Contracts

 The
Company does not expect its business to be affected in the current financial year by renegotiation or termination of contracts or sub-contracts.

 Regulatory
Environment

 Brokerage
License Requirements

 In
order to operate its mortgage broker business, we must remain duly licensed as a mortgage broker to deal and trade in mortgages in accordance
with the Mortgage Brokerages, Lenders and Administrators Act, 2006 (Ontario), as amended (the "MBLA Act"). We have had our
mortgage brokerage license since November 2016 and it has been renewed each year without issue. We will be subject to similar legislation
and license requirements in the other provinces in Canada where we intend to expand.

 In
accordance with the MBLA Act, individuals, including directors, officers, partners, directors and officers of corporate partners, employees
or agents of a mortgage brokerage company, such as the Company, who are engaged in dealing mortgages or trading in mortgages on its behalf
must obtain a mortgage broker or mortgage agent license. A mortgage broker or agent license authorizes an individual to work for only
the mortgage brokerage company named under the license. An individual cannot be licensed to work for more than one mortgage brokerage
company. The Superintendent of Financial Services will use the information obtained in a mortgage broker license application to determine
whether an applicant meets the prescribed eligibility requirements and is suitable for a license. The applicant will be required to submit
documents to support certain pieces of information about the business.

 Application
 Process. The application must be completed and submitted to certain regulatory authorities in the provinces and territories of Canada
 (each a "Regulatory Authority"), such as the Financial Services Regulatory Authority Ontario. The Regulatory Authority
 will send to the applicant an email acknowledgement upon receipt of the application. The Regulatory Authority will advise the applicant
 if the application is in order to proceed to the next step in the process. In the next step, the applicant will prepare and submit
 the application to license the mortgage brokerage's principal broker and prepare and submit the online declarations for all
 the directors/officers/partners via The Regulatory Authority's online licensing system. All directors and officers of the mortgage
 brokerage company applicant ("DOPs") are required to provide confirmation of their suitability for licensing of the mortgage
 brokerage. A mortgage brokerage's license can only be approved or issued when all the declarations from DOPs are received and
 reviewed by the Regulatory Authority. Once the brokerage's license has been approved an email will be sent to the principal
 broker to indicate the brokerage's license number. No paper license will be issued. At this point, the brokerage may prepare
 and submit applications to license its other brokers and agents via the online licensing system.

 Fraud
 Prevention Measures. FSRA is required to maintain a public registry of licensed mortgage brokerages. Consistent with FSRA's
 role in protecting the public interest FSRA collaborates with other organizations, including other regulators, fraud prevention organizations
 and law enforcement agencies.

 Fees
 and Renewal. Fees are payable in respect of all applications for licenses, other than for the mortgage brokerage's principal
 broker. The fees are based on a one-year cycle. The fee due is prorated based on when the application is submitted. To simplify the
 payment and reconciliation process, mortgage brokerages are also required to submit fees on behalf of their agents and brokers. These
 fees are paid electronically when the mortgage brokerage submits license applications for its brokers and agents through the online
 licensing system. Once licensed, every mortgage brokerage must pay a regulatory fee in respect of each new one-year cycle. This fee
 is due every year on March 31. The mortgage brokerage must also pay fees on behalf of each agent and broker, other than the principal
 broker, when renewing their broker or agent licenses for the same one-year cycle.

Regulation

Insurance is subject to federal, as well as provincial and territorial, regulation in Canada in the provinces and territories in which
they underwrite insurance/reinsurance. The Office of the Superintendent of Financial Institutions ("OSFI") is the federal
regulatory body that, under the Insurance Companies Act (Canada) (the Insurance Companies Act"), prudentially regulates
federal Canadian and non-Canadian insurance and reinsurance companies operating in Canada. Pineapple Insurance is licensed to carry on
insurance business by OSFI and in each province and territory.

 Under
the Insurance Companies Act, Pineapple Insurance is required to maintain an adequate amount of capital in Canada, calculated in accordance
with a test promulgated by OSFI called the Minimum Capital Test. Under the Insurance Companies Act, approval of the Minister of Finance
(Canada) is required in connection with certain acquisitions of shares of, or control of, Canadian insurance companies such as Pineapple
Insurance, and notice to and/or approval of OSFI is required in connection with the payment of dividends by or redemption of shares by
Canadian insurance companies such as Pineapple Insurance.

 Other
Regulations

 In
addition, the Company must comply with all federal, provincial and municipal laws that affect a Canadian business including employment,
workers' compensation, insurance, corporate, and tax laws and regulations.

 Bankruptcy
and Similar Procedures

 The
Company has not had any bankruptcy (whether voluntary or otherwise), receivership or other similar proceedings instituted by it or against
it since its incorporation nor are any such proceedings being contemplated or threatened in the foreseeable future.

 Material
Restructuring Transactions

has not completed any material restructuring transactions since incorporation.

 Incorporation

 The
Company was incorporated under the Business Corporations Act (Ontario) on October 16, 2015 under the name "2487269 Ontario Limited" (doing business under
the name of Capital Lending Centre). On June 16, 2021, the Company changed its name to "Pineapple Financial Inc." and on February 14, 2023, the Company continued out of the
jurisdiction of Ontario under the Business Corporations Act (Ontario) and into the federal jurisdiction of Canada under the Canada Business
Corporations Act.

 The Company's head office is located at Unit 200, 111 Gordon Baker Road, North York, Ontario
M2H 3R1 and its registered and records office is located at 67 Mowat Avenue Suite 122, Toronto, Ontario M6K 3E3.

 Corporate
Structure

 The
Company has two wholly owned subsidiaries: Pineapple Insurance Inc. ("Pineapple Insurance") and Pineapple National Inc.
("Pineapple National"). Pineapple Insurance was incorporated under the Business Corporations Act (Ontario) on December
14, 2016, under the name "CLC Insurance Inc." and on July 12, 2021, changed its name to "Pineapple Insurance
Inc.". Pineapple Insurance has a registered and records office located at Suite 200, 111 Gordon Baker Road, North York,
Ontario M2H 3R1. Pineapple National Inc. was incorporated under the Canada Business Corporations Act on November 9, 2021, with a
registered and records office located at 2600 – 1066 West Hastings Street, Vancouver, British Columbia V6C 2T5.

 The Company also holds 5% of the issued and outstanding Class A Shares of 4313305 Canada Inc. (doing business as MCommercial) and 5% of
the issued and outstanding shares of 7326904 Canada Inc. (doing business as Mortgage Alliance Corporation).

 ITEM
1A. RISK FACTORS

 Risks
Related to the Company

 We
intend to use the net proceeds from the Private Placement to purchase digital assets, including INJ, the price of which has been, and
will likely continue to be, highly volatile. Our operating results and share price may significantly fluctuate, including due to the
highly volatile nature of the price of such digital assets and erratic market movements.

 We
intend to use the net proceeds from the Private Placement to purchase or otherwise acquire INJ and for the establishment of our digital
asset treasury operations. Digital assets, such as INJ, generally are highly volatile assets, including as a result of shifts in market
sentiment, speculative trading, macroeconomic trends, technology-related disruptions and regulatory announcements. In addition, digital
assets do not pay interest or other returns, unless utilized in staking or financial applications, and so the ability to generate a return
on investment from the net proceeds of any capital raisings will principally depend on whether there is appreciation in the value of
digital assets following our purchases of digital assets with the net proceeds from such capital raisings. Future fluctuations in digital
asset trading prices may result in our converting digital assets into cash with a value substantially below what we paid for such digital
assets.

 We
have adopted a digital asset treasury strategy with a focus on INJ, and we may be unable to successfully implement this new strategy.

 We
have adopted a digital asset treasury primarily dedicated to INJ and potential acquisitions INJ, including through staking and other
decentralized finance activities. There is no assurance that we will be able to successfully implement this new strategy or operate Injective-related
activities at the scale or profitability currently anticipated. This strategic shift requires specialized employee skillsets and operational,
technical and compliance infrastructure to support INJ and related staking activities. This also requires that we implement different
security protocols and treasury management practices. Further, there is ongoing scrutiny and limited formal guidance from regulatory
agencies, including NYSE American and the SEC, with respect to the treatment of public company cryptocurrency strategies. There is no
assurance that we will be able to execute this Treasury Strategy by building out the needed infrastructure within the timeframe that
we currently anticipate. Errors by key management could result in significant loss of funds and reduced rewards. As a result, our shift
towards INJ could have a material adverse effect on our business and financial condition.

 Our
Common Shares may trade at a discount to our net asset value, and investors could experience losses unrelated to the performance of our
underlying digital asset holdings.

 The
market price of our Common Shares may not reflect, and at times may trade materially below, our net asset value (" NAV ")
per share. A variety of factors may cause the trading price of our Common Shares to deviate from our NAV, including overall market conditions,
investor sentiment toward digital assets or our business model, the liquidity and volatility of the specific digital assets we hold,
the availability and cost of capital to market participants, the level of short interest in our Common Shares, actual or perceived governance
or operational risks, and the absence of any redemption or exchange feature that would allow shareholders to realize NAV directly. As
a result, the market price of our Common Shares may be influenced by factors other than the value of our underlying assets alone and
there can be no assurance that our Common Shares will trade at or near NAV.

 If
our Common Shares trade at a discount to NAV, investors who sell shares may receive less than the value of our underlying assets per
share, and the discount could impair our ability to raise capital on favorable terms. We may from time to time consider capital markets
transactions, financing arrangements or other corporate actions intended to address any discount, but we are under no obligation to take
such actions and any such actions, if implemented, may be limited in scope or effectiveness.

 Our
shift towards an Injective-focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational
risks.

 Our
shift towards an INJ treasury-focused strategy, including staking and other decentralized finance activities, exposes us to significant
operational risks. The Injective ecosystem rapidly evolves, with frequent upgrades and protocol changes that may require significant
adjustments to our operational setup. The upgrades and protocol changes may require that we incur unanticipated costs and could cause
temporary service disruptions to the Injective network. We may also need to employ third-party service providers in our operations, which
may introduce risks outside of our control, including significant cybersecurity risks. Any of these operational risks could materially
and adversely affect our ability to execute the Treasury Strategy and may prevent us from realizing positive returns and could severely
hurt our financial condition.

 The
concentration of our INJ holdings enhances the risks inherent in our Injective-focused strategy.

 We
have and intend to purchase INJ and increase our overall holdings of INJ in the future. The intended concentration of our INJ holdings
limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence
of diversification enhances the risks inherent in our Injective-focused strategy.

 If
the Injective network is disrupted or encounters any unanticipated difficulties, the value of INJ could be negatively impacted.

 If
the Injective network is disrupted or encounters any unanticipated difficulties, then the processing of transactions on the Injective
network may be disrupted, which in turn may prevent us from depositing or withdrawing INJ from our accounts with our custodian or otherwise
affecting INJ transactions. Such disruptions could include, for example: the insolvency, business failure, interruption, default, failure
to perform, security breach, or other problems of participants, custodians, or others; the closing of INJ trading platforms due to fraud,
failures, security breaches or otherwise; or network outages or congestion, power outages, or other problems or disruptions affecting
the Injective network. Any disruption of the Injective network could result in the inability of the Company to transfer or sell INJ,
and the price of INJ.

 INJ
and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty, which
could materially adversely affect the Company's financial position, operations and prospects.

 INJ
and other digital assets, as well as applications on blockchain networks such as Injective, are relatively novel and are subject to significant
uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations
to digital assets and blockchain-based applications is unclear in certain respects, and it is possible that regulators in the United
States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of INJ
or other digital assets, or the ability of blockchain-based applications to operate.

 The
U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory,
legislative, enforcement or judicial actions, that could materially impact the price of INJ or the ability of individuals or institutions
such as us to own or transfer INJ and utilize blockchain-based applications on networks such as Injective. For example, the U.S. executive
branch, the SEC, the European Union's Markets in Crypto Assets Regulation, among others, have been active in recent years, and
in the United Kingdom, the Financial Services and Markets Act 2023 became law. Additionally, legislative and regulatory priorities may
change depending on changes in leadership, as evidenced by recent and proposed initiatives such as the Genius Act of 2025, the anticipated
Digital Asset Market Clarity Act, and updates to the Commission's Regulatory Flexibility Agenda. It is not possible to predict
whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC, Commodity Futures Trading
Commission (" CFTC "), or other regulators, or whether, or when, any other federal, state or foreign legislative bodies
will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation
or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions
to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might
impact the value of digital assets generally and INJ specifically. The consequences of increased regulation of digital assets and digital
asset activities could adversely affect the market price of INJ and in turn adversely affect the market price of our Common Shares.

 Moreover,
the risks of engaging in a digital asset treasury strategy are relatively novel and have created, and could continue to create complications
due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director
and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

 The
growth of the digital assets industry in general, and the use and acceptance of INJ in particular, may also impact the price of INJ and
is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of the Injective network and INJ may
depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to INJ, institutional
demand for INJ as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer
demand for INJ as a means of payment, and the availability and popularity of alternatives to INJ. Even if growth in INJ adoption occurs
in the near or medium term, there is no assurance that INJ and the Injective network usage will continue to grow over the long term.

 A
variety of technical factors related to the Injective blockchain could also impact the price of INJ. The liquidity of INJ may also be
reduced and damage to the public perception of Injective may occur, if financial institutions were to deny or limit banking services
to businesses that hold INJ, provide Injective-related services or accept INJ as payment, which could also decrease the price of INJ.

 The
liquidity of INJ may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact
the ability of exchanges and trading venues to provide services for INJ and other digital assets.

in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance
costs or operational shutdowns.

 The
regulatory regime for digital assets in the U.S. and elsewhere is uncertain. The Company may be unable to effectively react to proposed
legislation and regulation of digital assets, which could adversely affect its business.

 If
regulatory changes or interpretations require us to register as a money services business with The Financial Crimes Enforcement Network
(FinCEN) under the U.S. Bank Secrecy Act, or as a money transmitter under state laws, we may be subject to extensive regulatory requirements,
resulting in significant compliance costs and operational burdens. In such a case, we may incur extraordinary expenses to meet these
requirements or, alternatively, may determine that continued operations are not viable. If we decide to cease certain operations in response
to new regulatory obligations, such actions could occur at a time that is unfavorable to investors.

 Multiple
states have implemented or proposed regulatory frameworks for digital asset businesses. Compliance with such state-specific regulations
may increase costs or impact our business operations. Further, if we or our service providers are unable to comply with evolving federal
or state regulations, we may be forced to dissolve or liquidate certain operations, which could materially impact our investors.

 If
any of the digital assets that we hold are classified as a security, we may be subject to extensive regulation, which could result in
significant costs or force us to cease operations.

 Regulatory
changes or interpretations that classify digital assets that we hold as a security under the Securities Act of 1933, as amended, or the
Investment Company Act, could require us to register and comply with additional regulations. Compliance with these requirements could
impose extraordinary, non-recurring expenses on our business. If the costs and regulatory burdens become too great, we may be forced
to modify or cease certain operations, which could be detrimental to our investors.

 The
SEC has previously indicated that certain digital assets may be considered securities depending on their structure and use. Future developments
could change the legal status of digital assets that we may hold, requiring us to comply with securities laws. If we fail to do so, we
may be forced to discontinue some or all of our business activities, negatively impacting investments in our securities.

 If
the SEC or other regulators determine that digital assets that we may hold qualify as securities, we may be required to change our operations,
wind down our operations, or register as an investment company under the Investment Company Act. This classification would subject us
to additional periodic reporting, disclosure requirements, and regulatory compliance obligations, significantly increasing our operational
costs. Compliance with the requirements of the Investment Company Act applicable to registered investment companies may make it difficult
for us to continue our current operations, and this would materially and adversely affect our business, financial condition and results
of operations. In addition, if INJ or another digital asset we hold were determined to constitute a security for purposes of the federal
securities laws, we would likely take steps to reduce the percentage of INJ or such other digital assets that constitute investment assets
under the Investment Company Act. These steps may include, among others, selling INJ that we might otherwise hold for the long term and
deploying our cash in non-investment assets, and we may be forced to sell our INJ or other digital assets at unattractive prices, or
cease our operations.

 Although
we do not currently engage in investing, reinvesting, or trading securities, and we do not hold ourselves out as an investment company,
we could inadvertently be deemed one under the Investment Company Act. If we are unable to rely on an exclusion, we would be required
to register with the SEC, which could impose additional financial and regulatory burdens.

 Further,
state regulators may conclude that the digital assets we hold are securities under state laws, requiring us to comply with state-specific
securities regulations. States like California have stricter definitions of "investment contracts" than the SEC, increasing
the risk of additional regulatory scrutiny.

 The
classification of digital assets that we hold as a commodity could subject us to additional CFTC regulation, resulting in significant
compliance costs or the cessation of certain operations.

 Under
current interpretations, INJ could be classified as a commodity under the Commodity Exchange Act and could be subject to regulation by
the CFTC. If our activities require CFTC registration, we may be required to comply with extensive regulatory obligations, which could
result in significant costs and operational disruptions. Additionally, current and future legislative or regulatory developments, including
new CFTC interpretations, could further impact how INJ is classified and traded.

 If
INJ are regulated as a commodity, we may be required to register as a commodity pool operator and register the Company as a commodity
pool with the CFTC through the National Futures Association. Compliance with these additional regulatory requirements could result in
substantial, non-recurring expenses, adversely affecting an investment in our securities. If we determine not to comply with such regulations,
we may be forced to cease certain operations, which could negatively impact our investors.

 We
are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds,
or to obligations applicable to investment advisers.

 Mutual
funds, exchange-traded funds (ETFs) and their management are subject to extensive regulation as "investment companies" and
"investment advisers" under U.S. federal and state law; this regulation is intended for the benefit and protection of investors.
We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that
the execution of our changes to our digital asset strategy, our use of leverage, our ability to engage in transactions with affiliated
parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and
prohibitions that apply to investment companies and investment advisers.

 Due
to the unregulated nature and lack of transparency surrounding the operations of many digital asset trading venues, digital asset trading
venues experience greater risk of fraud, market manipulation and other deceptive marketing practices, as well as security failures or
regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in
digital asset trading venues and adversely affect the value of digital assets, and the Company's financial position, operations
and prospects.

asset trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many digital asset trading venues that
do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and
regulatory compliance. As a result, the marketplace may lose confidence in digital asset trading venues, including prominent exchanges
that handle a significant volume of such trading and/or are subject to regulatory oversight, in the event one or more digital asset trading
venues cease or pause for a prolonged period the trading of digital assets, or experience fraud, significant volumes of withdrawal, security
failures or operational problems.

 Negative
perception, a lack of stability in the broader digital asset markets and the closure, temporary shutdown or operational disruption of
digital asset trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants
in the digital asset ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or
for any other reason, may result in a decline in confidence in digital assets and the broader digital asset ecosystem and greater volatility
in the price of digital assets. The price of our listed securities may be affected by the value of our future digital asset holdings,
and the failure of a major participant in the ecosystem could have a material adverse effect on the market price of our listed securities.

 Our
historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to
our proposed holdings of digital assets. Accordingly, it may be difficult to evaluate the Company's business and future prospects,
and the Company may not be able to achieve or maintain profitability in any given period.

 Our
historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding
or selling digital assets. The price of digital assets generally has historically been subject to dramatic price fluctuations and is
highly volatile. We will need to perform an analysis each quarter to identify whether events or changes in circumstances indicate that
our digital assets are impaired. As a result, volatility in our earnings may be significantly more than what we experienced in prior
periods.

 Our
Digital asset holdings are illiquid and cannot serve as a source of liquidity for us, subject to limited exceptions.

 Historically,
the digital asset market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to
sovereign currencies markets, concerns regarding pseudonymity of digital asset addresses, a developing regulatory landscape, potential
susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent
in its entirely electronic, virtual form and decentralized network. While these risks can adversely affect holders of digital assets
generally, our exposure is distinct because we are contractually prohibited from liquidating our cryptocurrency positions, including
our INJ holdings, other than in limited circumstances in which material liquidations of our digital assets would require board and/or
shareholder approval. As a result, we cannot sell our digital assets to meet working capital needs, respond to market dislocations, rebalance
our positions, or reduce losses during periods of heightened volatility. Because we are unable to liquidate our digital assets, those
holdings cannot serve as a source of liquidity for us, and we must rely on cash, cash equivalents, and other external financing sources
to satisfy our obligations. Further, digital assets we hold with our custodians and transact with our trade execution partners do not
enjoy the same protections or insurance as are available to cash or securities deposited with or transacted by institutions subject to
regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable
to enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate
funds using our digital asset holdings, including in particular during times of market instability or when the price of digital assets
has declined significantly. If we are unable to raise additional capital, refinance existing obligations, or otherwise generate funds
from sources other than the sale of our digital assets, or if the value of our digital assets declines significantly while we remain
unable to sell, our liquidity, business, financial condition, and results of operations could be materially and adversely affected.

 The
lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.

assets that we acquire will not be insured against theft, loss or destruction. If an event occurs where we lose our digital assets, whether
due to cyberattacks, fraud or other malicious activities, we may not have any viable legal recourse or ability to recover the lost assets.
Unlike funds held in insured banking institutions, our digital assets are not protected by the Federal Deposit Insurance Corporation
or the Securities Investor Protection Corporation. If our digital assets are lost under circumstances that render another party liable,
there is no guarantee that the responsible party will have the financial resources to compensate us. As a result, we and our shareholders
could face significant financial losses.

 The
Company will face risks relating to the custody of its digital assets. If we or our third-party service providers experience a security
breach or cyberattack and unauthorized parties obtain access to our private keys, or if our private keys are lost or destroyed, or other
similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations
could be materially adversely affected.

 We
expect our primary counterparty risk with respect to our INJ will be custodian performance obligations under the custody arrangements
we enter into. A series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating
to companies operating in the digital asset industry, the closure or liquidation of certain financial institutions that provided lending
and other services to the digital assets industry, SEC enforcement actions against other providers, or placement into receivership or
civil fraud lawsuit against digital asset industry participants have highlighted the perceived and actual counterparty risk applicable
to digital asset ownership and trading. Legal precedent created in these bankruptcies and other proceedings may increase the risk of
future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is the subject
of other liquidation, insolvency or similar proceedings.

 No
assurance can be provided that our custodially held INJ will not become part of the custodian's insolvency estate if one or more
of our custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create
income streams or otherwise generate funds using our INJ holdings, we would become subject to additional counterparty risks. We will
need to carefully evaluate market conditions, including price volatility as well as service provider terms and market reputations and
performance, among others, prior to implementing any such strategy, all of which could affect our ability to successfully implement and
execute on any such future strategy. These risks, along with any significant non-performance by counterparties, including in particular
the custodian or custodians with which we will custody substantially all of our INJ, could have a material adverse effect on our business,
prospects, financial condition, and operating results.

 The
irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business.

asset transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient
of the transaction or, in theory, control or consent of a majority of the processing power on that digital asset network. Once a transaction
has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a theft of digital
assets generally will not be reversible, and we may not be capable of seeking compensation for any such transfer or theft

 Although
we plan to regularly transfer digital assets to or from vendors, consultants and services providers, it is possible that, through computer
or human error, or through theft or criminal action, such assets could be transferred in incorrect amounts or to unauthorized third parties.

 To
the extent we are unable to seek a corrective transaction to identify the third party which has received our digital assets through error
or theft, we will be unable to revert or otherwise recover the impacted digital assets, and any such loss could adversely affect our
business, results of operations and financial condition

 The
emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments,
consortiums or financial institutions, could have a negative impact on the price of INJ and adversely affect the Company's securities.

 Following
the launch of the Company's proposed digital asset treasury strategy, as a result of our Injective strategy, we expect our assets
to be concentrated in INJ holdings. Accordingly, the emergence or growth of digital assets other than INJ, including those with significant
private or public sector backing, including by governments, consortiums or financial institutions, may have a material adverse effect
on our financial condition. There are numerous alternative digital assets and many entities, including consortiums and financial institutions,
are researching and investing resources into private or permissioned blockchain platforms. If the mechanisms or network effects on alternative
blockchain platforms are perceived as superior to the Injective network, those digital assets could gain market share relative to Injective.

 We
are dependent on the residential real estate market.

 Our
financial performance is closely connected to the strength of the residential real estate market, which is subject to a number of general
business and macroeconomic conditions beyond our control.

 Macroeconomic
conditions that could adversely impact the growth of the real estate market and have a material adverse effect on our business include,
but are not limited to, economic slowdown or recession, increased unemployment, increased energy costs, reductions in the availability
of credit or higher interest rates, increased costs of obtaining mortgages, an increase in foreclosure activity, inflation, disruptions
in capital markets, declines in the stock market, adverse tax policies or changes in other regulations, lower consumer confidence, lower
wage and salary levels, war or terrorist attacks, natural disasters or adverse weather events, or the public perception that any of these
events may occur. Unfavorable general economic conditions, such as a recession or economic slowdown, in the United States, Canada or
other markets the Company enters and operates within could negatively affect the affordability of, and consumer demand for, its services
which could have a material adverse effect on its business and profitability.

 In
addition, federal and state governments, agencies and government-sponsored entities could take actions that result in unforeseen consequences
to the real estate market or that otherwise could negatively impact the Company's business. Some of the above-mentioned economic
factors and conditions are currently adversely affecting Pineapple as the Users and consumer sentiment has waned and has precipitated
fears of a possible economic recession. In the event of a continuing market downturn, our results of operations could be adversely affected
by those factors in many ways, including making it more difficult for us to raise funds if necessary, and our stock price may further
decline.

 The
real estate market is substantially reliant on the monetary policies of the federal government and its agencies and is particularly affected
by the policies of the Bank of Canada, which regulates the supply of money and credit in Canada, which in turn impacts interest rates.
The Company's revenues could be negatively impacted by a rising interest rate environment. As mortgage rates rise, the number of
home sale transactions may decrease as potential home sellers choose to stay with their lower mortgage rate rather than sell their home
and pay a higher mortgage rate with the purchase of another home. Due to a prospective higher debt assumption with the rise in interest
rates, homeowners also may choose to not participate in refinancing or other similar mortgage financing activity that would create revenue
for Pineapple. Potential home buyers may choose to rent rather than pay higher mortgage rates. Changes in the interest rate environment
and mortgage market are beyond the Company's control, are difficult to predict and could have a material adverse effect on its
business and profitability.

 We
may not be able to secure additional capital and achieve adequate liquidity to grow and compete.

 We
will require additional capital to operate, grow and compete, and failure to obtain such additional capital could limit our operations
and our growth. When such additional capital is required, we will need to pursue various financing transactions or arrangements, which
may include debt financing, equity financing or other means. Additional financing may not be available when needed or, if available,
the terms of such financing might not be favorable to us and might involve substantial dilution to existing shareholders. In addition,
debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders. We may incur substantial
costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance
fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the
capital markets (both generally and in the mortgage brokerage industry in particular), our status as a relatively new enterprise with
a limited history and/or the loss of key management personnel.

 We
have a limited operating history and, therefore, cannot accurately project our revenues and operating expenses.

 We
have a relatively limited operating history. As such, we will be subject to all of the business risks and uncertainties associated with
any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other
resources. Although we possess an experienced management team, there is no assurance that we will be successful in achieving a return
on shareholders' investment and the likelihood of our success must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with the establishment of any business. There is no assurance that we can
continue to generate revenues, operate profitably, or provide a return on investment, or that we will successfully implement our business
and growth plans. An investment in our securities carries a high degree of risk and should be considered speculative by investors. Prospective
investors should consider any purchase of our securities in light of the risks, expenses and problems frequently encountered by all companies
in the early stages of their corporate development.

 We
may continue to incur substantial losses and negative operating cash flows and may not achieve or maintain positive cash flow or profitability
in the future.

 Our
financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets
and satisfy its liabilities in the ordinary course of business. Our future operations are dependent upon the identification and successful
completion of equity or debt financings and the continued achievement of profitable operations at an indeterminate time in the future.
There can be no assurances that we will be successful in completing equity or debt financings or in achieving profitability. The financial
statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would
be necessary should we be unable to continue as a going concern.

 Currency
exchange rates fluctuations could adversely affect our operating results.

 The
Company is exposed to the effects of fluctuations in currency exchange rates, Our functional currency is in Canadian dollars (CAD) and
our presentation currency is in US dollars (USD). Due to the currency exchange rates fluctuations between the two currencies, there is
a risk the company's operations and profitability may be affected during the translation. Currently the company does not have many
international transactions and the fluctuations are mostly limited to the financial statements currency translation adjustments relating
to the movements. The financial statements contain a line disclosing this translation amount.

 Our
operating results may be subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons
of successive quarters difficult.

 Seasons
and weather traditionally impact the real estate industry in the jurisdictions where we operate. Continuous poor weather or natural disasters
negatively impact listings and sales. Spring and summer seasons historically reflect greater sales periods in comparison to fall and
winter seasons. We have historically experienced lower revenues during the fall and winter seasons, as well as during periods of unseasonable
weather, which reduces the Company's operating income, net income, operating margins and cash flow.

 Real
estate listings precede sales and a period of poor listings activity will negatively impact revenue. Past performance in similar seasons
or during similar weather events can provide no assurance of future or current performance, and macroeconomic shifts in the markets we
serve can conceal the impact of poor weather or seasonality.

 Home
sales in successive quarters can fluctuate widely due to a wide variety of factors, including holidays, national or international emergencies,
the school year calendar's impact on timing of family relocations, interest rate changes, speculation of pending interest rate
changes and the overall macroeconomic market. Our revenue and operating margins each quarter will remain subject to seasonal fluctuations,
poor weather and natural disasters and macroeconomic market changes that may make it difficult to compare or analyze our financial performance
effectively across successive quarters.

 Our
growth strategy may not achieve the anticipated results.

 Our
future growth, profitability and cash flows depend upon our ability to successfully implement our growth strategy, which, in turn, is
dependent upon a number of factors, including our ability to:

 expand
 our customer base;

 increase
 and retain more qualified agents;

 expand
 into additional jurisdictions;

 support
 growth of existing customers;

 continued
 financial strength and health;

 diversify
 into additional related businesses;

 improve
 our technological capabilities;

 ensure
 skilled and well-trained employees and agents;

 enhance
 our platforms; and

 selectively
 pursue acquisitions.

 There
can be no assurance that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect.
Further, achieving these objectives will require investments which may result in short-term costs without generating any current revenue
and therefore may be dilutive to our earnings. We cannot provide any assurance that we will realize, in full or in part, the anticipated
benefits we expect our strategy will achieve. The failure to realize those benefits could have a material adverse effect on our business,
financial condition and results of operations.

 We
may be unable to effectively manage rapid growth in our business.

 We
anticipate that growth in demand for our services will place significant demands on our operational infrastructure. The scalability and
flexibility of our platform depends on the functionality of our technology and network infrastructure and its ability to handle increased
traffic and demand for bandwidth. We anticipate that growth in the number of customers using our platform and the number of requests
processed through our platform will increase the amount of data that we process. Any problems with the transmission of increased data
and requests could result in harm to our brand or reputation. Moreover, as our business grows, we will need to devote additional resources
to improving our operational infrastructure and continuing to enhance its scalability in order to maintain the performance of our platform.

 As
we grow, we will be required to continue to improve our operational and financial controls and reporting procedures and we may not be
able to do so effectively. Furthermore, some members of our management do not have significant experience managing a large national business
operation, so our management may not be able to manage such growth effectively. In managing our growing operations, we are also subject
to the risks of over-hiring and/or overcompensating our employees and over-expanding our operating infrastructure. As a result, we may
be unable to manage our expenses effectively in the future, which may negatively impact our gross profit or operating expenses.

 As
we continue to grow and develop the infrastructure of a public company, we must effectively integrate, develop and motivate a growing
number of new employees. In addition, we must preserve our ability to execute quickly, further developing our platform and implementing
new features and initiatives. As a result, we may find it difficult to maintain our corporate culture, which could limit our ability
to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to recruit and retain
personnel, to continue to perform at current levels or to execute on our business strategy effectively and efficiently.

 To
grow our business, we will continue to depend on relationships with third parties, such as insurance companies, financial institutions
and lenders.

 To
grow our business, we will continue to depend on relationships with third parties, such as insurance companies, financial institutions
and lenders. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources.
Our competitors may be effective in providing incentives to third parties to favor their products or services over ours. In addition,
acquisitions our partners by our competitors could result in a decrease in the number of our current and potential customers, as our
partners may no longer facilitate the adoption of our applications by potential customers. Although we do maintain a few fixed-term contracts
with lending partners, we cannot assure you that we can renew them once they expire, or we can renew them with the term we desire. Even
though our business does not substantially depend on any particular third-party lending partner, if we are unsuccessful in establishing
and maintaining our relationships with third parties, or if these third parties are unable or unwilling to provide services to us, our
ability to compete in the marketplace or to generate revenue could be impaired, and its results of operations may suffer. Even if we
are successful, we cannot be sure that these relationships will result in increased customer usage of its services or increased revenue.

 Our
insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial
condition and results of operations.

 Life
insurance statutes and regulations are generally designed to protect the interests of the public and policyholders. Those interests may
conflict with the interests of our shareholders. Federal and provincial insurance laws regulate all aspects of our Canadian insurance
business. Changes to federal or provincial statutes and regulations may be more restrictive than current requirements or may result in
higher costs, which could materially adversely affect our business, financial condition and results of operations. If the Office of the
Superintendent of Financial Institutions ("OSFI") determines that our corporate actions do not comply with applicable Canadian
law, Pineapple Insurance could face sanctions or fines, and be subject to increased capital requirements or other requirements. If OSFI
determines Pineapple Insurance is not receiving adequate support from Pineapple under applicable Canadian law, Pineapple Insurance may
be subject to increased capital requirements or other requirements deemed appropriate by OSFI.

 If
there are extraordinary changes to Canadian statutory or regulatory requirements, we may be unable to fully comply with or maintain all
required insurance licenses and approvals and the regulatory authorities could preclude or temporarily suspend us from carrying on some
or all of our insurance activities or impose fines or penalties on us, which could materially adversely affect our business, financial
condition and results of operations. We cannot predict with certainty the effect any proposed or future legislation or regulatory initiatives
may have on the conduct of our business.

 We
may be subject to fraudulent activity that may negatively impact our operating results, brand and reputation.

 Fraudulent
activity could negatively impact our operating results, brand, and reputation, and cause the use of our products and services to decrease.
We are subject to the risk of fraudulent activity associated with handling borrower or lending partner information. Our resources, technologies
and fraud detection tools may be insufficient to accurately detect and prevent fraud. A significant increase in fraudulent activities
could negatively impact our brands and reputation, discourage lending partners from collaborating with us, reduce the total amount of
loans originated by lending partners, and lead us to take additional steps to reduce fraud risk, which could increase our costs. High
profile fraudulent activity could even lead to regulatory intervention and may divert our management's attention and cause us to
incur additional expenses and costs. Although we have not experienced any material business or reputational harm as a result of fraudulent
activities in the past, we cannot rule out the possibility that fraudulent activities may materially and adversely affect our business,
financial condition, and results of operations in the future.

 We
may experience security breaches that could result in the loss or misuse of data, which could harm our business and reputation.

 We
operate in an industry that is prone to cyber attacks. Failure to prevent or mitigate security breaches and improper access to or disclosure
of our data or customer data, could result in the loss or misuse of such data, which could harm our business and reputation. The security
measures we have integrated into our internal networks and platform, which are designed to prevent or minimize security breaches, may
not function as expected or may not be sufficient to protect our internal networks and platform against certain attacks. In addition,
techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted
change frequently. As a result, we may be unable to anticipate these techniques or implement adequate preventative measures to prevent
an electronic intrusion into our networks.

 If
a security breach were to occur, as a result of third-party action, employee error, breakdown of our internal security processes and
procedures, malfeasance or otherwise, and the confidentiality, integrity or availability of our customers' data was disrupted,
we could incur significant liability to our customers, and our platform may be perceived as less desirable, which could negatively affect
our business and damage our reputation.

 Our
platform may be subject to distributed denial of service attacks ("DDoS"), a technique used by hackers to take an internet
service offline by overloading its servers, and we cannot guarantee that applicable recovery systems, security protocols, network protection
mechanisms and other procedures are or will be adequate to prevent network and service interruption, system failure or data loss. In
addition, computer malware, viruses, and hacking and phishing attacks by third parties are prevalent in our industry.

 Moreover,
our platform could be breached if vulnerabilities in our platform or third-party applications are exploited by unauthorized third parties
or due to employee error, breakdown of our internal security processes and procedures, malfeasance, or otherwise. Further, third parties
may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other
information or otherwise compromise the security of our internal networks and electronic systems in order to gain access to our data
or our customers' data. Since techniques used to obtain unauthorized access change frequently and the size and severity of DDoS
attacks and security breaches are increasing, we may be unable to implement adequate preventative measures or stop DDoS attacks or security
breaches while they are occurring.

 Any
actual or perceived DDoS attack or security breach could damage our reputation and brand, expose us to a risk of litigation and possible
liability and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the DDoS
attack or security breach. Some jurisdictions have enacted laws requiring companies to notify individuals and authorities of data security
breaches involving certain types of personal or other data and our agreements with certain customers and partners require us to notify
them in the event of a security incident. Any of these events could harm our reputation or subject us to significant liability, and materially
and adversely affect our business and financial results.

 Our
software systems may contain errors, defects or security vulnerabilities that could interrupt operations or materially impact our ability
to originate, monitor or service customer accounts or comply with contractual obligations.

 We
are dependent upon the successful and uninterrupted functioning of our computer and data processing systems and software including Pineapple Plus
as well as the customized software developed by us as part of our third-party underwriting services. These software and systems may contain
errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced
or when new versions or enhancements are released.

 The
failure or unavailability of these systems could interrupt operations or materially impact our ability to originate, monitor or service
customer accounts or comply with contractual obligations to third parties. If sustained or repeated, a system failure or loss of data
could negatively affect our operating results. In addition, we depend on automated software to match the terms of our liabilities and
asset maturities. If such software fails or is unavailable on a prolonged basis, we could be required to manually complete such activities,
which could have a material adverse effect on our business, financial condition and results of operations.

 Since
our customers use our services for decisions that are critical to their financial well-being, errors, defects, security vulnerabilities,
service interruptions or software bugs in our platform could result in losses to our customers. Customers may seek significant compensation
from us for any losses they suffer or cease conducting business with us altogether. Further, a customer could share information about
bad experiences on social media, which could result in damage to our reputation and loss of future sales. There can be no assurance that
provisions typically included in our agreements with our customers that attempt to limit its exposure to claims would be enforceable
or adequate or would otherwise protect us from liabilities or damages with respect to any particular claim. Even if not successful, a
claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage its reputation
and brand, making it harder for us to sell its solutions.

 If
we fail to protect the privacy and personal information of our customers, agents or employees, we may be subject to legal claims, government
action and damage to its reputation.

 Our
operations are dependent on our information systems and the information collected, processed, stored, and handled by these systems. We
rely heavily on our computer systems to manage our platform. Throughout our operations, we receive, retain and transmit certain confidential
information, including personally identifiable information that our customers provide to purchase services, interact with our personnel,
or otherwise communicate with us. In addition, for these operations, we depend in part on the secure transmission of confidential information
over public networks. Our information systems are subject to damage or interruption from power outages, facility damage, computer and
telecommunications failures, computer viruses, internet access failures, security breaches, including credit card or personally identifiable
information breaches, coordinated cyber-attacks, vandalism, catastrophic events and human error. Although we deploy a layered approach
to address information security threats and vulnerabilities, including ones from a cyber security standpoint, designed to protect confidential
information against data security breaches, a compromise of our information security controls or of those businesses with whom we interact,
which results in confidential information being accessed, obtained, damaged, or used by unauthorized or improper persons, could harm
our reputation and expose us to regulatory actions and claims from customers and other persons, any of which could adversely affect our
business, financial position, and results of operations. Because the techniques used to obtain unauthorized access, disable or degrade
service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may not be able to anticipate these
techniques or to implement adequate preventative measures. In addition, a security breach could require that we expend substantial additional
resources related to the security of information systems and disrupt our businesses.

 We
may need to develop new products and services and rapid technological change could harm our business, results of operations and financial
condition.

 We
operate in a competitive industry characterized by rapid technological change and evolving industry standards. Our ability to
attract new customers and generate revenue from existing customers will depend largely on its ability to anticipate industry
standards and trends, respond to technological advances in its industry, and to continue to enhance existing services or to design
and introduce new services on a timely basis to keep pace with technological developments and our customers' increasingly
sophisticated needs. The success of any enhancement or new services depends on several factors, including the timely completion and
market acceptance of the enhancement or new services. Any new service we develop or acquires might not be introduced in a timely or
cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. If any of our
competitors implements new technologies before we are able to implement them, those competitors may be able to provide more
effective services than us at lower prices. Any delay or failure in the introduction of new or enhanced services could harm our
business, results of operations and financial condition.

 Our
services are expected to embody complex technology that may not meet those standards, changes and preferences. Our ability to design,
develop and commercially launch new services depends on a number of factors, including, but not limited to, its ability to design and
implement solutions and services at an acceptable cost and quality, its ability to attract and retain skilled technical employees, the
availability of critical components from third parties, and its ability to successfully complete the development of services in a timely
manner. There is no guarantee that we will be able to respond to market demands. If we are unable to effectively respond to technological
changes, or fails or delays to develop services in a timely and cost-effective manner, its services may become obsolete, and we may be
unable to recover its development expenses which could negatively impact sales, profitability and the continued viability of its business.

 The
failure by us to sustain or increase its current level of mortgage origination from independent mortgage brokers could have a material
adverse effect on our business, financial condition and results of operations.

 Our
mortgage operations are dependent on a network of mortgage brokers. The mortgage brokers with whom we do business with are not contractually
obligated to do business with us. Further, our competitors also have relationships with the same brokers and actively compete with us
in our efforts to expand our broker network and originate mortgage loans. We may find it difficult to attract new mortgage business from
this network of brokers, or sustain current levels, to meet our needs. The failure by us to sustain or increase its current level of
mortgage origination from these sources could have a material adverse effect on our business, financial condition and results of operations.

 Increases
in interest rates may have an adverse effect on our business, financial condition and results of operations and on the amount of cash
available for dividends to shareholders.

 Rising
interest rates generally reduce the demand for credit, including mortgages, increase the cost of borrowing and may discourage potential
borrowers from purchasing new properties, refinancing their existing mortgages or obtaining cash to retire other debt. Consequently,
we may originate fewer mortgages, or a lower dollar amount of mortgages, in a period of rising interest rates. Increases in interest
rates may also cause a lack of liquidity among Pineapple's institutional investors, potentially reducing the number of mortgages
such purchasers would otherwise buy. Increases in interest rates may have an adverse effect on our business, financial condition and
results of operations and on the amount of cash available for dividends to shareholders. However, rising interest rates may also result
in a decrease in prepayments on mortgages, which could result in an increase in the number of mortgages under our administration which
would increase the amount of funds received from servicing these mortgages. We believe rising interest rates are currently at a stage
that is close to its maturity level and that core inflation is being contained with the prices of the goods such as groceries and natural
gas not decreasing. As a result, we believe that the Bank of Canada intends to bring core inflation down to a manageable level and is
looking at increasing the interest rates further. If the cycle is almost at maturity, as we believe it is, however, it may take six to
nine months to stabilize and possibly a year to return to pre-Covid 19 levels.

 In
periods of declining interest rates, prepayments on mortgages tend to increase as a result of borrowers taking advantage of lower interest
rates to refinance higher interest rate mortgages, or as a result of borrowers purchasing new properties and prepaying their existing
mortgages. However, a reduction in the number of mortgages under our administration would result in a decrease in the amount of funds
received from servicing these mortgages and may have an adverse effect on our business, financial condition and results of operations
and on the amount of cash available for dividends to shareholders.

 If
any of information from third parties is misrepresented and the misrepresentation is not detected before mortgage funding, the value
of the mortgage may be significantly lower than expected.

 Upon
originating a new mortgage application, we assess and determine which institutional or non- institutional mortgage provider would accept
the application. This application is then submitted as soon as practical for final approval and underwriting. These mortgages are then
deemed to be "placed" with said lending institution. We place the mortgages that we originate as soon as is practicable after
committing to the mortgages. Mortgage placements are made under agreements with institutional investors and securitization conduits which
are, in many respects, favorable to the mortgage purchaser. When placing mortgages, we make a variety of customary representations and
warranties regarding itself, our mortgage origination activities and the mortgages that are placed. These representations and warranties
survive for the life of the mortgages and relate to, among other things, compliance with laws, mortgage underwriting and origination
practices and standards, the accuracy and completeness of information in the mortgage documents and mortgage files, and the characteristics
and enforceability of the mortgages. In many cases, these provisions do not have any cure periods and are not subject to any materiality
threshold.

 Through
our mortgage origination and underwriting processes, we attempt to verify that our mortgages are originated and underwritten in accordance
with the applicable requirements and comply with representations and warranties made by us. There can be no assurance, however, that
we will not make mistakes or that certain employees or brokers will not deliberately violate our underwriting or other policies, and
breaches of representations and warranties may occur from time to time.

 When
we send mortgage originations to the lender partners to be funded, we rely heavily upon information supplied by third parties including
the information contained in the mortgage application, property appraisal, title information and employment and income documentation.
If any of this information is misrepresented and the misrepresentation is not detected before mortgage funding, the value of the mortgage
may be significantly lower than expected. Whether the mortgage applicant, the mortgage broker, another third party or one of our employees
makes a misrepresentation, we generally bear the risk of loss associated with the misrepresentation. A mortgage subject to a misrepresentation
may be unsaleable in the ordinary course of business or may be subject to repurchase or substitution if it is sold before detection of
the misrepresentation or may require us to indemnify the mortgage purchaser. The persons and entities that made a misrepresentation are
often difficult to locate and it may be difficult to collect from them any monetary losses we may have suffered. While we have controls
and processes designed to help it identify misrepresented information in its mortgage origination operations, there can be no assurance
these controls and processes have detected or will detect all misrepresented information.

 Global
economy risk may negatively impact our business operations and our ability to raise capital.

 The
mortgage financing industry in Canada continued to benefit from historically low and stable interest rates in the past as homeowners
took advantage of these rates with purchasing, repurchasing, and refinancing. Due to global inflationary pressures, Central banks all
over the world are adjusting the interest rates upward to address this. There is a risk that an increase in interest rates could slow
the pace of property sales and adversely affect growth in the mortgage market, which could adversely affect our operations and stated
growth initiatives. A decline in general economic conditions could also cause default rates to increase as creditworthiness decreases
for borrowers. This could have a material adverse effect on our business, financial condition and results of operations and on the amount
of cash available for dividends to shareholders.

 In
addition, there are economic trends and factors that are beyond our control, which may affect our operations and business. Such trends
and factors include adverse changes in the conditions in the specific markets for our services, the conditions in the broader market
for residential mortgages and the conditions in the domestic or global economy generally. Although our performance is affected by the
general condition of the economy, not all of its service areas are affected equally. It is not possible for management to accurately
predict economic fluctuations and the impact of such fluctuations on performance. There is no guarantee that the revenue, asset and profit
growth that we have historically generated will continue or that any of our targets for distributable cash or other performance expectations
will be achieved.

 The
volatility of global capital markets over the past several years has generally made the raising of capital by equity or debt financing
more difficult. We may be dependent upon capital markets to raise additional financing in the future. As such, we are subject to liquidity
risks in meeting its operating expenditure requirements and future cost requirements in instances where adequate cash positions are unable
to be maintained or appropriate financing is unavailable. These factors may impact the ability to raise equity or obtain loans and other
credit facilities in the future and on terms favorable to us and our management. If these levels of volatility persist or if there is
a further economic slowdown, our operations, our ability to raise capital and the trading price of our securities could be adversely
impacted.

 With
inflation now under control, the economic outlook in Canada has improved significantly. After peaking at 8.1% in mid-2022, inflation
has steadily declined and is currently within the Bank of Canada's target range of 2-3%. In response, the Bank of Canada reduced
the policy interest rate by 1.25% during 2024, bringing the rate down to 3.75%, with further reductions expected in the near future.
These reductions, combined with recent government initiatives such as the introduction of 30-year amortizations, an increased mortgage
insurance price cap of $2 million, and incentives for secondary suite construction, are creating a more favorable environment for Canadian
borrowers.

 The
decrease in interest rates has eased mortgage qualification requirements, improved affordability and boosting loan originations. Additionally,
government measures to unlock public land for affordable housing and encourage development through taxation of vacant land further contribute
to a positive outlook for the housing and mortgage markets. Pineapple Financial Inc. is well-positioned to leverage these favorable conditions,
supporting borrowers with innovative solutions and capitalizing on renewed growth opportunities in the housing sector.

 A
decline in the global macroeconomic outlook, including as a result of Russia's invasion of Ukraine and the threat, or outbreak
of more widespread armed conflict in Eastern Europe would cause financial market activity to continue to decrease, which could negatively
affect the Company's revenues.

 The
current year has been marked by significant market volatility and uncertainty. We believe that continued economic growth will be dependent
on a number of factors, including, but not limited to, the continued positive trajectory of the course of the pandemic, a moderation
of the pace of inflation and supply chain issues that developed during 2021, and the nature, magnitude, and duration of hostilities stemming
from Russia's invasion of Ukraine, including the effects of sanctions and retaliatory cyber attacks on the world economy and markets.
Beginning in November 2021, Russia began to amass troops along the Ukrainian border, heightening military tensions in Eastern Europe.
In February 2022, Russia sent troops into pro-Russian separatist regions in Ukraine. The U.S. and/or other countries, including Canada
and Israel may impose sanctions or other restrictive actions against governmental or other entities in Russia. The long-term impacts
of the conflict between these nations remains uncertain.

 Widespread
concern or doubts in the market about the pace or ability of normal economic activity to resume, the potential for prolonged conflict
in Ukraine or the broader outbreak of armed conflict in Eastern Europe, the pace, impact, or effectiveness of the actions by governments
and centrals banks intended to manage the rate of inflation through interest rate increases and the termination of the quantitative easing
program, or the efficacy or adequacy of government measures enacted to support the domestic and global economy, could erode the outlook
for macroeconomic conditions, economic growth, and business confidence, which could negatively impact the Company.

 The
current levels of volatility in global markets due to market participants' reactions to, and uncertainty surrounding, the magnitude
and timing of government and central bank action to be taken in response to heightened inflation, as well as Russia's invasion
of Ukraine. This volatility has resulted in a decline in the level of activity in the financial markets. Continued market volatility
or uncertainty related to actions taken or to be taken by central banks, a decline in the global macroeconomic outlook, including as
a result of Russia's invasion of Ukraine and the threat, or outbreak of more widespread armed conflict in Eastern Europe would
cause financial market activity to continue to decrease, which could negatively affect the Company's revenues. In addition, global
macroeconomic conditions and Canadian, Israeli and U.S. financial markets remain vulnerable to the potential risks posed by exogenous
shocks, which could include, among other things, political or social unrest or financial uncertainty in the United States and the European
Union, complications involving terrorism and armed conflicts around the world, or other challenges to global trade or travel.

 In
addition, the past outbreak of COVID-19, and any future emergence and spread of similar pathogens, could have a material adverse impact
on global economic conditions, which may adversely impact: the market price of the Common Shares, our operations, our ability to raise
debt or equity financing, and the operations of our business partners, contractors and service providers.

in regulatory legislation or the interpretation thereof, or the introduction of any new regulatory requirements could have a negative
effect on us and our operating results.

 We
are currently regulated under mortgage broker, lending and other legislation in all of the jurisdictions in which it conducts business
and is licensed or registered in those jurisdictions where licensing or registration is required by law. Changes in regulatory legislation
or the interpretation thereof, or the introduction of any new regulatory requirements could have a negative effect on us and our operating
results. There are different regulatory and registration requirements in each of the jurisdictions in Canada. We are registered in the
jurisdictions in which we conduct business, however, we may voluntarily seek additional registration in respect of its activities or
from time to time regulators may adopt a different view that may require us to seek additional registration. Failure to be appropriately
registered could result in enforcement action and potential interruption of certain of our servicing or other activities and may result
in a default under servicing agreements. This could have a material adverse effect on our business, financial condition and results of
operations.

 The
real estate brokerage industry is highly competitive which could have a material adverse effect on our business, financial condition
and results of operations..

 Our
products compete with those offered by banks, insurance companies, trust companies and other financial services companies. Some of these
competitors are better capitalized, hold a larger percentage of the Canadian mortgage market, have greater financial, technical and marketing
resources than we do and have greater name recognition than the Pineapple brand. We experience competition in all aspects of our business,
including price competition. If price competition increases, we may not be able to raise the interest rates we charge in response to
a rising cost of funds or may be forced to lower the interest rates that we are able to charge borrowers, which has the potential to
reduce the value of the mortgages we place with institutional mortgage purchasers or securitization vehicles. Price-cutting or discounting
may reduce profits. This could have a material adverse effect on our business, financial condition and results of operations and on the
amount of cash available for dividends to shareholders.

 A
failure in the demand for its services to materialize as a result of competition, technological change or other factors could have a
material adverse effect on our business, results of operations and financial condition.

 Market
opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant
uncertainty and are based on assumptions and estimates that may not prove to be accurate. Our estimates and forecasts relating to the
size and expected growth of its target market, market demand and adoption, capacity to address this demand, and pricing may prove to
be inaccurate. We must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from
other sources. A failure in the demand for its services to materialize as a result of competition, technological change or other factors
could have a material adverse effect on our business, results of operations and financial condition.

 Reputation
loss may result in decreased customer confidence and an impediment to our overall ability to advance its services with customers, thereby
having a material adverse impact on our financial performance, financial condition, cash flows and growth prospects.

 Reputational
damage can result from the actual or perceived occurrence of any number of events, and could include any negative publicity, whether
true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content
and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views,
whether true or not. Reputation loss may result in decreased customer confidence and an impediment to our overall ability to advance
its services with customers, thereby having a material adverse impact on our financial performance, financial condition, cash flows and
growth prospects.

 The
Company's intellectual property rights are valuable, and any failure or inability to protect them could adversely affect our
business.

 Our
commercial success depends to a significant degree upon its ability to develop new or improved technologies, instruments and services,
and to obtain patents and/or industrial designs, where appropriate, or other intellectual property rights or statutory protection for
these technologies and products in Canada and the United States. Despite devoting resources to the research and development of proprietary
technology, we may not be able to develop new technology that is patentable or protectable. Further, patents issued to us, if any, could
be challenged, held invalid or unenforceable, or be circumvented and may not provide us with necessary or sufficient protection or a
competitive advantage. Competitors and other third parties may be able to design around our intellectual property or develop a technology
forward platform similar to its platform that is not within the scope of such intellectual property. Our inability to secure its intellectual
property rights may have a materially adverse effect on its business and results of operations. It is imperative that appropriate licensing
agreements be negotiated with thirds parties to ensure protection of all applicable intellectual property.

 Prosecution
and protection of the intellectual property rights sought can be costly and uncertain, often involve complex legal and factual issues
and consume significant time and resources. The laws of certain countries may not protect intellectual property rights to the same extent
as the laws of Canada or the United States.

 We
depend on highly skilled personnel to grow and operate our business. If we are not able to hire, retain, and motivate our key
personnel, our business may be adversely affected.

 Our
success is currently largely dependent on the performance of its directors and officers. The loss of the services of any of these persons
could have a materially adverse effect on our business and prospects. There is no assurance we can maintain the services of its directors,
officers or other qualified personnel required to operate our business. As our business activity grows, we will require additional key
financial, administrative, and technology personnel as well as additional agents and operations staff. There can be no assurance that
these efforts will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill
sets increase. If we are not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could
be impaired, which could have an adverse impact on our operations and financial condition.

 It
may be difficult to enforce civil liabilities under Canadian securities laws.

 We
and/or our directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to
time in the ordinary course of its business, we may become involved in various legal proceedings, including commercial, employment and
other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming,
divert management's attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently
unpredictable, the results of any such actions may have a material adverse effect on our business, operating results or financial condition.

 We
have assets located outside of Canada, and therefore it may be difficult to enforce judgments obtained by the Company in foreign
jurisdictions by Canadian courts. Similarly, to the extent that our assets are located outside of Canada, investors may have
difficulty collecting from us any judgments obtained in Canadian courts and predicated on the civil liability provisions of
applicable securities legislation. Furthermore, we may be subject to legal proceedings and judgments in foreign jurisdictions and it
may be difficult for U.S. stockholders to effect service of process against the officers of the Company.

 Future
acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results
of operations and financial condition.

 If
appropriate opportunities present themselves, we may complete acquisitions that we believe are strategic. We currently have no understandings,
commitments or agreements with respect to any material acquisition and no other material acquisition is currently being pursued. There
can be no assurance that we will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions
with our current business. The process of integrating an acquired company or assets into the Company may result in unforeseen operating
difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development
of our business. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent
liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our
business, results of operations and financial condition.

 Failure
to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations
or cause us to fail to meet our reporting obligations.

 Effective
internal controls are necessary for us to provide reliable financial reports and to help prevent fraud. Although we will undertake a
number of procedures and will implement a number of safeguards, in each case, in order to help ensure the reliability of its financial
reports, including those imposed on us under Canadian securities law, we cannot be certain that such measures will ensure that we will
maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties
encountered in their implementation, could harm our results of operations or cause it to fail to meet its reporting obligations. If we
or our auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's
confidence in our consolidated financial statements and materially adversely affect the trading price of our Common Shares.

 Our
management will ensure the accounting cycle, payroll administration, operational activities, and financial reporting controls to assess
internal control risks and to ensure proper internal control is in place. The potential risk that flows from the identified deficiencies
and weaknesses is the risk of potential fraud. However, the risk of fraud is considered low as management anticipates taking a number
of measures as stated above to mitigate the potential risk of fraud, including without limitation: (i) all purchase and payment, including
payroll, must be authorized by management; (ii) all capital expenditures must be preapproved by management; (iii) all source documents
in any other language other than English must be translated and scanned for accounting entries and recordkeeping purposes; (iv) and almost
all of our cash will be deposited with a Canadian bank in Ontario, Canada. Bank statements will be reviewed by the CFO of Pineapple regularly.
Our management and Board will continue to monitor our operations of, evaluate the internal controls, and develop measures in the future
to mitigate any potential risks and weaknesses.

 Canada
does not have a system of exchange controls, and control of the Company by "non-Canadians" may be subject to review and further
government action.

 Canada
has no system of exchange controls. There are no Canadian governmental laws, decrees, or regulations relating to restrictions on the
repatriation of capital or earnings of the Company to non-resident investors. There are no laws in Canada or exchange control restrictions
affecting the remittance of dividends, profits, interest, royalties and other payments by the Company to non-resident holders of the
Common Shares.

 There
are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote
securities of the Company, except that the Investment Canada Act may require that a "non-Canadian" not acquire "control"
of the Company without prior review and approval by the Minister of Innovation, Science and Economic Development. The acquisition of
one-third or more of the voting shares of the Company would give rise a rebuttable presumption of the acquisition of control, and the
acquisition of more than fifty percent of the voting shares of the Company would be deemed to be an acquisition of control. In addition,
the Investment Canada Act provides the Canadian government with broad discretionary powers in relation to national security to review
and potentially prohibit, condition or require the divestiture of, any investment in the Company by a non-Canadian, including non-control
level investments. "Non-Canadian" generally means an individual who is neither a Canadian citizen nor a permanent resident
of Canada within the meaning of the Immigration and Refugee Protection Act (Canada) who has been ordinarily resident in Canada for not
more than one year after the time at which he or she first became eligible to apply for Canadian citizenship, or a corporation, partnership,
trust or joint venture that is ultimately controlled by non-Canadians.

 Risks
Related to Our Securities

 An
investment in our securities carries a high degree of risk and should be considered as a speculative investment.

 An
investment in our securities carries a high degree of risk and should be considered as a speculative investment. We have a limited history
of earnings, a limited operating history, have not paid dividends, and are unlikely to pay dividends in the immediate or near future.
The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently
encountered in connection with the establishment of any business. An investment in our securities may result in the loss of an investor's
entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment
should consider an investment our securities.

 The
market price of our Common Shares may be highly volatile, and you could lose all or part of your investment.

 The
trading price of our Common Shares is likely to be volatile.

 Our
stock price could be subject to wide fluctuations in response to a variety of other factors, which include:

 whether
 we achieve our anticipated corporate objectives;

 changes
 in financial or operational estimates or projections;

 termination
 of the lock-up agreement or other restrictions on the ability of our stockholders to sell shares after this offering; and

 general
 economic or political conditions in the United States or elsewhere.

 In
addition, the stock market in general has recently experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of these companies. Such rapid and substantial price volatility, including any stock run-up,
may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective
investors to assess the rapidly changing value of our Common Shares. This volatility may prevent you from being able to sell your Common
Shares at or above the price you paid for them. If the market price of our Common Shares after this offering does not exceed the offering
price, you may not realize any return on your investment in us and may lose some or all of your investment.

 We
may, in the future, issue additional Common Shares or other securities, which would reduce investors' percent of ownership and
dilute our share value.

 Future
sales or issuances of equity securities could decrease the value of the Common Shares, dilute shareholders' voting power and reduce
future potential earnings per Common Share. We may sell additional equity securities in subsequent offerings (including through the sale
of securities convertible into Common Shares) and may issue additional equity securities to finance our operations, acquisitions or other
business projects. We cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales
and issuances of equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of
equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares.
With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution
in our earnings per Common Share.

 Subject
to the terms of our Articles of Incorporation and Canadian securities law, we are not restricted from issuing additional Common Shares
or securities similar to the Common Shares, including any securities that are convertible into or exchangeable for, or that represent
the right to receive, Common Shares. The market price of the Common Shares could decline as a result of sales of Common Shares, sales
of other securities made after this offering, or as a result of the perception that such sales could occur. Because our decision to issue
securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate
the amount, timing or nature of any future offerings. Thus, holders of the Common Shares bear the risk of our future offerings reducing
the market price of the Common Shares and diluting their holdings in the Common Shares.

 Future
Equity Issuances and Digital-Asset-Linked Financings May Dilute Existing Shareholders and Affect the Market Price of Our Common Shares

 The
Company has entered into, and may in the future enter into, additional financing arrangements that could result in the issuance of a
substantial number of Common Shares. During fiscal 2025 and subsequent to year-end, Pineapple Financial Inc. completed a private placement
of subscription receipts under Project Indigo and granted warrants to Meteora Strategic Capital LLC, each of which may be exchangeable
or exercisable for Common Shares once specified escrow and regulatory conditions are met. If all such securities are converted or exercised,
the number of outstanding Common Shares would increase materially, resulting in dilution of existing shareholders' voting and economic
interests.

 In
addition, the Company has entered into an Equity Purchase Agreement with White Lion Capital LLC for a discretionary equity line of credit
of up to US $250 million. Although the facility has not yet been registered with the SEC and no shares have been issued, the Company
may, upon effectiveness of a registration statement and subject to market conditions, sell shares to White Lion Capital from time to
time. Any such sales could create downward pressure on the market price of the Company's Common Shares, particularly if large volumes
are issued or perceived to be available for resale.

 While
these arrangements strengthen liquidity and support the Company's growth initiatives, they also expose shareholders to potential
future dilution and share-price volatility. The market price of the Company's Common Shares may fluctuate based on expectations
regarding the timing, scale, or pricing of any future equity issuances under these or similar facilities.

 Digital-Asset
Treasury and Market-Value Volatility Could Adversely Affect Our Financial Position and Liquidity

 As
part of its long-term capital strategy, the Company established a Digital Asset Treasury (DAT) that includes holdings of Injective (INJ)
tokens acquired in connection with the Project Indigo private placement and other related transactions. While these assets are intended
to generate on-chain yield and support future digital-finance initiatives, they expose the Company to risks not typically associated
with traditional financial instruments.

 The
market for digital assets such as INJ is highly volatile and subject to rapid and material fluctuations in value due to regulatory changes,
technology vulnerabilities, network-level disruptions, and shifts in market sentiment. A significant decline in INJ token prices could
reduce the carrying value of the Company's digital-asset holdings and collateral base, potentially resulting in impairment charges
or the need to post additional collateral under certain custodial or trading arrangements.

 In
addition, portions of the Company's INJ assets are held in escrow and staking programs administered by third-party asset managers.
The Company's access to these assets is therefore limited until escrow-release conditions are satisfied and may also be restricted
by lock-up or yield-program requirements. Any delays, contractual restrictions, or security incidents affecting these custodial arrangements
could adversely impact the Company's liquidity and ability to deploy funds for operations or growth initiatives.

 Although
management has implemented procedures to monitor counterparty, custody, and market-price risk, there can be no assurance that such measures
will prevent losses or liquidity constraints arising from future market volatility or regulatory developments affecting digital-asset
markets.

 We
have never paid dividends on our Common Shares and we do not anticipate paying any dividends in the foreseeable
future.

 To
date, we have not paid any dividends on our outstanding Common Shares and do not currently have a policy with respect to the payment
of dividends or other distributions. We do not currently pay dividends and do not intend to pay dividends in the foreseeable future.
Any decision to pay dividends on the Common Shares of the Company will be made by the Board on the basis of the Company's earnings,
financial requirements and other conditions. See "Dividend Policy".

 We
are an "emerging growth company," and any decision on our part to comply only with certain reduced reporting and disclosure
requirements applicable to emerging growth companies could make our Common Shares less attractive to investors.

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act. For as long as we continue to be an "emerging
growth company," we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies
that are not "emerging growth companies," including, but not limited to, not being required to have our independent registered
public accounting firm audit our internal control over financial reporting under Section 404, reduced disclosure obligations regarding
executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved. We could be an "emerging growth
company" until the fifth anniversary of the fiscal year end date following the completion of this offering, however, our status
would change more quickly if we have more than US$1.235 billion in annual revenue, if the market value of our Common Shares held by non-affiliates
equals or exceeds US$700 million as of June 30 of any year, or we issue more than US$1.0 billion of non-convertible debt over a three-year
period before the end of that period.

 Investors
could find our Common Shares less attractive if we choose to rely on these exemptions. If some investors find our Common Shares less
attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our Common Shares and
our share price may be more volatile.

 For
as long as we are an "emerging growth company", our independent registered public accounting firm will not be required to
attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. We could be an "emerging
growth company" until the fifth anniversary of the fiscal year end date following the completion of this offering. An independent
assessment of the effectiveness of our internal controls could detect problems that our management's assessment might not. Undetected
material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation.

 If
we identify material weaknesses in our internal control over financial reporting, or if we are unable to comply with the requirements
of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered
public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when
required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities
could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed,
the SEC, or other regulatory authorities, which could require additional financial and management resources.

 We
are a "smaller reporting company" and, even if we no longer qualify as an emerging growth company, we may still be subject
to reduced reporting requirements.

 Additionally,
we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market
value of our Common Shares held by non-affiliates does not equal or exceed $250 million as of the prior June 30th; or (ii) our
annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such
reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or
impossible.

 If
we fail to maintain compliance with the continued listing requirements of the NYSE American, the Common Shares may be delisted from the
NYSE American, which would result in a limited trading market for our Common Shares and make obtaining future debt or equity financing
more difficult for the Company.

 There
is no assurance that we will be able to continue to maintain our compliance with the NYSE American continued listing requirements.
The closing price of our Common Shares on November 28, 2025 as reported by the NYSE American was $3.44. A company
listed on NYSE American need to have $1.00 minimum share closing price for a period of 30 consecutive trading days in order to meet
NYSE American listing standards. If we fail to do so, our securities would cease to be eligible for trading on the NYSE American and
they would likely be traded on the over-the-counter markets. As a result, selling our securities could be more difficult because
smaller quantities of shares or warrants would likely be bought and sold, transactions could be delayed, and security
analysts' coverage of us may be reduced. In addition, in the event our securities are delisted, broker-dealers would bear
certain regulatory burdens which may discourage broker-dealers from effecting transactions in the securities and further limit the
liquidity of the securities. These factors could result in lower prices and larger spreads in the bid and ask prices for the
securities. Such delisting from the NYSE American and continued or further declines in the share price of the securities could also
greatly impair our ability to raise additional necessary capital through equity or debt financing and could significantly increase
the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.

 If
our Common Shares were to be delisted from the NYSE American, they may become subject to the SEC's "penny stock" rules.

 The
closing price of our Common Shares on November 28, 2025 as reported by the NYSE American was $3.44. A company listed on
NYSE American need to have $1.00 minimum share closing price for a period of 30 consecutive trading days in order to meet NYSE
American listing standards. Delisting from the NYSE American may cause the securities of the Company to become subject to the
SEC's "penny stock" rules. The SEC generally defines a penny stock as an equity security that has a market price
of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. One such exemption is
to be registered on a national securities exchange, such as the NYSE American. Therefore, if the Common Shares were to be delisted
from the NYSE American, the securities of the Company could become subject to the SEC's "penny stock" rules. These
rules require, among other things, that any broker engaging in a purchase or sale of our securities provide its customers with: (i)
a risk disclosure document, (ii) disclosure of market quotations, if any, (iii) disclosure of the compensation of the broker and its
salespersons in the transaction, and (iv) monthly account statements showing the market values of our securities held in the
customer's accounts. A broker would be required to provide the bid and offer quotations and compensation information before
effecting the transaction. This information must be contained on the customer's confirmation. Generally, brokers are less
willing to effect transactions in penny stocks due to these additional delivery requirements. These requirements may make it more
difficult for shareholders to purchase or sell the Common Shares of the Company. Since the broker, not us, prepares this
information, we would not be able to assure that such information is accurate, complete or current.

 Substantial
Future Sales or Issuances of Common Shares, and Digital-Asset-Backed Financings, Could Cause the Market Price of Our Common Shares to
Decline

 Subsequent
to the fiscal year ended August 31, 2025, the Company entered into several strategic financing and digital-asset-treasury arrangements
designed to strengthen liquidity, diversify capital sources, and advance its digital-finance initiatives. The principal transactions
are summarized below.

 1.
 Private Placement

 On
September 4, 2025, the Company closed a US $100 million private placement with certain accredited investors under a Placement Agency
Agreement with D. Boral Capital LLC. A total of 24,642,700 subscription receipts were issued at an offering price of $3.80 per subscription receipt, with respect to
certain purchasers, and $4.16 per subscription receipt with respect to certain purchasers, each exchangeable for one Common Share upon satisfaction of escrow-release conditions, including (i) SEC
effectiveness of a Form S-1 resale registration statement, (ii) shareholder approval — which was obtained on October 31, 2025
— and (iii) NYSE American listing confirmation.

 Proceeds,
consisting of both cash and Injective (INJ) tokens, are held in escrow with Odyssey Transfer & Trust Company and Canary Capital Group
LLC pursuant to a Subscription Receipt Agreement and related Asset Management Agreements. Upon escrow release, a portion of the funds
will be allocated to working capital and digital-asset-treasury management under the Company's Injective Digital Asset Treasury
("DAT") initiative.

 2.
 Meteora Warrants

 In
connection with the private placement, the Company granted 1,039,346 five-year warrants to Meteora Strategic Capital LLC, exercisable
at US $3.80 per share.

Full exercise of the Meteora warrants would generate approximately US $3.9 million in gross proceeds and represent about 6 percent
of current outstanding shares (3 percent of post-conversion totals).

 3.
 White
 Lion Capital LLC Equity Purchase Agreement

 On
September 4, 2025, the Company entered into a Common Stock Purchase Agreement with White Lion Capital LLC, providing a discretionary
Equity Line of Credit (ELOC) of up to US $250 million over a 24-month period.

 The
agreement permits, but does not obligate, the Company to sell newly issued Common Shares to White Lion at prevailing market prices, subject
to SEC registration and customary volume limitations. As of the date of this filing, no shares have been issued, no proceeds received,
and the agreement has not yet been registered with the SEC. Accordingly, the facility is not included in the Company's current
dilution or capital-exposure analysis.

 Aggregate
Potential Share Issuances

 The
following table summarizes potential issuances arising from existing equity-linked instruments as of August 31, 2025.

 The
White Lion ELOC is excluded as it remains unregistered and inactive.

 Source / Instrument

 Max Shares Issuable (approx.)

 Assumed Issue Price (US $)

 Potential Gross Proceeds (US $ millions)

 % of Current O/S ( 16 M)

 % of Post-Issue Total

 Subscription Receipts

 24,642,700

 4.06

 100.0

 %

 %

 Meteora Warrants

 1,039,346

 3.80

 3.9

 %

 %

 Total Potential Issued / Secured

 25.7 M

 —

 103.9 M

 %

 %

Commentary

believes these equity-linked financings collectively enhance liquidity and position the Company for long-term growth while maintaining
prudent capital-structure discipline. The Company will continue to prioritize non-dilutive financing options and intends to activate
the White Lion ELOC only after SEC registration is effective and market conditions are favorable. Together with the Injective Digital
Asset Treasury program, these initiatives provide a balanced framework for supporting growth and strategic investments while preserving
shareholder value.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
IC. CYBERSECURITY

 The
Company maintains policies and procedures designed to identify, assess, and manage cybersecurity risks that could affect its business
operations, customer data, or information systems. These controls include use of third-party security software, multi-factor authentication,
restricted administrative access, periodic penetration testing, and employee awareness training.

oversees cybersecurity risk as part of the Company's broader enterprise risk-management program, and reports periodically to the
Board of Directors on cybersecurity preparedness and incident response planning. The Company also engages qualified third-party service
providers to monitor its network and maintain compliance with applicable privacy and data-protection regulations.

 As
of the date of this report, the Company has not identified any cybersecurity incidents or risks that have materially affected its business
strategy, results of operations, or financial condition. The Company continues to evaluate and enhance its information-security posture
as threats evolve.

 ITEM
2. PROPERTIES

 Our
principal executive offices are located at Unit 200, 111 Gordon Baker Road, North York, Ontario M2H 3R1. The Company leases all its office
premises in Ontario, Canada. The Company extended the current premises of 4,894 sq. ft. lease to January 1, 2030 and acquired additional
premises of 8,368 square feet adjacent to the current office premises with the same landlord. The additional premises lease also expires
on January 1, 2030. The total area of use by The Company is 13,262 sq. ft. The Company recognized a right-of-use asset and corresponding
lease liability in respect of this lease. We believe that our current office space will be adequate for the foreseeable future.

 In addition to its Ontario offices, the Company previously
leased premises located at Unit #601, 2950 Glen Drive, Coquitlam, British Columbia, under a five-year lease that commenced August 1, 2023.
On August 21, 2025, the Company executed a Lease Surrender Agreement with the landlord, providing for the surrender and termination of
the lease effective July 31, 2025. Under the agreement, the Company delivered vacant possession of the premises, surrendered all rights
under the lease, and paid a surrender fee of $24,875.75 plus applicable taxes. The landlord accepted the early surrender subject to the
terms outlined in the agreement.

 Our registered and records office is located at 67 Mowat Avenue, Suite
122, Toronto, Ontario M6K 3E3

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 On
June 2025, Centurion One Capital Corp., Kia Besharat, and Break Point Ventures Ltd. commenced a civil proceeding in the Ontario Superior
Court of Justice (Court File No. CV-25-00744393-0000) against Pineapple Financial Inc. The claim relates to alleged fees and compensation
under two consulting and advisory agreements: the March 1 2022 Consulting Agreement with Mr. Kia Besharat and the January
10 2024 Financial Advisory Services Agreement with Centurion One Capital Corp.

 The
Company has filed a Statement of Defense dated July 10 2025, denying all allegations and asserting that both agreements were
properly terminated in November 2024 following repudiation by the plaintiffs. Pineapple maintains that all amounts owing under the
contracts were fully settled prior to termination, that no referral or advisory fees are payable, and that the plaintiffs are not
entitled to any additional relief, including oppression or unjust-enrichment claims

 Statement
of Defense

.

believes that this matter is without merit and intends to vigorously defend the action. At this time, the Company does not expect the
outcome of this proceeding to have a material adverse effect on its business, financial condition, or results of operations.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common shares are listed on the NYSE American under the symbol "PAPL."

 Shareholders

 As
of November 28, 2025, we had 99 shareholders of record. This does not include shares held in the name of a broker, bank, or other
nominees (typically referred to as being held in "street name").

 Dividend
Policy

 We
have not, since the date of our incorporation, declared or paid any dividends or other distributions on our Common Shares, and do not
currently have a policy with respect to the payment of dividends or other distributions. We do not currently pay dividends and do not
intend to pay dividends in the foreseeable future. The declaration and payment of any dividends in the future is at the discretion of
the Board and will depend on numerous factors, including compliance with applicable laws, financial performance, working capital requirements
of the Company and its subsidiaries, as applicable and such other factors as its directors consider appropriate.

 Unregistered
Sales of Equity Securities

 On September 2, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the
Company sold and issued, in a private placement offering, Subscription Receipts of the Company at an offering price of $3.80 per Subscription
Receipt with respect to certain purchasers, and $4.16 per Subscription Receipt, with respect to certain purchasers. Purchasers tendered,
at the election of each Purchaser, U.S. dollars or INJ tokens to the Company as consideration for the Subscription Receipts. Each Subscription
Receipt is exchangeable for one Common Share upon meeting the Escrow Release Conditions.

 ITEM
6. [RESERVED]

 Not
applicable.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

 Please
read the following management's discussion and analysis of our financial condition and results of operations, along with our consolidated
financial statements and the related notes and other information included in this Annual Report on Form 10-K. It is important to note
that this discussion and analysis contain forward-looking statements with certain risks and uncertainties. These risks and uncertainties
could cause our results to differ materially from anticipated in these forward-looking statements. You can find more information about
these risks and uncertainties under the heading "Special Note Regarding Forward-Looking Statements" in Part I and elsewhere
in this Form 10- K.

 Special
Note Regarding Forward-Looking Statements

 This
Form 10-K includes forward-looking statements that entail potential risks and uncertainties. These statements are usually identified
by the use of specific terminology such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict," "project,"
"should," "target," "will," "would" and other comparable terminology. All the statements
in this Form 10-K that are not about historical facts, including those related to our future operations, financial position, Revenue,
projected costs, strategy, plans, management objectives, and expected market growth, are forward-looking. While reading this Form 10-K,
you should know that these statements do not guarantee our performance or results. They include known and unknown risks, uncertainties,
and assumptions, as mentioned under the "Risk Factors" section in this Form 10-K. We believe that these forward- looking
statements are based on reasonable assumptions. Still, you must be aware that many factors, including those mentioned under the "Risk
Factors" section in this Form 10-K, could affect our financial results or operations and cause actual results to differ from those
stated in the forward-looking statements. These statements were made as of the date of this Form 10-K, and we are not obligated to update
or revise any forward-looking statements made here to reflect any change in our expectations or any change in events, conditions, or
circumstances on which these statements are based. All written or oral forward-looking statements made by us or on our behalf are qualified
by the cautionary statements mentioned in this Form 10-K.

 Objective

 In
this section, we provide an analysis of the Company's financial condition, cash flows, and results of operations from management's
perspective. We recommend you read this with the consolidated financial statements and notes in Part II, Item 8 of this Annual Report
on Form 10K.

 Executive

 We
are a fintech company based in Ontario, Canada. Our tech-driven businesses are focused on mortgages and insurance. Our goal is to provide
clients with an industry-leading experience through our trusted digital solutions that are simple and fast.

 Recent
Developments

 Business
Trends

 Throughout fiscal 2025, the Canadian mortgage market
continued to adjust following the Bank of Canada's multi-stage monetary policy easing that began in mid-2024. The Bank reduced its
benchmark overnight rate by a cumulative 225 basis points through September 2025, helping to stabilize borrowing costs and gradually improve
affordability in several regional housing markets. While these rate reductions provided meaningful relief to borrowers, overall mortgage
origination volumes remained below pre-2022 levels due to lingering affordability constraints, limited housing supply, and sustained lender
prudence.

 Within this environment, renewal and refinance activity
continued to represent a larger proportion of total mortgage transactions, while new-purchase originations grew at a more measured pace.
Despite these headwinds, Pineapple Financial Inc. remained resilient and continued to expand its operational footprint.

 The Company also advanced its
technology capabilities through continued development of its proprietary Pineapple Plus platform, including upgraded workflow automation
tools, enhanced CRM features, and integrated insurance and financial-product modules. These improvements contributed to higher productivity
per agent and stronger client engagement, even in a subdued housing market. In addition, the Company's investments in data-driven
marketing and digital lead-generation tools supported stable fee-based revenues during the year.

 Early fourth-quarter indicators
reflected increased application activity and lead generation driven primarily by renewal and refinance transactions, positioning the Company
to benefit from a gradual recovery in mortgage activity as interest rates normalize and borrower confidence continues to improve heading
into fiscal 2026.

of the Year Ended August 31, 2025.

the fiscal year ended August 31, 2025, we generated approximately $1.599 billion in residential mortgage loan originations, compared
to $1.529 billion in the prior fiscal year ended August 31, 2024. This represents an increase of $70 million, or approximately 4.6 percent
year over year, driven primarily by higher renewal and refinance volumes, improved broker productivity, and continued adoption of our
Pineapple Plus digital platform.

 Our
net loss for the year ended August 31, 2025, was approximately $3.538 million, compared to a net loss of $4.093 million for the prior
fiscal year. The year-over-year improvement in net loss primarily reflects higher funded mortgage volumes, efficiency gains from technology
investments, and disciplined cost management, partially offset by continued expenditures in platform development, compliance enhancements,
and strategic growth initiatives.

 Key
Performance Indicators

 As
part of our business operations, we closely track several key performance indicators (KPIs) that help us measure our performance. We
can evaluate our ability to generate revenue by monitoring our loan production KPIs and comparing our performance to the mortgage origination
market. Additionally, we use KPIs related to our technology setup and underwriting processes to assess our performance further.

 Year
 ended August 31,

 2025

 2024

 2023

 Mortgage
 volume

 1,598,776,840

 1,528,926,510

 1,398,464,338

 Gross
 billing

 17,431,300

 16,264,172

 15,026,896

 Commission
 expense

 15,826,657

 14,895,885

 13,931,836

 Net
 sales revenue

 1,604,644

 1,368,287

 1,095,060

 197,852

 -

 -

 Underwriting
 revenue

 125,828

 153,757

 148,080

 Subscription
 revenue

 750,042

 738,697

 736,708

 Other
 income

 308,458

 428,246

 522,416

 Our
sources of revenue include commissions from lenders, underwriting revenue, membership fees from mortgage agents, and other income.

 Gross
Billing:

 The Company earns revenue from its mortgage brokerage
operations based on commissions received from financial institutions with whom it has contractual arrangements. Gross billing represents
the total commission earned from lending institutions on funded mortgage transactions. As the Company engages licensed mortgage agents
and brokers who are responsible for originating and closing mortgage transactions, a significant portion of the gross billing is paid
out as commissions and referral fees to those agents. Accordingly, the Company presents revenue on a net basis, calculated as gross billing
less commissions and payouts to mortgage agents, as the Company acts as an agent in these arrangements.

 Under ASC 606, Revenue from
Contracts with Customers, the Company evaluates each contract to identify performance obligations, determine the transaction price, allocate
the transaction price to the performance obligations, and recognize revenue when control of the promised service is transferred to the
customer.

 For each mortgage transaction,
revenue is recognized when:

 A
 binding contract exists between the borrower, the mortgage agent, and the lending institution;

 The
 Company provides access to, and support through, its technology platform to facilitate the
 mortgage transaction;

 The
 mortgage loan is funded by the lender; and

 The
 Company's commission from the lender becomes fixed and collectible.

 The Company's performance
obligation is satisfied at a point in time, when the mortgage is funded and all platform-related services for that transaction have been
completed. Revenue is measured as the net amount retained by the Company after remitting the applicable commission and referral fees to
mortgage agents and sub-brokers.

 This net revenue reflects the Company's role as an intermediary
providing technology infrastructure, compliance oversight, and workflow support, rather than acting as the primary obligor in the mortgage
funding transaction.

 Subscription
Revenue:

 Users
access and use our technology platform, Pineapple Plus, for a flat monthly service fee of $145.00 In exchange for this fee, users of Pineapple Plus
have access to a network management system that allows them to perform back- office procedures more efficiently and effectively. This
platform will enable them to process the deal described above prepare, and complete the package for submission to be funded by the financial
institution. We have a strong user base, which has experienced significant growth since our inception. Revenue is recognized at the beginning
of the month when a user is invoiced and pays the fee.

 Underwriting
Fee:

 Users
can optionally use our expert risk pre-assessment service, which assists them in pre-underwriting their loans before submission to a
lender for approval and funding. This service significantly reduces the time for the lender partners' assessment of the deal. For
mortgages of $179,575 and less, we charge an underwriting fee of $251; for mortgages greater than $179,575, the Company charges an underwriting
fee of $359. The Company has undertaken a special program to educate and inform users of this service in further detail. Approximately
40% of the deals originated by users are using this service. This program is intended to further increase the number of deals and improve
the services offered.

 Insurance commission Revenue:

 The Company earns insurance commission revenue through Pineapple Insurance,
which acts as a broker for third-party insurance carriers. When customers purchase insurance policies through our platform, the Company
receives commissions from the insurance providers based on premiums written. The Company acts as a principal in these transactions because
it is responsible for sourcing customers, facilitating the placement of insurance products, and managing the full service process. Commission
revenue is recognized at the point in time when the underlying insurance policy becomes effective and our performance obligations are
satisfied. Insurance commission revenue is presented net of referral fees, agent commissions, and other consideration payable to mortgage
agents or third-party partners, as these amounts represent direct transaction-related costs. Renewal commissions are recognized only when
they become fixed and determinable based on confirmation from the insurance carriers.

 Other
Income:

 Other
income includes a technology setup fee and sponsorship fee.

 Components
of operating expenses

 Our
operating expenses, as presented in the statement of operations data, include salaries, commissions and team member benefits, general
and administrative expenses, marketing and advertising expenses, and others.

 Salaries
and commissions and team member benefits

 All
payroll expenses include our team members' salaries, commissions, and benefits.

general and administrative expenses

general and administrative expenses include software subscriptions, license fees, professional services, marketing expenses, and other
operating expenses.

compensation

compensation comprises equity awards and is measured and expensed accordingly under Accounting Standards Codification ("ASC")
718 Compensation—Stock Compensation.

 Comparison
of the years ended August 31, 2025 and 2024

 2025
 ($)

 2024
 ($)

 ($)

 %

 2,986,823

 2,688,987

 297,836

 11.08

 Expenses

 Selling, general and administrative

 2,253,944

 2,382,225

 (128,281
)

 (5.38
)

 Advertising and Marketing

 669,482

 860,047

 (190,565
)

 (22.16
)

 Salaries, wages and benefits

 1,645,024

 2,436,783

 (791,759
)

 (32.49
)

 Interest expense and bank charges

 336,115

 93,472

 242,643

 259.59

 862,104

 838,843

 23,261

 2.77

 Share-based compensation

 -

 Government incentive

 (70,555
)

 (97,646
)

 27,091

 (27.74
)

 Loss on disposal of asset

 3,596

 -

 3,596

 Total expense

 5,934,716

 6,513,724

 (578,008
)

 (8.89
)

 Loss from operations

 (2,947,893
)

 (3,824,737
)

 876,844

 (22.93
)

 (Loss) Gain on extinguishment of liability

 -

 (156,339
)

 156,339

 Foreign exchange gain (loss)

 10,133

 (38,836
)

 48,969

 (126.09
)

 Gain(loss) on change in fair value of warrant liability

 (608,537
)

 63,769

 (672,306
)

 (1,054.28
)

 Gain(loss) on change in fair value of conversion feature liability

 -

 76,543

 (76,543
)

 (100.00
)

 Accretion expense

 -

 (223,059
)

 223,059

 Financing cost – Warrant issue

 (164,280
)

 -

 (164,280
)

 (100.00
)

 Other income

 72,113

 -

 72,113

 Net loss

 (3,638,465
)

 (4,102,659
)

 464,194

 (11.31
)

 Gross
billings increased from $16.264 million for the fiscal year ended August
31, 2024, to $17.431 million for the fiscal year ended August 31, 2025, representing a year-over-year increase of approximately 7.18%.
This growth was primarily driven by a moderate recovery in mortgage origination activity, improved renewal and refinance volumes, and
higher agent productivity. The Bank of Canada's continued monetary easing, reducing the policy rate from 5.00% in mid-2024 to 3.25%
by August 31, 2025, contributed to improved affordability and renewed consumer confidence, though housing market activity remained below
pre-2022 levels.

 Revenue for the year ended August 31, 2025 was $2.987 million, compared to $2.689
million for the year ended August 31, 2024, representing an increase of $297,836, or 11.08% year-over-year. The increase was primarily
driven by stronger net mortgage-brokerage revenue, supported by higher funded volumes and improved agent productivity. Subscription revenue
and underwriting fees remained stable, reflecting continued adoption and usage of the Company's Pineapple Plus platform. The overall
growth in revenue demonstrates the resilience of the Company's core operations despite ongoing softness in the Canadian real estate
market and tighter lending conditions.

 Cost
of Gross Billing

 The cost of gross billing, represented primarily by commission expense, increased
from $14.896 million in fiscal 2024 to $15.827 million in fiscal 2025, reflecting a 6.25% increase year-over-year. This increase was consistent
with higher funded mortgage volumes and the Company's strategic focus on supporting high-volume agents. While these agents typically
operate at lower commission margins, they generate higher overall transaction throughput, leading to higher aggregate commission payouts.

 The
Company continues to balance growth in gross billings with disciplined cost management through enhanced automation, centralized underwriting,
and agent-performance analytics to improve profitability margins over time.

General and Administrative Expenses.

 The
breakdown of selling, general and administrative expenses are as follows:

 2025
 ($)

 2024
 ($)

 ($)

 %

 Software subscription

 747,234

 898,870

 (151,636
)

 (16.87
)

 Office and general

 206,180

 199,756

 6,424

 3.22

 Professional fee

 291,084

 414,482

 (123,398
)

 (29.77
)

 Dues and subscription

 612,476

 269,106

 343,370

 127.60

 Rent

 210,206

 207,560

 2,646

 1.27

 Consulting fee

 58,890

 62,598

 (3,708
)

 (5.92
)

 Travel

 33,289

 160,643

 (127,355
)

 (79.28
)

 Donations

 7,449

 (6,661
)

 (89.42
)

 Lease expense

 1,805

 71,148

 (69,343
)

 (97.46
)

 91,993

 90,613

 1,380

 1.52

 2,253,944

 2,382,225

 (128,281
)

 (5.38
)

General and Administrative ("SG&A") Expenses

general, and administrative ("SG&A") expenses decreased by $128,281, or 5.38%, from $2,382,225 for the fiscal year ended
August 31, 2024, to $2,253,944 for the fiscal year ended August 31, 2025. The reduction reflects the Company's continued focus
on prudent cost management and operational efficiency while maintaining robust support for its national mortgage network and technology-driven
growth initiatives. Management implemented targeted efficiency measures, particularly in software, administrative overhead, and travel,
without compromising business effectiveness or service quality.

 Software
Subscription

 Software
subscription expenses decreased by $151,636, or 16.87%, to $747,234 in fiscal 2025, primarily reflecting the optimization of technology
infrastructure and the consolidation of third-party software tools into the Company's proprietary Pineapple Plus platform. This
reduction demonstrates the Company's strategic progress toward self-sufficiency and reduced reliance on external software providers.

 Office
and General

 Office
and general expenses increased by $6,424, or 3.22%, to $206,180 for fiscal 2025, reflecting modest increases in administrative expenditures
associated with operational support and office-related costs.

 Professional
Fees

 Professional
fees decreased by $123,398, or 29.77%, to $291,084, due to reduced reliance on external advisors following the completion of post-IPO
regulatory and compliance activities. The Company has continued to strengthen internal accounting and legal functions to maintain cost
efficiency while ensuring regulatory compliance.

 Dues
and Subscriptions

 Dues
and subscriptions increased by $343,370, or 127.60%, to $612,476 in fiscal 2025. This increase primarily reflects higher listing and
regulatory compliance costs associated with maintaining the Company's NYSE American listing, as well as expanded use of data-analytics
subscriptions supporting the Pineapple Plus platform.

 Rent

 Rent
expense remained consistent, rising slightly by $2,646, or 1.27%, to $210,206, reflecting stable lease terms and effective space-utilization
management.

 Consulting
Fees

 Consulting
fees decreased marginally by $3,708, or 5.92%, to 58,890, as the Company continues to transition project-based consulting functions to
in-house resources.

 Travel

 Travel
expenses declined significantly by $127,355, or 79.28%, to $33,289, as management prioritized virtual engagement and implemented cost
controls for non-essential travel.

 Donations

 Donations
decreased by $6,661, or 89.42%, to $788, reflecting the Company's ongoing focus on cost efficiency and resource reallocation toward
growth and technology investments.

 Lease
Expense

 Lease
expenses decreased by $69,343, or 97.46%, to $1,805, following the expiration of prior-year short-term lease commitments.

expenses increased slightly by $1,380, or 1.52%, to $91,993, due to normal fluctuations in annual premiums and policy renewals.

 Expenses

 2025

 ($)

 2024

 ($)

 ($)

 %

 Advertising and marketing

 669,482

 860,047

 (190,565

)

 (22.16

)

 Salaries, wages and benefits

 1,645,024

 2,436,783

 (791,759

)

 (32.49

)

 Interest expense and bank charges

 336,115

 93,472

 242,643

 259.59

 862,104

 838,843

 23,261

 2.77

 Share based compensation

 -

 Government incentive

 (70,555

)

 (97,646

)

 27,091

 27.74

 Advertising and Marketing

 Advertising and marketing expenses
decreased by $190,565, or 22.16%, from $860,047 in fiscal 2024 to $669,482 in fiscal 2025. The decrease reflects a continued shift toward
cost-efficient, digital-first marketing initiatives and reduced discretionary brand-promotion spending. Management focused on targeted
agent-acquisition and retention campaigns, which require lower cash investment while maintaining brand visibility and market engagement.

 Salaries, Wages, and Benefits

 Salaries, wages, and benefits decreased by $791,759 or 32.49%, from $2,436,783 in fiscal 2024 to $1,645,024 in
fiscal 2025. This reduction was primarily driven by organizational streamlining efforts and the reallocation of certain operational functions.
The decrease also reflects improved workforce efficiency and cost optimization initiatives implemented during the year, with further benefits
expected to be realized in future periods.

 Interest Expense and Bank
Charges

 Interest expense and bank charges
increased by $242,643, or 259.59%, from $93,472 in fiscal 2024 to $336,115 in fiscal 2025. This increase primarily reflects higher interest
costs arising from short-term financing arrangements and director-related loans used to support working-capital needs. These borrowings
were undertaken at higher interest rates due to prevailing market conditions, contributing to the year-over-year increase.

 Depreciation expense increased
slightly by $23,261, or 2.77%, from $838,843 in fiscal 2024 to $862,104 in fiscal 2025. The modest increase was driven by continued investment
in technology infrastructure and capitalized software development that supports the Company's digital operating model and internal
systems.

 Share-Based Compensation

 Share-based compensation totaled
$235,006 in fiscal 2025, compared to nil in fiscal 2024. The increase relates to the issuance of restricted stock units ("RSUs")
and stock options granted to directors, officers, and employees during fiscal 2025. These awards were issued to strengthen retention,
align employee incentives with long-term shareholder value, and support the Company's compensation strategy as a public issuer.

 Government Incentive

 Government incentives decreased
by $27,091, or 27.74%, from $97,646 in fiscal 2024 to $70,555 in fiscal 2025. Incentives continue to reflect refundable credits and minor
program support; however, eligibility for certain prior-year scientific research credits declined following the Company's public
listing and reversal of last year excess amount booked.

 Operating Income (Loss)

 For the fiscal year ended August 31, 2025, the Company recorded a loss
from operations of $2.948 million, compared to a loss of $3.825 million for
the fiscal year ended August 31, 2024, representing an improvement of approximately $0.877 million or 22.93% year-over-year.

 This improvement primarily reflects:

 Higher
 revenue, which increased by $346,727 (12.89%) driven by stronger funded mortgage volume and
 stable subscription and underwriting income.

 Reductions
 in selling, general, and administrative expenses, which decreased by $128,281 (5.38%) as the Company continued to implement cost-containment
measures, optimize technology usage, and streamline discretionary spending.

 Lower
salaries, wages, and benefits, which declined by $791,759 (32.49%) following strategic workforce realignment undertaken
during the fiscal year.

 These favorable impacts were partially offset by increases
in certain cost categories, including:

 Interest
 expense and bank charges, which rose by $242,643 (259.59%) due to higher borrowings from
 third-party lenders and related parties.

 compensation, which totaled $235,006 following the issuance of stock options and RSUs under
 the Company's equity incentive plans.

 Despite ongoing macroeconomic
pressures, including elevated interest rates, slower real estate activity, and muted origination volumes, the Company's disciplined
operational management and targeted cost-efficiency initiatives contributed to a meaningful reduction in operating losses. These measures
continue to position the Company for improved financial performance as the mortgage market gradually stabilizes.

 Net Loss and Comprehensive
Loss

 For the fiscal year ended August 31, 2025, the Company reported a net loss
of $3.638 million, compared to a net loss of $4.103 million for the fiscal year ended August 31, 2024, representing an improvement of
$464,194, or 11.31%.

 The narrowing of the net loss reflects:

 Higher
 revenue generation,

 Reduced
 SG&A and personnel-related expenses,

 Improved
 operational efficiencies across the business.

 However, several non-operating
items offset a portion of these gains:

 Fair Value Changes –
Warrant Liability

 The Company recognized a non-cash loss of $608,537
on the change in fair value of warrant liabilities, compared to a gain of $63,769 in the prior year.

 This variance reflects mark-to-market valuation under ASC 480, as the Company classifies its warrants as financial liabilities.

 The newly issued warrants were "at the money"
at year-end, resulting in a fair-value adjustment loss.

 This is a book-only, non-cash
adjustment that does not affect operating cash flow.

 Financing Cost – Warrant
Issuance

 The Company incurred $164,280
in financing costs related to the issuance of warrants associated with certain equity and financing arrangements.

 Interest Expense

 Interest expense increased by
$242,643, reflecting higher borrowings during the year. While necessary to support working capital and technology development, these borrowings
elevated the Company's financing cost profile.

 Other Income

 Other income for the fiscal year includes a gain from the sale of an insurance book, reflecting the divestiture of
a non-core portfolio of insurance accounts. The sale generated one-time income of $72,112 and is consistent with management's strategy
to streamline operations and focus on scalable, technology-driven revenue streams. No recurring income is expected from this transaction.

 Other Items

 The
 Company recognized a foreign exchange gain of $10,133, compared to a loss in the prior year.

 No
 gains were recorded on conversion feature liabilities or extinguishment of liabilities in
 FY2025.

 Accretion
 expense declined as prior-year liabilities matured or were settled.

 After accounting for the foreign
currency translation adjustment of $100,790, the comprehensive loss for FY2025 was $3.537 million, an improvement
from $4.093 million in FY2024.

and Capital Resources

 Our
primary liquidity needs encompass working capital, capital expenditures, and technology investments, particularly those related to enhancing
our proprietary Pineapple Plus platform, supporting skilled personnel, and maintaining compliance infrastructure. These items continue to
represent the largest components of our capital deployment. We finance these needs primarily through cash on hand, cash flow from operations,
and strategic financing facilities obtained from external lenders and related parties.

 The
following table summarizes our cash flows from operating, investing and financing activities:

 2025

 ($)

 2023

 ($)

 ($)

 Cash (used) provided in operating activities

 (946,820

)

 (1,708,261

)

 761,441

 Cash (used) provided by financing activities

 3,458,306

 2,912,627

 545,679

 Cash (used) provided in investing activities

 (944,187

)

 (1,117,390

)

 (173,203

)

 Cash at the end of the period

 1,537,015

 Net
cash flow from (used in) operating activities

 Year
 Ended

 Description

 31,
 2025
 ($)

 31,
 2024
 ($)

 Operating
 activities

 Net
 loss

 (3,638,465
)

 (4,102,659
)

 Adjustments
 for the following non-cash items:

 of property and equipment

 82,113

 87,803

 Amortization
 of intangible assets

 592,942

 616,532

 on right of use asset

 187,048

 134,508

 Interest
 expense on lease liability

 51,431

 62,604

 compensation

 -

 Bad debt written off

 48,524

 -

 Change
 in fair value of warrant liabilities

 608,537

 63,769

 Accretion
 expense

 -

 223,059

 Loss
 on extinguishment of liability

 -

 156,339

 Loss
 on derecognition of right of use asset and liability

 3,596

 -

 Foreign
 exchange gain (loss)

 -

 38,836

 Chang
 in fair value of conversion feature liability

 -

 (76,543
)

 Net
 changes in non-cash working capital balances:

 Trade
 and other receivables

 14,477

 603,764

 Prepaid
 expenses and deposits

 47,910

 60,239

 Accounts
 payable and accrued liabilities

 999,683

 519,943

 Government Grant

 (176,253
)

 (208,376
)

 revenue

 (3,369
)

 111,921

 (946,820
)

 (1,708,261
)

Outlook and Ability to Continue as a Going Concern

 The
Company has incurred recurring operating losses and continues to experience negative cash flows from operations. For the fiscal year
ended August 31, 2025, the Company recorded a net loss of $3.64 million and negative operating cash flows of $946,820. As
at August 31, 2025, the Company had an accumulated deficit of $13.396 million and a working-capital deficit. These factors raise substantial
doubt about the Company's ability to continue as a going concern within twelve months after the date of these financial statements.

 has developed plans intended to improve liquidity and address these uncertainties. These
 plans include:

 Accessing
 additional capital through the Injective Digital Asset Treasury Initiative, including the
 expected realization of $2.1 million held in escrow upon the filing and effectiveness of
 the Company's Form S-1 (see Subsequent Events, Note 21).

 Pursuing
 additional financing and capital-raising activities as required to support ongoing operations
 and fund strategic initiatives.

 Continuing
 cost-management measures, including reductions in payroll, operating expenses, and discretionary
 spending.

 Investing
 in Injective digital assets, which totaled approximately $11.4 million subsequent to year-end,
 and which management believes may generate future economic benefit depending on market performance.

 While
management believes these plans are achievable, there can be no assurance that the Company will obtain the necessary financing or that
the planned initiatives will be successful. If the Company is unable to secure adequate funding or generate positive operating results,
it may be unable to meet its obligations as they become due.

 Net Cash Used in Operating Activities

 Net cash used in operating activities was $946,820 for the fiscal year ended August 31, 2025, compared to $1,708,261
for the fiscal year ended August 31, 2024, an improvement of $761,441. The reduction in operating cash outflows was driven by a smaller
net loss, higher non-cash adjustments (including depreciation, amortization, and the change in fair value of warrant liabilities), and
stronger working-capital performance. In particular, higher accounts payable and accrued liabilities, combined with stable collections
on trade receivables, contributed to improved liquidity. Non-cash items such as share-based compensation, lease-related adjustments, and
fair-value remeasurements increased the reconciliation to operating cash but did not affect cash usage.

 Net Cash Provided by Financing
Activities

 Net cash provided by financing
activities totaled $3,458,306 in fiscal 2025, compared with $2,912,627 in fiscal 2024. The increase primarily reflects additional borrowings
obtained from external lenders and related parties to fund working-capital requirements and support continued investment in technology
and operations. These borrowings increased interest-expense recognition but provided essential liquidity during the fiscal year. No equity
financing was completed during the year.

 Net Cash Used in Investing
Activities

 Net cash used in investing activities was
$944,187 for the fiscal year ended August 31, 2025, compared with $1,117,390 in the prior year. The majority of the outflows relate
to the capitalization of internally developed software and enhancements to the Pineapple Plus platform. These investments are
aligned with management's ongoing strategy to strengthen the Company's digital infrastructure, expand automation, and
improve long-term scalability.

 Overall Liquidity Position

 As of August 31, 2025, the Company
had a cash balance of $2.12 million, compared to $0.58 million at August 31, 2024, representing an increase of approximately $1.54 million.
The year-over-year improvement reflects disciplined cost management, stronger working-capital inflows, and access to financing facilities.
The Company's capital structure includes common equity, additional paid-in capital, accumulated deficit, and warrant liabilities.

 Management continues to monitor
liquidity closely to ensure sufficient resources are available to fund operating requirements, service debt obligations, and support ongoing
technology development. Although interest costs are expected to remain elevated due to the use of credit facilities, the Company expects
to maintain adequate liquidity through disciplined working-capital management and access to non-dilutive financing sources.

 Based on current forecasts,
management believes existing cash resources are sufficient to meet operating needs for at least the next 12 months and to support the
Company's strategic growth initiatives.

 The
following table presents our liquidity:

 2025

 ($)

 2024

 ($)

 Cash

 92,223

 155,224

 Prepaid expenses and deposit

 110,001

 157,910

 2,319,595

 893,490

 As of August 31, 2025, the Company's
total current assets increased to $2,319,595, compared to $893,490 as of August 31, 2024, representing a year-over-year improvement of
approximately $1.43 million. The increase was driven primarily by a significant strengthening of the Company's cash position.

 Cash increased to $2,117,371
as of August 31, 2025, compared to $580,356 in the prior year. This improvement reflects proceeds from financing activities, tighter operating-cost
management, and more efficient cash planning during the fiscal year.

decreased to $92,223, from $155,224 as of August 31, 2024. The decrease is mainly due to reversal of Govt Incentives during the year.

 Prepaid expenses and deposits
totaled $110,001, compared to $157,910 in the prior year, reflecting the timing of annual software, insurance, and service contracts that
require advance payment.

 Overall, the Company's
enhanced liquidity position demonstrates strengthened financial flexibility, supported by disciplined spending, operational efficiencies,
and strategic use of financing to fund technology development and working-capital requirements. Management believes that current liquidity,
combined with expected operating cash flows, is sufficient to meet all short-term obligations and support near-term growth initiatives.

 Critical
Accounting Policies and Significant Judgments and Estimates

 This
management's discussion and analysis of the financial condition and results of operations is based on our financial statements,
which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of Revenue and expenses during the reported period. Per U.S. GAAP, we base our estimates
on historical experience and various other assumptions we believe to be reasonable under the circumstances. Actual results may differ
from these estimates if conditions differ from our assumptions. While our significant accounting policies are more fully described in
Note 2 in the "Notes to Financial Statements," we believe the following accounting policies are critical to making effective
judgments and estimates in preparing our financial statements.

Recognition

 The
Company has adopted ASC 606, Revenue from Contracts with Customers, which provides a single comprehensive model for revenue recognition.
The core principle of the standard is that Revenue should be recognized when goods or services are transferred to customers at an amount
that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced
a new contract- based revenue recognition model with a measurement approach that is based on an allocation of the transaction price.
It establishes a five-step model to account for revenue arising from contracts with customers. Under this standard, Revenue is recognized
at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services
to a customer. The standard requires entities to exercise Judgment, taking into consideration all of the relevant facts and circumstances
when applying each step of the model to contracts with customers. Additionally, the standard specifies the accounting for incremental
costs of obtaining a contract and the costs directly related to fulfilling a contract.

 When
the Company transfers goods or services to a customer, Revenue is recognized at an amount that reflects the consideration expected to
be received.

 The
Company operates an online platform, that enables brokers and agents to efficiently close deals.

 The
Company's subsidiary, Pineapple Insurance Inc., generates Revenue by charging premiums for insurance policies and services. Pineapple
Insurance is affiliated with a major insurance company, from which it earns commissions for providing services, primarily mortgage insurance.
Mortgage insurance is a offered for each mortgage. Pineapple Insurance acts as the agent that supplies insurance services to the consumer
and is paid a commission from the premiums collected by the insurance company whose products and services it provides to the end consumer.

 Basis
of presentation, functional and presentation currency

 The
Company's headquarters is in Ontario, Canada, and the functional currency is in Canadian Dollars (CAD) with the presentation currency
being US Dollars (USD). The Company's subsidiaries have a functional currency of CAD and presentation currency of USD which have
been applied consistently.

 There
will be a foreign currency translation undertaken to report under US GAAP which will be the basis of presentation.

 Foreign Currency Transactions and Translation

 Although the Company conducts substantially all of its operating activities and generates nearly all revenues and
expenses in Canadian dollars ("CAD"), it engages in certain financing and vendor transactions that are denominated in U.S.
dollars ("USD"). These USD-denominated balances include equity proceeds raised in USD, payments to U.S.-based service providers,
and other non-operating expenditures.

 Foreign currency transactions are translated into CAD at the exchange rate in effect on the transaction date. Monetary
assets and liabilities denominated in USD are remeasured at the closing exchange rate at each reporting date, and the resulting foreign
exchange gains or losses are recognized in the consolidated statements of operations.

 In addition, because the Company reports its consolidated financial statements in U.S. dollars, CAD-denominated assets,
liabilities, revenues, and expenses are translated into USD using appropriate period-end or average exchange rates. These translation
adjustments are recorded within other comprehensive income (loss) and do not impact the Company's underlying cash flows or economic
performance.

 Lease
Accounting

 The
relevant criteria applicable is ASC 842. We assess at contract inception whether a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We apply a single
recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. We recognize lease
liabilities to make lease payments and right-of- use assets representing the right to use the underlying assets.

 At
the commencement date of the lease, we recognize lease liabilities measured at the present value of lease payments to be made over the
lease term. Lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable
lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Lease payments also
include the exercise price of a purchase option reasonably certain to be exercised by us and payments of penalties for terminating the
lease, if the lease term reflects us exercising the option to terminate. Variable lease payments that do not depend on an index or a
rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present
value of lease payments, we use our incremental borrowing rate at the lease commencement date because the interest rate implicit in the
lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion
of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is
a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change
in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

 We
recognize right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use
assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis
over the shorter of the lease term and the estimated useful lives of the assets.

 Investments

 We
invested in a commercial mortgage firm, MCommercial, based in Montreal and Toronto, Canada representing 5% of the total issued and outstanding
shares. This strategic partnership allows Pineapple residential mortgage agents to have access to a leading commercial mortgage firm
and experts, which will expand their product offerings, service levels and corporate Revenue through increased transactions.

 The
Company entered into a share purchase agreement with 9142-2964 Quebec Inc. pursuant to which the Company acquired five Class A Shares
of 7326904 Canada Inc. (dba as Mortgage Alliance Corporation) ("Alliance"), representing 5% of the total issued and outstanding
shares of Alliance. Alliance is a mortgage brokerage firm based in Ontario, Canada with locations in Calgary, Vancouver and Halifax.

 The
total amount of both investments was recorded at fair value, and any impairment loss is recognized in profit and loss account.

 Share-Based

 The
Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation, which requires the
recognition of the fair value of equity awards granted to employees, directors, and consultants as compensation expense over the vesting
period. The fair value of share options and restricted share units ("RSUs") is determined at the grant date and expensed
on a straight-line basis over the service period, net of estimated forfeitures.

 Equity
Incentive Plans

Financial Inc. maintains two equity-based compensation plans:

 1.
 the
 2021 Stock Option Plan, and

 2.
 the
 2022 Omnibus Equity Incentive Plan.

 Together,
these plans authorize the issuance of awards representing up to 10 % of the Company's issued and outstanding common shares at any
given time. Awards may be granted as stock options, RSUs, or other equity-linked instruments intended to attract, retain, and motivate
qualified directors, officers, employees, and consultants whose performance contributes to the Company's success.

 2025
Grants

 On
July 16, 2025, the Board of Directors approved the grant of an aggregate 120,007 RSUs and stock options under the above plans, in accordance
with the Board resolution dated June 26, 2025.

These awards were made to recognize past contributions and to further align management and employee interests with those of shareholders.

 These
RSU awards were fully vested at the date of grant and issued in recognition of historical performance, subject to statutory tax withholdings
and required regulatory filings. The fair value of these awards was determined based on the market price of the Company's common
shares on the grant date. No cash consideration was received upon issuance, and the RSUs carry no voting or dividend rights prior to
settlement.

 Prior
Awards

 Stock
options granted under the 2021 Legacy Plan in prior fiscal years remain outstanding and are exercisable at prices adjusted for the 1-for-20
reverse stock split completed in July 2025. Those awards were fully vested as of August 31, 2023.

 Accounting
Impact

 For
the fiscal year ended August 31, 2025, total share-based compensation expense recognized in the consolidated statement of operations
amounted to $235,006, reflecting the fair-value recognition of RSU and option grants under ASC 718.

 The
Company expects future share-based compensation expense to remain modest relative to revenue as the current pool of awards covers key
management for the next fiscal cycle.

 Item
9A. Controls and Procedures

 Disclosure
Controls and Procedures

 As
of August 31, 2025, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
management conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.

 Based on this evaluation, management concluded that the
Company's disclosure controls and procedures were effective as of August 31, 2025, in ensuring that information required to be
disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and
reported within the time periods specified by the SEC's rules and forms, and (ii) accumulated and communicated to management,
including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 Management's
Report on Internal Control Over Financial Reporting

 Management is responsible for establishing and maintaining
adequate internal control over financial reporting ("ICFR") as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
The Company's internal control framework is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements in accordance with U.S. GAAP.

 While the Company, as an emerging growth company,
is not currently required to maintain or formally attest to an effective system of internal control under Section 404(b) of the Sarbanes-Oxley
Act, management recognizes the importance of strong controls and has taken proactive steps to enhance its control environment. These measures
include:

 Employing
 qualified accounting and financial reporting personnel with clear segregation of duties.

 Conducting
 regular reconciliations and reviews to ensure accurate classification and reporting of transactions.

 Implementing
 dual-authorization procedures for significant accounting entries and payments.

 Maintaining
 a comprehensive fixed-asset register and supporting documentation for material balances.

 Establishing
 documentation for key estimates, judgments, and accounting policies.

 Enhancing
 oversight and review of financial information by senior management and the Audit Committee.

 As of August 31, 2025, management evaluated the effectiveness
of the Company's internal control over financial reporting and concluded that a material weakness existed related to segregation
of duties within the finance function due to the limited number of personnel involved in financial reporting.

 Notwithstanding this material weakness, management
believes the consolidated financial statements included in this Annual Report fairly present, in all material respects, the Company's
financial position, results of operations and cash flows in conformity with GAAP.

 The Company is taking steps to enhance its internal
control environment and expects to strengthen segregation of duties as additional resources become available.

in Internal Control Over Financial Reporting

the fiscal year ended August 31, 2025, the Company implemented several improvements to strengthen its control environment. These included
(i) independent review and approval processes for journal entries and account reconciliations, (ii) enhancements to segregation of duties
through staffing changes and workflow automation, and (iii) updated documentation of accounting policies and procedures. There were no
changes during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.

Instruments

 As
on August 31, 2025, the Company's financial instruments consist of cash, trade and other receivables, investments, accounts payable
and accrued liabilities.

 As
per ASC 820, Fair value measurement establishes a fair value hierarchy based on the level of independence, objective evidence surrounding
the inputs used to measure fair value. A financial instrument's categorizing within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement.

 i)
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

 ii)
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either

 directly
(i.e., as prices) or indirectly (i.e., derived from prices); and

 iii)
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not
based on observable market data (unobservable inputs).

 The
following table provides the fair values of the financial assets in the Company's consolidated statements of financial position,
categorized by hierarchical levels and their related classifications.

 As
 of August 31, 2025

 Level

 Level

 Level

 Total

 Assets:

 Cash

 Investment

 9,733

 9,733

 Risks
and Uncertainties

 The
Company's business is subject to numerous risks and uncertainties, including those described elsewhere in this MD&A, as well
as general economic and market risks. These risk factors could materially affect the Company's future operating results and could
cause actual events to differ materially from those described in forward-looking information relating to the Company.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 As
part of our regular business operations, we face various risks that can impact our profitability and operations. These risks can be broadly
categorized as interest rate risk, credit risk, counterparty risk, and risks associated with the pandemics like COVID-19.

 Interest
rate risk

 We
do not face interest rate risk as we do not have any variable-rate loans or borrowings.

 Credit
risk

 Credit
risk is the risk of financial loss to the Corporation if a counterparty to a financial instrument fails to meet its contractual obligations.
The Corporation's credit risk is mainly attributable to its cash and trade and other receivables.

 The
Corporation has determined that its exposure to credit risk on its cash is minimal as the Corporation's cash is held with financial
institutions in Canada.

 Our
primary source of credit risk relates to the possibility of Core Business Operation's brokerages or other customers not paying
receivables. Core Business Operations manages its credit risk by performing credit risk evaluations on its brokerages and agents and
monitoring overdue trade and other receivables. As of August 31, 2025, $64,163 of our trade receivables are greater than 90 days outstanding,
as compared to $33,942 for August 31, 2024. A decline in economic conditions or other adverse conditions experienced by brokerage and
agents could impact the collectability of the Corporation's accounts receivable.

 Our
maximum exposure to credit risk approximates the carrying value of the assets on the Corporation's consolidated statements of financial
position.

 2025

 ($)

 2024

 ($)

 Cash

 92,223

 155,224

 Prepaid expenses and deposit

 110,001

 157,910

 2,319,595

 893,491

risk

risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach
in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due,
by continuously monitoring actual and forecasted cash flows. As of August 31, 2025, the Company's contractual cash flow obligations
and their maturities are as follows:

 Cash
 flow
 under
 contract
 ($)

 Within
 year

 Greater
 than
 1 year
 ($)

 Accounts
 payable and accrued liabilities

 2,125,160

 2,125,160

 -

 Lease
 obligations

 699,959

 138,859

 561,100

 Loan

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The
Company's consolidated financial statements and report of independent registered public accounting firm MNP LLP with the PCAOB
ID: 1930 is contained in pages F-1 through F-26, which appear at the end of this Annual Report on Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 As
of August 31, 2025, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management
conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act").

Based on this evaluation, management concluded that these disclosure controls and procedures were effective as of that date in ensuring
that information required to be disclosed in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized,
and reported within the time periods specified in the SEC's rules and forms, and (ii) accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 The
Company continues to strengthen its control environment by periodically reviewing the design and effectiveness of its disclosure controls,
updating procedures for regulatory compliance, and implementing improvements as appropriate. While management believes these controls
are effective, it recognizes that any control system can provide only reasonable assurance, not absolute assurance, that all control
objectives will be met due to inherent limitations, including human error, cost-benefit considerations, and potential changes in operating
conditions.

 Management's
Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR"), as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements in conformity with U.S. GAAP.

has assessed the effectiveness of the Company's ICFR as of August 31, 2025, using the criteria set forth in the Internal Control,
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management concluded that the Company's internal control over financial reporting was effective as of
August 31, 2025.

 Although
management believes the Company's ICFR is effective, any control system—no matter how well designed and operated, has inherent
limitations. Therefore, even effective controls can provide only reasonable, not absolute, assurance that material misstatements will
be prevented or detected. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate due to changes in conditions or that compliance with established policies or procedures may deteriorate.

in Internal Control over Financial Reporting

the fiscal year ended August 31, 2025, there were no changes in the Company's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management continues to implement ongoing improvements, including enhanced documentation, independent review procedures, and segregation
of duties, to maintain a robust control environment.

 Attestation
Report of Independent Registered Public Accounting Firm

 This
Annual Report does not include an attestation report of our registered independent public accounting firm regarding internal control
over financial reporting, pursuant to the exemption provided to emerging growth companies under Section 103(a)(3)(C) of the Jumpstart
Our Business Startups (JOBS) Act.

 Limitations
on Effectiveness of Controls

does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all errors
or acts of fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
of achieving its objectives. The design of a control system must reflect the fact that there are resource constraints and that management
must apply judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 Because
of the inherent limitations in any system of internal control, misstatements due to error or fraud may occur and not be detected. Furthermore,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Management remains committed
to maintaining a strong control environment and to continuously enhancing its systems and oversight to safeguard the integrity of the
Company's financial reporting.

 ITEM
9B. OTHER INFORMATION.

the fourth fiscal quarter of 2025, no officer or director of Pineapple Financial Inc. (as defined in Rule 16a-1(f) under the Securities
Exchange Act of 1934) adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as
those terms are defined in Item 408(a) of Regulation S-K.

 Other
than the matters previously disclosed in this Annual Report on Form 10-K, there is no additional information required to be reported
pursuant to Item 9B of Form 10-K.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Executive
Officers and Directors

 The
following table sets forth the name, age and position of each of our executive officers, key employees and directors.

 Name

 Age

 Position(s)

 Date
 Appointed

 Dasgupta

 Chief
 Executive Officer and Director

 October
 16, 2015

 Habib

 Chief
 Financial Officer

 April
 10, 2023

 Marin

 President,
 COO, and Director

 October
 16, 2015

 Drew
 Green

 Chairman
 of the Board

 May
 6, 2019

 Paul
 Baron

 19, 2016

 Tasis
 Giannoukakis

 19, 2016

Dasgupta, Chief Executive Officer and Director

 Since
entering the mortgage industry in 2008, Shubha has been focused on positively disrupting the sector by leveraging technology and putting
people at the heart of the business. Shubha's unique vision and expertise have allowed him to build and grow the Company (formerly
CLC Network), which now has over 500 brokers in its network. Under his leadership, the company has built a world-class proprietary data-driven
Client Relationship Management (CRM) Platform, which is the first full-circle mortgage process for agents, offering a more personalized
experience for clients. Shubha's deep understanding of business and industry trends, coupled with the ability to drive best-in-class
customer experience and profitability have enabled him to infuse vision and purpose in his professional endeavors throughout his career.
An award-winning executive and seasoned industry expert, Shubha was recognized among the "2020 Mortgage Global 100" top executives
who are inciting positive change and growth within the field. Since 2018, he has also been featured for four consecutive years in the
annual Canadian Mortgage Professional's Hot List which highlights the industry's top leaders. In 2021, he was appointed President
of the Canadian Mortgage Brokers Association (CMBA) Ontario Board of Directors, after serving a second year on the Board of Directors.
An active member in the Toronto community, Shubha is a philanthropic leader for various non-profit organizations. Since 2010, he has
been a devoted advocate in the fight against cancer. Prior to joining the mortgage industry, he headed a group of volunteers for the
Canadian Cancer Society for eight years. In 2017, he also co-founded CMI Cancer Fighters, a group of Canadian mortgage industry professionals
dedicated to the fight against cancer on which he currently chairs.

 Mr.
Dasgupta has been the Chief Executive Officer and a director of the Company since October 16, 2015 and before that was a Mortgage Broker
at Bedrock Financial Group between August 2008 and October 2016.

Habib, Chief Financial Officer

Habib is a finance executive with over 25 years of expertise in finance and accounting. As the current CFO of Pineapple, Sarfraz oversees
the company's financial operations and strategy. He is an experienced professional in the finance and accounting arena, with a
notable background working for several large publicly listed organizations. He has extensive knowledge of financial planning and analysis,
budgeting, forecasting, and financial reporting. Sarfraz holds Chartered Accountant qualifications. Sarfraz's experience includes
serving as Controller and a board member of Keystroke Group Inc., where he streamlined the company's accounting and finance processes
and was twice awarded the Employee of the Year honors. In his current role at Pineapple, Sarfraz oversees all financial operations, including
accounting, financial planning, and analysis.

 Mr.
Habib has been the Chief Financial Officer of the Company since April 10, 2023.

Marin, President, Chief Operating Officer and Director

 Mr.
Marin has been the President and Chief Operating Officer and a director of the Company since October 16, 2015. Before that, Kendall was
a Mortgage Broker for InTrend Mortgage Inc. between January 2012 and October 2015 and prior to that was a franchise owner at Property
Guys between May 2010 and January 2013.

has been leading the growth of the company with regard to fine-tuning of business processes to ensure maximum productivity. His proven
expertise, focus on excellence and dedication have enabled him to build and expand the Company's network, as well as the company's
proprietary data-driven Client Relationship Management (CRM) platform.

has had a career both in the corporate world and as a seasoned entrepreneur. At the age of 16, he created his own entertainment and promotion
company, which was highly successful in Toronto throughout the 2000s. Later on, when Kendall was ready to take on his next challenge,
he joined Canada's top telecom company Bell, where he became the youngest Associate Director. In 2012, he made his debut in the
mortgage industry where he has applied his leadership, organizational and management skills to a new industry.

 Since
2018, he has been featured for three consecutive years in the annual Canadian Mortgage Professional's Hot List which recognizes
the industry's top leaders.

 Drew
Green, Chairman of the Board

 Drew
Green is President and Chief Executive Officer of INDOCHINO, growing the brand by over 600% between 2015- 2022, delivering nine figures
in revenue in 2018, currently with 86 showrooms across North America and operations globally. Mr. Green has been recognized as Entrepreneur
of the Year by Ernst & Young, US Retailer of the Year, Innovator of the Year, along with other awards during his career. At INDOCHINO,
Mr. Green has established strategic capital from Madrona Venture Partners, Highland Consumer, Dayang Group, Mitsui & Co. (TSE: 8031)
and Postmedia Network, (TSX: PNC.B) along with partnerships with the New York Yankees, Boston Red Sox, Nordstrom, and hundreds of National
Basketball Association (NBA), Major League Baseball (MLB), National Football League (NFL), and National Hockey League (NHL) teams, athletes
and celebrities.

 In
addition, Mr. Green is a Founder and Chairman of the Board of Directors of EMERGE Commerce Ltd. (TSXV: ECOM), a diversified, acquirer
and operator of Direct to Consumer (DTC) e-commerce brands across North America. He also serves as Chairman of Real Luck Group Ltd. (TSXV:
LUCK), a company that offers legal, real-money betting, live streams, and statistics on all major e-sports and sports on desktop and
mobile devices and Chairman American Aires Inc. (CSE: WIFI) a Canadian-based nanotechnology company which has developed proprietary silicon-based
microprocessors that reduce the harmful effects of electromagnetic radiation (EMR) along with being Chairman of Gravitas III (TSXV:TRIG.P).
Through his family office DREWGREEN.CA INC., Mr. Green has become a mentor to dozens of Canadian entrepreneurs, becoming a founder, chairman,
and/ or a shareholder in dozens of private and public companies that drive innovation and growth, including Riverdale Rentals, Pineapple
Financial, Apollo Insurance, Parvis Invest (TSXV: PVIS), OR Collective, Yourika, Cloudrep AI and Between Co., a company founded by York
University alumni.

 Drew
served as a Director at The Scarborough Hospital Foundation for many years, and has established the Drew Green Thunderbird Award at the
University of British Columbia and The Drew Green Lions Award at York University, providing student-athletes at both institutions with
scholarships. He currently is a director on York University's Alumni Board, Canada's fourth-largest university, with approximately
55,700 students, 7,000 faculty and staff, and over 325,000 alumni worldwide.

 Paul
Baron, Director

 Paul
is a veteran Real Estate Executive with over 30 years of experience working with both residential and commercial properties. In his first
year as a Sales Representative for Family Trust Realty, he sold 37 homes, quickly demonstrating both his sales smarts and entrepreneurial
drive. He has held various positions with increasing responsibility and is currently the owner of Century 21 Leading Edge Realty, a real
estate brokerage with nine offices, six satellite offices, and over 800 agents and employees. He is currently serving as the Central
Brokerage Director on the Toronto Real Estate Board's (TREB) Board of Directors.

 Mr.
Baron has been a Director of the Company since August 19, 2016. Prior to his position with the Company, Mr. Baron was the President of
Century 21 Leading Edge Reality Inc. since November 1994.

 Tasis
Giannoukakis, Director

 Tasis
is an owner, broker, and manager of Century 21 Leading Edge Realty, a real estate brokerage with nine offices, six satellite offices,
and over 800 agents and employees. In 2019, his team had more sales than any other Century 21 franchise in Canada and broke into the
company's worldwide top five. He has been with Century 21 Leading Edge Realty for over 20 years, and the firm continues its expansion
through acquisitions of other firms to further solidify their position in the Canadian Real Estate market.

 Mr.
Giannoukakis has been a Director of the Company since August 19, 2016. Prior to such, he was a Broker/Owner of Century 21 Leading Edge
Reality Inc. since August 2004.

 Directorships

 Some
of the directors of the Company serve on the boards of directors of other reporting issuers (or the equivalent) in Canada or foreign
jurisdictions. The following table lists the directors of the Company who serve on boards of directors of other reporting issuers (or
the equivalent) and the identities of such reporting issuers (or the equivalent).

 Name
 of Director

 Reporting
 Issuers (or the Equivalent)

 Drew
 Green

 EMERGE
 Commerce Ltd.

 American
 Aires Inc.

 Parvis
 Invest Inc.

 Monaghan
 Capital Fund.

 The
Board has determined that these inter-locking directorships do not adversely impact the effectiveness of these directors on the Board
or create any potential for conflicts of interest. However, certain of the Company's directors are, or may become, directors, officers
or shareholders of other companies with businesses which may conflict with the Company's business.

 Orientation
and Continuing Education

 The
Company has not yet established a formal orientation or education procedure for newly incoming directors. Board members are encouraged
to communicate with management and auditors, to keep themselves current with industry trends and developments, and to attend related
industry seminars. Board members have full access to the Company's records.

 Family
Relationships

 None
of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Assessment

 The
Board is responsible for ensuring that an appropriate system is in place to evaluate the effectiveness of the Board as a whole, the individual
committees of the Board, and the individual members of the Board and such committees with a view of ensuring that they are fulfilling
their respective responsibilities and duties. In connection with such evaluations, each director is required to provide his assessment
of the effectiveness of the Board and each committee as well as the performance of the individual directors, annually. Such evaluations
take into account the competencies and skills each director is expected to bring to his particular role on the Board or on a committee,
as well as any other relevant factors.

 Arrangements
between Officers and Directors

 Except
as set forth herein, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other
person pursuant to which the officer or director was selected to serve as an officer or director.

 Involvement
in Certain Legal Proceedings

 We
are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters
in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set
forth under Item 401(f) of Regulation S-K.

 Board
Committees

 Our
Board directs the management of our business and affairs and conducts its business through meetings of the Board and its standing committees.
As of the date hereof, the Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance
Committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary
to address specific issues.

 Audit
Committee

 The
Company has formed an Audit Committee comprised of Paul Baron, Drew Green (Chair) and Tasis Giannoukakis. Our Board has affirmatively
determined that each meets the definition of "independent director" under the listing rules of the NYSE American, and that
they meet the independence standards under Rule 10A-3. Each member of our audit committee can read and understand fundamental financial
statements in accordance with the SEC and the NYSE American audit committee requirements. In arriving at this determination, the Board
has examined each audit committee member's scope of experience and the nature of their prior and/or current employment.

 The
Audit Committee provides assistance to the Board in fulfilling its obligations relating to the integrity of the internal financial controls
and financial reporting of the Company. The external auditors of the Company report directly to the Audit Committee. The Audit Committee's
primary duties and responsibilities set forth in the Audit Committee's charter include the following: (i) reviewing and reporting
to the Board on the annual audited financial statements (including the auditor's report thereon) and unaudited interim financial
statements and any related management's discussion and analysis, if any, and other financial disclosure related thereto that may
be required to be reviewed by the Audit Committee pursuant to applicable legal and regulatory requirements; (ii) overseeing the audit
function, including engaging in required discussions with the Company's external auditor and reviewing a summary of the annual
audit plan, overseeing the independence of the Company's external auditor, overseeing the Company's internal auditor, and
pre-approving any non-audit services to the Company; (iii) reviewing with management and the Company's external auditors the integrity
of the internal controls over financial reporting and disclosure; (iv) reviewing management reports related to legal or compliance matters
that may have a material impact on the Company and the effectiveness of the Company's compliance policies; and (v) maintaining,
reviewing and updating the Company's whistleblowing procedures.

 Relevant
Education and Experience

 Each
proposed member of the Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee
member and, in particular, the requisite education and experience that have provided the member with:

 (a)

 an
 understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the
 general application of those principles in connection with estimates, accruals and reserves;

 (b)

 experience
 preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues
 that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's
 financial statements or experience actively supervising individuals engaged in such activities; and

 (c)

 an
 understanding of internal controls and procedures for financial reporting.

 For
a summary of the experience and education of the Audit Committee members see "Directors and Executive Officers".

 Audit
Committee Oversight

 At
no time since the commencement of the Company's financial year was a recommendation of the Audit Committee to nominate or compensate
an external auditor not adopted by the Board.

 Pre-Approval
Policies and Procedures

 The
Audit Committee mandate requires that the Audit Committee pre-approve any retainer of the auditor of the Company to perform any non-audit
services to the Company that it deems advisable in accordance with applicable legal and regulatory requirements and policies and procedures
of the Board. The Audit Committee is permitted to delegate pre-approval authority to one of its members; however, the decision of any
member of the Audit Committee to whom such authority has been delegated must be presented to the full Audit Committee at its next scheduled
meeting.

Committee

 The
Company has formed a Compensation Committee comprised of Drew Green, Paul Baron and Tasis Giannoukakis. Our Board has affirmatively determined
that each satisfy the "independence" requirements defined under the applicable listing standards of the NYSE American, including
the standards specific to members of a compensation committee and meet the independence standards under Rule 10A-3 under the Exchange
Act. Our Compensation Committee assists the Board in reviewing and approving the compensation structure, including all forms of compensation,
relating to our directors and executive officers. No officer may be present at any committee meeting during which such officer's
compensation is deliberated upon. The Compensation Committee is responsible for, among other things:

 reviewing
 and approving to the Board with respect to the total compensation package for our most senior executive officers;

 approving
 and overseeing the total compensation package for our executives other than the most senior executive officers;

 reviewing
 and recommending to the Board with respect to the compensation of our directors;

 reviewing
 periodically and approving any long-term incentive compensation or equity plans;

 selecting
 compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person's
 independence from management; and

 programs
 or similar arrangements, annual bonuses, employee pension and welfare benefit plans

 Nominating
and Corporate Governance Committee

 The
Company has formed a Nominating and Corporate Governance Committee comprised of three directors, Drew Green, Paul Baron and Tasis Giannoukakis,
that satisfy the "independence" requirements for independence under the NYSE American listing standards and SEC rules and
regulations. The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated
to serve on our Board. The Nominating and Corporate Governance Committee considers persons identified by its members, management, shareholders,
investment bankers and others.

 Code
of Business Code and Ethics Conduct

 Our
Board has adopted a written Code of Ethics and Business Conduct which emphasizes the importance of matters relating to honest and ethical
conduct, conflicts of interest, confidentiality of corporate information, protection and proper use of corporate assets and opportunities,
compliance with applicable laws, rules and regulations and the reporting of any illegal or unethical behavior. A copy of the code posted
on our website, gopineapple.com. In addition, we intend to post on our website all disclosures that are required by law or rules
concerning any amendments to, or waivers from, any provision of the code.

in Nominating Procedures

 None.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Based
solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of
the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis
with all Section 16(a) filing requirements.

 Clawback
Policy

 Board
adopted the Clawback Policy (the "Clawback Policy"), providing for the recovery of certain incentive-based compensation from
current and former executive officers of the Company in the event the Company is required to restate any of its financial statements
filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements,
or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current
period. A copy of the Clawback Policy has been filed herewith, as exhibit 97.1.

 Insider
Trading Policies

 We
have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management,
and employees. A copy of the Insider Trading Policy has been filed herewith, as exhibit 19.1.

 ITEM
11. EXECUTIVE COMPENSATION

Compensation Table

 The
following table sets out the compensation paid or payable to the Named Executive Officers ("NEO") of the Company during the
last two fiscal years:

 Name
 and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Restricted
 Stock Units($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive

 Plan
 ($)

 Nonqualified
 Earnings
 ($)

 All
 Other
 ($)

 Total
 ($)

 Dasgupta,

 2025

 171,936

 -

 16,429

 32,858

 -

 -

 10,316

 224,615

 Chief
 Executive Officer

 2024

 177,816

 -

 -

 -

 -

 -

 10,669

 188,485

 Marin,

 2025

 171,936

 -

 16,429

 32,858

 -

 -

 10,316

 224,615

 President
 and Chief Operating Officer

 2024

 177,816

 -

 -

 -

 -

 -

 10,669

 188,485

 Habib

 2025

 128,952

 -

 6,530

 13,060

 -

 -

 -

 $
 149,842

 Chief Financial Officer

 2024

 133,362

 -

 -

 -

 -

 -

 -

 $
 133,362

 Outstanding
Equity Awards at 2025 Fiscal Year-End

 The
following table sets forth information concerning outstanding equity awards for each of the NEOs and directors as of the end of the fiscal
year ended August 31, 2025.

 Option Awards

 Restricted Stock Units

 Name and Principal Position

 Number of
 Securities.
 Underlying
 Unexercised
 Options (#)
 Exercisable

 Weighted
 Average
 Option
 Exercise
 Price ($)

 Option
 Expiration
 Date

 Number of
 Shares
 or Units of Stock

 Market
 Value of
 Shares or
 Units of
 Stock As on August 31, 2025

 Shubha Dasgupta,

 6,333

 $
 72.00

 20,000

 $
 1.30

 12,638

 $
 50,805

 Chief Executive Officer and Director

 Tasis Giannoukakis,

 $
 72.00

 2,500

 $
 1.30

 2,523

 $
 10,142

 Drew Green,

 5,107

 $
 72.00

 N/A

 N/A

 10,000

 $
 1.30

 11,092

 $
 44,590

 Chairman of the Board

 Kendall Marin,

 6,333

 $
 72.00

 20,000

 $
 1.30

 12,638

 $
 50,805

 President, Chief Operating Officer, and Director

 Paul Baron,

 $
 72.00

 2,500

 $
 1.30

 2,523

 $
 10,142

Governance

 Overview

 Following
the Company's initial public offering in November 2023, Pineapple Financial Inc. (the "Company") became a reporting
issuer under the Securities Exchange Act of 1934. The Company's executive compensation program is designed to attract, retain,
and motivate highly qualified executives and directors who can drive sustained value creation for shareholders. The program emphasizes
pay-for-performance alignment, prudent governance, and competitiveness within the Canadian mortgage brokerage and financial-technology
sectors.

Philosophy and Objectives

 The
principal objectives of the Company's compensation strategy are to:

 Align
 management's interests with those of shareholders by linking long-term compensation
 to performance and value creation;

 Reward
 superior individual and corporate performance through balanced short- and long-term incentives;

 Provide
 competitive compensation opportunities relative to peer companies of comparable size and
 stage of development; and

 Ensure
 affordability and fiscal discipline, considering the Company's financial condition,
 growth trajectory, and market conditions.

Components

 The
significant elements of compensation for directors, executive officers, and Named Executive Officers ("NEOs") include:

 Base
 salary or management fees, reflecting scope of responsibility, experience, and individual
 performance;

 Equity-based
 incentives, primarily restricted share units ("RSUs") and stock options granted
 under the Company's 2021 Stock Option Plan and 2022 Omnibus Equity Plan, to promote long-term alignment with
 shareholders; and

 Performance-based
 cash bonuses, awarded at the discretion of the Board of Directors (the "Board")
 based on achievement of strategic and financial objectives.

 No
element of compensation is determined according to a fixed formula; rather, the Board considers a range of qualitative and quantitative
factors including overall corporate performance, market competitiveness, and the Company's ability to sustain compensation levels
responsibly.

 Determination
and Oversight

 The
Board, upon recommendation from management, reviews executive compensation annually. Independent directors provide oversight of the process
to ensure fairness, transparency, and alignment with shareholder interests. While no formal peer-group benchmarking study was performed
for fiscal 2025, the Board considered market data from comparable Canadian mortgage and financial-services companies when determining
appropriate compensation ranges.

 Recent
Developments

 In fiscal 2025, we established a Treasury Strategy as a component of our corporate treasury and strategic partnership program. The Treasury
Strategy permits the Company, subject to internal policies, board oversight and applicable law, to hold a capped allocation of liquid
digital assets to support research and development, ecosystem partnerships and potential future integrations with our mortgage technology
stack. As of the date of this filing, the Treasury Strategy is managed separately from brokerage operations. The Treasury Strategy is
subject to strict custody, risk, accounting and compliance policies, including segregation of assets, volatility limits, impairment monitoring
and disclosure controls.

fiscal 2025, the Company issued restricted share units and stock options to its directors, officers, and employees under the 2021
Stock Option Plan and 2022 Omnibus Equity Incentive Plan, representing a continuation of its long-term incentive program designed to
attract and retain key talent. These grants were made in accordance with ASC 718, Compensation, Stock Compensation, and are expensed
over the respective vesting periods.

 No
new long-term cash-based incentive plans or supplemental retirement arrangements were implemented during the year. The Company intends
to periodically review its compensation framework as it matures as a public company and to consider the adoption of formal performance
metrics and peer benchmarking guidelines.

 To
date, we have not compensated our directors for their service to the Company, except that Drew Green receives monthly compensation of
$7,887 and Nima Besharat received monthly compensation of $3,943 until his compensation terminated in February 2025.

 External
Management Companies

 Other
than as disclosed below under " Employment, Consulting and Management Agreements ", the Company has not entered into
any agreement with any external management company that employs or retains one or more of the NEOs or directors and, other than as disclosed
below, the Company has not entered into any understanding, arrangement or agreement with any external management company to provide executive
management services to the Company, directly or indirectly, in respect of which any compensation was paid by the Company.

 Stock
Options and Other Compensation Securities

 As
of August 31, 2025, Pineapple Financial Inc. (the "Company") had an aggregate of 73,701 stock options and 46,437 restricted
share units (RSUs) issued during the fiscal year under the Company's 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan. These awards were granted to directors,
executive officers, and employees as part of the Company's long-term incentive program designed to align management performance
with shareholder value creation and to retain key personnel.

 The
Company had 28,285 stock options outstanding as of August 31, 2024. After giving effect to current-year issuances and normal vesting,
the total number of stock options outstanding as of August 31, 2025 was 101,986. The stock options are exercisable for an equivalent
number of common shares of the Company in accordance with their respective vesting schedules and expiry provisions. The RSUs vest based
on continued service or performance conditions as determined by the Board of Directors.

 No
stock options or RSUs were exercised by directors, executive officers, or Named Executive Officers during the fiscal year ended August
31, 2025, and no other equity-based compensation securities were granted outside of the 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan.

 Stock
Option Plan and

 On
June 14, 2021 the Board approved our 2487269 Ontario Ltd. Stock Option Plan (the "Stock Option Plan") and in year 2022, Omnibus Equity Incentive plan. As of the date,
there are 169,969 options outstanding under the Stock Option Plan.

 The
purpose of the Stock Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors,
officers, employees and consultants, to reward those individuals from time to time for their contributions toward the long-term goals
of the Company and to enable and encourage those individuals to acquire Common Shares as long-term investments. The material features
of the Stock Option Plan and Omnibus Equity Plan are reflected in the disclosure below.

 Key
 Terms

 Administration

 The
 Stock Option Plan & Omnibus Equity Plan is administered by the Board, or such director or other senior officer of the Company as
 may be designated as administrator by the Board. The Board or such committee may make, amend and repeal at any time, and from time
 to time, such regulations not inconsistent with the Stock Option Plan.

 Number
 of Common Shares

 The
 maximum number of Common Shares issuable under the Stock Option Plan shall not exceed 10% of the number of Common Shares issued and
 outstanding as of each date on which the Board grants the Option (the " Award Date ") with certain limits on grants
 to Optionees (as defined in the Stock Option Plan and Omnibus Equity Plan), Optionees who are Insiders (as defined in the Stock Option Plan), Eligible
 Employees (as defined in the Stock Option Plan) and Optionees conducting Investor Relations Activities (as defined in the Stock
 Option Plan). The number of Common Shares underlying Options that have been cancelled, that have expired without being exercised in
 full, and that have been issued upon exercise of Options shall not reduce the number of Common Shares issuable under the Stock
 Option Plan and shall again be available for issuance thereunder.

 Securities

 Each
 Option entitles the holder thereof (an " Option Holder ") to purchase one Common Share at an exercise price determined
 by the Board.

 Participation

 Any
 director, senior officer, management company, employee or consultant of the Company (including any subsidiary of the Company), as
 the Board may determine.

 Exercise
 Price

 The
 exercise price of an option will be determined by the Board in its sole discretion, provided that the exercise price will not be
 less than the Discounted Market Price (as defined in the Stock Option Plan).

 Exercise
 Period

 The
 exercise period of an Option will be the period from and including the award date through to and including the expiry date that will
 be determined by the Board at the time of grant (the " Expiry Date "), provided that the Expiry Date of an Option
 will be no later than the fifth anniversary of the Award Date of the Option, provided that such date does not fall within a blackout
 period imposed by the Company, and any Options granted to any Optionee who is a Director, Eligible Employee, or other Optionee will
 expire within 12 months following the date that such Optionee ceases to be engaged in such role.

 Cessation
 of Employment

 Subject
 to certain limitations, in the event that an Option Holder ceases to be a director of the
 Company or ceases to be employed by the Company, other than by reason of death, the Expiry
 Date of the Option will be 90 days after the date of such termination, except as otherwise
 provided in any employment contract. Notwithstanding the foregoing or any employment contract,
 in no event shall such right be extended beyond the Option Period or one year from the date
 of termination.

 In
 the event that an Option Holder should die while he or she is still director, senior officer, management company, employee or consultant
 of the Company, the Expiry Date will be 12 months from the date of death of the Option Holder.

 Acceleration
 Events

 If
 a third party makes a bona fide formal offer to the Company or its shareholders which would
 constitute an acceleration event, the Board may (i) permit the Option Holders to exercise
 their Options, as to all or any of such Options that have not previously been exercised (regardless
 of any vesting restrictions), but in no event later than the Expiry Date of the Option, so
 that the Option Holders may participate in such transaction; and (ii) require the acceleration
 of the time for the exercise of the Options and of the time for the fulfilment of any conditions
 or restrictions on such exercise.

 Notwithstanding
 any other provision of the Stock Option Plan or the terms of any Option, if at any time when Options remains unexercised and the
 Company completes any transaction which constitutes an acceleration event, all outstanding unvested Options will automatically vest.

 Any
 proposed acceleration of vesting provisions is subject to the policies and necessary approvals of the TSXV, if applicable.

 Limitations

 The
 maximum number of Common Shares which may be issued, within any one-year period, to Insiders
 under the Stock Option Plan and Omnibus Equity Plan, together with any other share-based compensation arrangements
 of the Company, will be 10% each of the total number of Common Shares issued and outstanding.
 The total number of Options awarded to any one individual in any twelve-month period will
 not exceed 5% of the issued and outstanding Common Shares of the Company at the Award Date
 unless the Company has obtained disinterested shareholder approval..

 The
 total number of Options awarded to any one consultant of the Company in any twelve-month period will not exceed 2% of the issued
 and outstanding Common Shares of the Company at the Award Date unless consent is obtained as set forth in the Stock Option Plan.

 The
 total number of Options awarded to all persons retained by the Company to provide Investor Relations Activities will not exceed 2%
 of the issued and outstanding Common Shares of the Company, in any twelve-month period, calculated at the Award Date unless consent
 is obtained as set forth in the Stock Option Plan. Options granted to persons retained to provide Investor Relations Activities will
 vest in stages over not less than twelve months with no more than one quarter of the options vesting in any three-month period.

 Amendments

 The
 Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders, relevant stock
 exchanges or any other regulatory body having authority over the Company or the Stock Option Plan and Omnibus Equity Plan, suspend,
 terminate or discontinue the Stock Option Plan at any time, or amend or revise the terms of the Stock Option Plan or of any Option
 granted under the Stock Option Plan and Omnibus Equity Plan and the Option Agreement relating thereto, provided that no such
 amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to
 an Optionee under the Stock Option Plan and Omnibus Equity Plan without the consent of that Optionee.

 Employment,
Consulting and Management Agreements

 As
of the date hereof, other than as described below, the Company does not have any contract, agreement, plan or arrangement that provides
for payments to the named executive officers (the "NEOs") at, following, or in connection with any termination (whether voluntary,
involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO's responsibilities.

 On
April 4, 2023, the Company entered into an executive employment agreement with Sarfraz Habib pursuant to which Mr. Habib agreed to serve as the Company's Chief Financial Officer. In consideration of the services provided
by Mr. Habib, the Company agreed to pay a base salary of $128,952 per annum.

 We
have also entered into an agreement with Drew Green for board fees, pursuant to which we pay a fee of $7,164 per month.

 Pension
Plan Benefits

 The
Company does not anticipate having any deferred compensation plan or pension plan that provides for payments or benefits at, following
or in connection with retirement.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information regarding beneficial ownership of shares of our common shares as of November 25, 2025
by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of
our named executive officers and (iv) all of our directors and named executive officers as a group. Except as otherwise indicated, the
persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community
property laws, where applicable.

 Beneficial
 Owner

 Shares (1)

 Percentage

 Directors
 and Named Executive Officers

 Dasgupta(2)

 81,278

 5.87
 %

 Sarfraz Habib(3)

 16,069

 1.18
 %

 Kendall Marin(4)

 158,017

 11.41
 %

 Drew
 Green (5)

 60,814

 4.43
 %

 Paul
 Baron (6)

 8,739

 0.65
 %

 Tasis
 Giannoukakis (7)

 10021

 0.74
 %

 All
 Directors and Officers as a group (6 persons)

 131,278

 22.67
 %

 *

 Represents
 beneficial ownership of less than 1%.

 (1)

 Based
 on 1,345,941 common shares outstanding.

 (2)

 6,333 options at an exercise price of $72.00. The securities beneficially owned by Shubha Dasgupta are directly held by 5032771 Ontario
 Inc., an entity controlled by Mr. Dasgupta. It also include 20,000 stock options at an exercise price of $1.30 and 12,638 Restricted
 Stock Units (RSUs) at his own name.

 (3)

 11,046 Stock Options at an exercise price of $1.30 and 5,023 Restricted Stock Units.

 (4)

 6,333 options at an exercise price of $72.00 and 20,000 stock options at an exercise price of $1.30 and 12,638 Restricted Stock Units
 (RSUs).

 (4)

 5,107 options at an exercise price of $72.00 60 and 10,000 stock options at an exercise price of $1.30 and 5,107 Restricted Stock
 Units (RSUs).e directly held by DREWGREEN.CA INC., an entity controlled by Mr. Green.

 (5)

 511 options at an exercise price of $72.00 and 2,500 stock options at an exercise price of $1.30 and 2,523 Restricted Stock Units
 (RSUs)..

 (6)

 10,214 options at an exercise price of $3.60 and 2,500 stock options at an exercise price of $1.30 and 2,523 Restricted Stock Units
 (RSUs)..

 Securities
Authorized for Issuance Under Equity Compensation Plans

 The
following table summarizes information about our equity compensation plans as of August 31, 2025.

 Plan
 Category

 Number
 of
 securities
 to
 be
 issued upon
 exercise
 of
 outstanding
 options,
 warrants
 and
 rights
 (a)

 Weighted
 average
 exercise
 price of
 outstanding
 options,
 warrants
 and
 rights

 Number
 of securities
 remaining
 available
 for future
 issuance
 under
 equity
 compensation
 plans
 (excluding
 securities
 reflected
 in
 column
 (a))

 Equity
 compensation plans approved by security holder

 146,656

 $
 13.74

 122,532

 Equity
 compensation plans not approved by security holder

 -

 Total

 146,656

 $
 13.74

 122,532

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 Except
as described below and except for employment arrangements which are described under "Executive Compensation," during the
fiscal years ended August 31, 2025 and August 31, 2024, there have not been, nor are there currently proposed, any transaction in which
we are or were a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of the total assets at August 31,
2025, and any of our directors, executive officers, holders of more than 5% of our common shares, or any immediate family member of any
of the foregoing had or will have a direct or indirect material interest.

 Related
Person Transaction Policy

 We
expect to adopt a related person transaction policy that sets forth our procedures for the identification, review, consideration and
approval or ratification of related person transactions. The policy will become effective immediately upon the execution of the underwriting
agreement for this offering. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship,
or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants
in which the amount involved exceeds the lesser of $120,000 or 1% of our total assets at year-end for our last two completed fiscal years.
Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related
person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of
their immediate family members and any entity owned or controlled by such persons.

 Under
the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person
transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to
consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee
approval would be inappropriate, to another independent body of our Board, for review, consideration and approval or ratification. The
presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related
persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to
or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information
that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable
us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our
code of business conduct and ethics, our employees and directors will have an affirmative responsibility to disclose any transaction
or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions,
our audit committee, or other independent body of our Board, will take into account the relevant available facts and circumstances including,
but not limited to:

the risks, costs and benefits to us;

the impact on a director's independence in the event that the related person is a director, immediate family member of a director
or an entity with which a director is affiliated;

the availability of other sources for comparable services or products; and

the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

 The
policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other
independent body of our Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent
with, our best interests and those of our shareholders, as our audit committee, or other independent body of our Board, determines in
the good faith exercise of its discretion.

Independence

 The
NYSE American requires that a majority of our board of directors must be composed of "independent directors," which is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship,
which, in the opinion of the company's board of directors would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. The Board has determined that Paul Baron, Tasis Giannoukakis and Drew Green are considered
to be independent. Our Board currently consists of five directors, three of whom are independent.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following table sets forth the aggregate fees billed by MNP LLP as described below:

 2025

 2024

 Audit
 Fees

 $
 205,000

 $
 193,674

 Audit
 Related Fees

 $
 44,000

 $
 22,396

 Tax
 Fees

 $
 -

 $
 -

 All
 Other Fees

 $
 -

 $
 -

 Total

 $
 249,000

 $
 216,070

 Pre-Approval
Policies and Procedures

 The
Audit Committee mandate requires that the Audit Committee pre-approve any retainer of the auditor of the Company to perform any non-audit
services to the Company that it deems advisable in accordance with applicable legal and regulatory requirements and policies and procedures
of the Board. The Audit Committee is permitted to delegate pre-approval authority to one of its members; however, the decision of any
member of the Audit Committee to whom such authority has been delegated must be presented to the full Audit Committee at its next scheduled
meeting

 PART
IV

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a)

 Statements

 For
a list of the consolidated financial statements included herein, see Index to Consolidated Financial Statements on page F-1 of this Annual
Report, which is incorporated into this Item by reference.

 (b)

 Exhibits

 Exhibit

 No.

 Description

 3.1

 Articles of Continuance incorporated by reference to Exhibit 3.1 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

 3.2

 Bylaws incorporated by reference to Exhibit 3.2 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

 10.1

 Form of Securities Purchase Agreement, dated as of September 2, 2025, between Pineapple Financial Inc. and each Purchaser (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on September 10, 2025)

 10.2

 Form of Registration Rights Agreement, dated as of September 2, 2025, between Pineapple Financial Inc. and each Holder (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on September 10, 2025)

 10.3

 First Amendment to Securities Purchase Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.3 to our Form 8-K filed with the SEC on September 10, 2025)

 10.4

 Subscription Receipt Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.4 to our Form 8-K filed with the SEC on September 10, 2025)

 10.5

 Asset Management Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.5 to our Form 8-K filed with the SEC on September 10, 2025)

 10.6

 Trading Advisory Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.6 to our Form 8-K filed with the SEC on September 10, 2025)

 10.7

 ELOC Purchase Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.7 to our Form 8-K filed with the SEC on September 10, 2025)

 10.8

 Placement Agency Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.8 to our Form 8-K filed with the SEC on September 10, 2025)

 10.9

 Voting Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.9 to our Form 8-K filed with the SEC on September 10, 2025)

 10.10

 Lock-up Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.10 to our Form 8-K filed with the SEC on September 10, 2025)

 10.11

 Letter Agreement, dated as of September 4, 2025 (incorporated by reference to Exhibit 10.11 to our Form 8-K filed with the SEC on September 10, 2025)

 10.12

 International Swaps and Derivatives Association 2002 ISDA Master Agreement, dated as of September 30, 2025, by and between FalconX Bravo, Inc. and Pineapple Financial Inc.(incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on October 6, 2025)

 10.13

 International Swaps and Derivatives Association Schedule to the 2002 ISDA Master Agreement, dated as of September 30, 2025, between FalconX Bravo, Inc. and Pineapple Financial Inc. (incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on October 6, 2025)

 10.14

 Credit Support Annex to the Schedule to the ISDA 2002 Master Agreement, dated as of September 30, 2025, by and between FalconX Bravo, Inc. and Pineapple Financial Inc. (incorporated by reference to Exhibit 10.3 to our Form 8-K filed with the SEC on October 6, 2025)

 10.15

 Second Amendment to Securities Purchase Agreement, dated as of November 3, 2025 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on November 4, 2025)

 10.16

 Stock Option Plan incorporated by reference to Exhibit 10.1 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

 10.17

 Employment Agreement, dated April 4, 2023 between the Company and Sarfraz Habib incorporated by reference to Exhibit 10.3 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

 10.18

 Form of Mortgage Broker Affiliation Agreement incorporated by reference to Exhibit 10.4 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

 10.19

 Equity Purchase Agreement dated May 10, 2024 *

 10.20

 Registration Rights Agreement dated May 10, 2024 *

 10.21

 Securities Purchase Agreement dated May 10, 2024*

 10.22

 Convertible Promissory Note*

 14.1

 Code of Ethics+

 19.1

 Insider Trading Policy

 21.1

 List of Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 to the Company's Amendment to the Registration Statement on Form S-1 (No. 333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

 31.1

 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

 31.2

 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

 32.1

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350.

 97.1

 Clawback Policy

 99.1

 Audit Committee Charter+

 99.2

 Compensation Committee Charter+

 99.3

 Nominating and Corporate Governance Committee Charter+

 Cover

 ITEM
16. FORM 10-K SUMMARY

 None.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of Pineapple Financial Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Pineapple Financial Inc. (the Company) as of August 31, 2025 and 2024, and the related
consolidated statements of operations and comprehensive loss, changes in shareholders' equity, and cash flows for each of the years
in the two-year period ended August 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024
and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2025, in conformity
with accounting principles generally accepted in the United States of America.

 Material
Uncertainty Related to Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has negative cash flows
from operating activities which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Chartered
 Professional Accountants Licensed Public Accountants

 We
 have served as the Company's auditor since 2020.

 Mississauga,
 Canada

 2, 2025

 F- 1

 Consolidated
Balance Sheets

 As
at August 31, 2025 and 2024

 As at:

 2025

 2024

 $

 $

 Current assets

 Cash

 Note 14

 92,223

 155,224

 Prepaid expenses and deposits

 110,001

 157,911

 Total current assets

 2,319,595

 893,491

 Investment

 Note 4

 9,733

 10,042

 Right-of-use asset - net

 530,163

 828,674

 Property and equipment - net

 Note 5

 61,957

 152,610

 Intangible assets - net

 Note 6

 2,495,773

 2,211,775

 Total

 5,417,221

 4,096,592

 Liabilities and Shareholders' Equity

 Current liabilities

 Accounts payable and accrued liabilities

 2,125,160

 1,125,477

 Deferred revenue

 Note 13

 108,552

 111,921

 Loan from directors

 Note 17

 -

 Current portion of lease liability

 138,859

 161,508

 Total current liabilities

 3,001,691

 1,398,906

 Deferred government incentive

 Note 13

 314,998

 491,251

 Lease liability

 561,100

 815,599

 Warrant liability

 Note 8

 632,753

 41,520

 Total
 liabilities

 4,510,542

 2,747,276

 Shareholders' Equity

 Common shares (*), no
 par value; unlimited
 authorized; 1,340,941 issued and outstanding
 shares as of August 31, 2025 and 421,342
 as at August 31, 2024.

 Note 7

 11,621,468

 8,559,856

 Common shares to be issued

 88,136

 -

 Additional paid-in capital

 Note 8,9

 3,102,814

 Accumulated other comprehensive loss

 ( 509,300
)

 ( 408,510
)

 Accumulated deficit

 ( 13,396,439
)

 ( 9,757,974
)

 Total
 stockholders' equity

 906,679

 1,349,316

 TOTAL
 LIABILITIES AND STOCKHOLDERS' EQUITY

 5,417,221

 4,096,592

 Description of business (note 1)

 Going concern (note 1)

 Contingencies and commitments (note 15)

 Subsequent events (note 21)

 (*)
 On July 16, 2025,
the Company effected a 1-for-20 reverse stock split of its issued and outstanding common shares. All share and per-share information
in the consolidated financial statements and accompanying notes has been retroactively adjusted to reflect the reverse split. The reverse
stock split did not affect the Company's total shareholders' equity.

 Approved on behalf of Board of Directors

 "Shuba Dasgupta"

 "Drew Green"

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

 F- 2

 Consolidated
Statements of Operations and Comprehensive Loss

 For

 For the year ended

 2025

 2024

 $

 $

 Note 16

 2,986,823

 2,688,987

 Expenses

 Selling, general and administrative

 Note 11

 2,253,944

 2,382,225

 Advertising and marketing

 669,482

 860,047

 Salaries, wages and benefits

 1,645,024

 2,436,783

 Interest expense and bank charges

 336,115

 93,472

 Depreciation and amortization

 Note 5,6,10

 862,104

 838,843

 Share-based compensation

 Note 9

 -

 Government incentive

 Note 13

 ( 70,555
)

 ( 97,646
)

 Loss on derecognition of right of use of asset

 3,596

 -

 Total expenses

 5,934,716

 6,513,724

 Loss from operations

 ( 2,947,893
)

 ( 3,824,737
)

 (Loss) on extinguishment of liability

 Note 18

 -

 ( 156,339
)

 Foreign exchange gain (loss)

 10,133

 ( 38,836
)

 Gain on change in fair value of warrant liability

 Note 8

 ( 608,537
)

 63,769

 Gain on change in fair value of conversion feature liability

 Note 18

 -

 76,543

 Financing cost – warrant issuance

 Note 8

 ( 164,280
)

 -

 Accretion expense

 Note 18

 -

 ( 223,059
)

 Other income

 Note 20

 72,112

 -

 Net loss

)

)

 Foreign currency translation adjustment

 100,790

 9,217

 Net loss and comprehensive loss

 ( 3,537,675
)

 ( 4,093,442
)

 Net loss per share - basic and diluted

 ( 5.31
)

 ( 11.46
)

 Weighted average number of common shares (*) outstanding - basic and diluted (numbers)

 665,820

 357,297

 (*)
 On July 16, 2025, the Company effected a 20-for-1 reverse stock split of its issued and outstanding
common shares. All share and per-share information presented in the consolidated financial statements, including weighted-average shares
outstanding, EPS, and disclosures related to stock options, RSUs, and warrants, have been retroactively adjusted to reflect the reverse
stock split for all periods presented.

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

 F- 3

 Consolidated
Statements of Shareholders' Equity

 For

 Additional

 Accumulated

 Paid in

 other

 Accumulated

 Total

 Shares

 shares to

 Capital

 comprehensive

 (deficit)

 shareholders'

 (note 7)

 be issued

 (note 8 and 9)

 loss

 earnings

 equity

 $

 $

 $

 $

 $

 $

 4,903,031

 -

 ( 417,727
)

 ( 5,655,315
)

 1,785,933

 Shares issued on Initial Public offering on November 3, 2023

 2,751,937

 -

 -

 -

 -

 2,751,937

 Shares issued against convertible note

 465,680

 -

 -

 -

 -

 465,680

 Shares issued against equity purchase agreement

 487,491

 -

 -

 -

 -

 487,491

 Warrants issued related to Initial Public Offering

 ( 48,283
)

 -

 -

 -

 -

 ( 48,283
)

 Foreign exchange translation

 -

 -

 -

 9,217

 -

 9,217

 Net loss

 -

 -

 -

 -

)

)

 8,559,856

 -

 ( 408,510
)

 ( 9,757,974
)

 1,349,316

 Balance

 8,559,856

 -

 ( 408,510
)

 ( 9,757,974
)

 1,349,316

 Shares issued on follow up public offering

 1,847,477

 -

 -

 -

 -

 1,847,477

 Shares issued against warrants exercise

 1,701,398

 -

 -

 -

 -

 1,701,398

 Shares against Directors and Employees Stock options and restricted share units

 88,136

 146,870

 -

 -

 Shares issue cost

 ( 487,263
)

 -

 -

 ( 487,263
)

 Foreign exchange translation

 -

 -

 ( 100,790
)

 -

 ( 100,790
)

 Net loss

 -

 -

 -

)

)

 11,621,468

 88,136

 3,102,814

 ( 509,300
)

 ( 13,396,439
)

 906,679

 Balance

 11,621,468

 88,136

 3,102,814

 ( 509,300
)

 ( 13,396,439
)

 906,679

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

 F- 4

 Consolidated
Statements of Cash Flow

 For

 For the year ended:

 $

 $

 Cash provided by (used for) the following activities

 Operating activities

 Net loss for the year

)

)

 Adjustments for the following non-cash items:

 Depreciation of property and equipment

 Note 5

 82,113

 87,803

 Amortization of intangible assets

 Note 6

 592,942

 616,532

 Depreciation on right of use asset

 187,048

 134,508

 Bad debts written off

 48,524

 7,545

 Interest expense on lease liability

 51,431

 62,604

 Share-based compensation

 Note 9

 -

 Loss on derecognition of right of use of asset

 3,596

 -

 Change in fair value of warrant liability

 608,537

 63,769

 Accretion expense

 -

 223,059

 Loss on extinguishment of liability

 -

 156,339

 Gain (loss) on change in fair value of the conversion feature liability

 -

 ( 76,543
)

 Derecognition of right of use of assets

 -

 Unrealized foreign exchange gain (loss)

 -

 38,836

 Net changes in non-cash working capital balances:

 14,477

 596,219

 Prepaid expenses and deposits

 47,910

 60,239

 Accounts payable and accrued liabilities

 999,683

 519,943

 Deferred government incentive

 ( 176,253

)

 ( 208,376
)

 Deferred revenue

 ( 3,369

)

 111,921

 Net cash
 used in operating activities

 ( 946,820

)

 ( 1,708,261
)

 Financing activities

 Share capital issuance

 Note 7

 1,847,477

 2,751,937

 Loan from directors

 Note 17

 -

 Exercise of share warrants

 Note 7

 1,008,798

 -

 Warrant liability allocation on share capital issuance

 Note 8

 659,190

 -

 Share issue cost

 ( 487,313

)

 -

 Proceed from conversion note

 Note 18

 -

 300,000

 Proceed from equity purchase agreement

 -

 487,491

 Proceed from scientific research and development loan

 -

 87,369

 Repayment of scientific research and development loan

 Note 13

 -

 ( 517,467
)

 Repayment of lease obligations

 ( 206,185

)

 ( 196,703
)

 Net cash
 provided by financing activity

 3,451,087

 2,912,627

 Investing activities

 Additions to intangible assets

 Note 6

 ( 944,187

)

 ( 1,112,399
)

 Additions to property and equipment

 Note 5

 -

 ( 4,991
)

 Net cash
 used in investing activity

 ( 944,187

)

 ( 1,117,390
)

 Net change in cash

 1,560,080

 86,976

 Effect of changes in foreign exchange rates

 ( 23,065

)

 ( 226,985
)

 Cash, beginning of year

 720,365

 Cash, end of year

 Supplementary cash flow information:

 Interest paid

 218,512

 35,281

 Income taxes paid

 -

 -

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

 F- 5

 Notes

 For

 1.
 Description of business

 Pineapple Financial Incorporation, ("the
Company") was incorporated in 2006, under the Ontario Business Corporations Act. Later the company was registered under Canadian
Business Corp. The Company's head office is located at 200-111 Gordon Baker Road, Toronto, Ontario, M2H 3R1 Canada and its
securities are publicly listed on the New York Stock Exchange American (NYSEAmerican) under ticker "PAPL".

 Impact
from the global inflationary pressures leading to higher interest rates

fiscal 2024, global inflationary pressures resulted in central banks, including the Bank of Canada, increasing benchmark interest rates
to mitigate inflation. The resulting higher borrowing costs led to a slowdown in real-estate activity, reduced pricing pressures, and
lower transaction volumes across the housing market.

 In
fiscal 2025, the Bank of Canada began to gradually reduce interest rates as inflationary trends moderated and economic conditions softened.
While these decreases are expected to improve housing affordability and support market recovery over time, the full impact on the real-estate
sector and related businesses remains uncertain as of August 31, 2025.

 Going
Concern

 The Company continues to incur
significant operating losses and negative operating cash flows, a trend expected to persist in the near term. For the year ended
August 31, 2025, the Company incurred a net loss of $ 3,638,465
(2024 - $ 4,102,659) and
reported negative cash flows from operating activities of $ 946,820
(2024 - $ 1,708,261).
As at August 31, 2025, the Company had an accumulated deficit of $ 13,396,439
(2024 – $ 9,757,974)
and a working capital deficit of $ 682,096
(2024 - $ 505,415),
indicating that current assets are not sufficient to discharge existing liabilities as they become due. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.

 Management's
ability to sustain operations depends on realizing assets and managing obligations as they come due, as well as securing additional financial
resources. Subsequent to year-end, the Company entered into the Injective Digital Asset Treasury Initiative, pursuant to which the Company
expects to receive approximately $ 2.1 million upon the timely filing of its Form S-1. In addition, the Company completed an investment
of $ 11.4 million in Injective tokens, which management anticipates may generate future economic benefits through potential fair-value
appreciation.

 Management's
plans to address these conditions include:

 1.
 securing
 the proceeds expected under the Injective initiative,

 2.
 pursuing
 additional capital and financing arrangements, and

 3.
 implementing
 further cost-containment and working capital measures.

 These
plans are discussed further in Note 21, Subsequent Events. There is no assurance that these initiatives will be achieved as planned.
Accordingly, substantial doubt remains regarding the Company's ability to continue as a going concern.

 2.
 Significant accounting policies

 Statement
of compliance

 These
consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles ("US
GAAP").

 The
consolidated financial statements were authorized for issue by the Board of Directors on November ___, 2025.

 Basis
of preparation, functional and presentation currency

 The
consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business on the historical cost basis except for certain
financial instruments that are measured at fair value, as explained in the accounting policies below. Historical cost is generally based
on the fair value of the consideration given in exchange for assets. All financial information is in US Dollars ("USD") as
the Company's presentation currency and transactions are conducted in the functional currency of Canadian dollars ("CAD").

 Adjustment
for Reverse Stock Split

 In
July 2023, the Board of Directors approved a 1-for-3.9 reverse stock split (the "2023 Reverse Split"), which became effective
on July 14, 2023.

 On July 16, 2025, the Company effected
a 1-for-20 reverse stock split of its issued and outstanding common shares. The reverse split did not affect the total shareholders'
equity of the Company or the par value of the common shares. All share, option, warrant and restricted share unit ("RSU")
amounts, as well as all per-share information presented in these consolidated financial statements, have been retroactively adjusted to
reflect the reverse stock split for all periods presented.

 Operating
segments

 The
Company determines its reporting units in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 280, Segment Reporting. The Company evaluates a reporting unit by first identifying its operating segments
under ASC 280. The Company operates as one operating segment which is reported in a manner consistent with the internal reporting provided
to the chief operating decision-makers. The chief operating decision-makers are responsible for the allocation of resources and assessing
the performance of the operating segment and have been identified as the CEO and CFO of the Company.

 F- 6

 Notes

 For

 2.

 Significant accounting
 policies (continued from previous page)

 Basis
of consolidation

 The
consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, Pineapple Insurance Inc and Pineapple
National Inc. All transactions with the subsidiaries and any intercompany balances, gains or losses have been eliminated upon consolidation.
The subsidiaries have a USD presentation currency, and the functional currency is in CAD, and accounting policies have been applied consistently
to the subsidiaries.

 ASC
842 Leases

 At
inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset
and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the
lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received.

 The
right-of-use assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the
straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise
that option. In addition, the right-of-use asset can be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's
incremental borrowing rate.

 The
Company recognized a lease liability and right-of-use asset for most leases and applied ASC 842. The lease liability was measured at
the present value of the remaining lease payments, discounted using the Company's estimated incremental borrowing rate at the date
of initial application. Right-of-use assets were measured at an amount equal to the lease liability, adjusted by
the amount of any prepaid or accrued lease payments relating to that lease recognized in the consolidated statement of financial position
immediately before the date of initial application.

instruments

 The
following table shows the classification categories under US GAAP ASC 825 for each class of the Company's financial assets and
financial liabilities.

 Asset /
 liability:

 Classification:

 Cash

 FVTPL

 Amortized cost

 Investments

 FVTPL

 Accounts payable and accrued liabilities

 Amortized cost

 Loan

 Amortized cost

 Warrant liability

 FVTPL

assets

 Recognition
and initial measurement

 The
Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured
initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction
costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently
measured at fair value through profit or loss are expensed in profit or loss when incurred.

 F- 7

 Notes

 For

 2.

 Significant accounting
 policies (continued from previous page)

 Classification
and subsequent measurement

 On
initial recognition, financial assets are classified and subsequently measured at amortized cost, fair value through other comprehensive
income ("FVOCI") or fair value through profit or loss ("FVTPL"). The Company determines the classification of
its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their
contractual cash flow characteristics.

assets are classified as follows:

 Amortized cost - Assets
 that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured
 at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment,
 foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of
 trade and other receivables.

 Fair value through other
 comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for
 which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive
 income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange
 are recognized in profit or loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive
 income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit
 or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income.

 Mandatorily at fair value
 through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive
 income, are measured at fair value through profit or loss. All interest income and changes in the financial assets' carrying
 amount are recognized in profit or loss. Financial assets mandatorily measured at fair value through profit or loss are comprised
 of cash and investments.

 Designated at fair value
 through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at
 fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise
 from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes
 in the financial assets' carrying amount are recognized in profit or loss. The Company does not hold any financial assets designated
 to be measured at fair value through profit or loss.

 Contractual
cash flow assessment

 The
cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual
terms. For this purpose, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest'
is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other
basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of
cash flows such as prepayment and extension features, terms that might limit the Company's claim to cash flows, and any features
that modify consideration for the time value of money.

 F- 8

 Notes

 For

 2.

instruments (continued from previous page)

 Impairment

 The
Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets
measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time
value of money, and reasonable and supportable information regarding past events, current conditions, and forecasts of future economic
conditions.

 The
Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal
to the expected credit losses resulting from all possible default events over the assets' contractual lifetime.

 The
Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is
credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts
and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-
impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses.

 For
financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the statements of financial
position as a deduction from the gross carrying amount of the financial asset.

assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

 Derecognition
of financial assets

 The
Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

liabilities

 Recognition
and initial measurement

 The
Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition,
the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance,
except for financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately
recorded in profit or loss.

 Where
an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the
instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount.

 Classification
and subsequent measurement

 Subsequent
to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest,
gains and losses relating to a financial liability are recognized in profit or loss.

 Derecognition
of financial liabilities

 The
Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.

 F- 9

 Notes

 For

 2.

instruments (continued from previous page)

 Fair
value

and liabilities carried at fair value must be classified using a three-level hierarchy that reflects the significance and transparency
of the inputs used in making the fair value measurements.

 Level 1

 inputs are unadjusted quoted
 prices of identical instruments in active markets;

 Level 2

 inputs other than quoted
 prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

 Level 3

 inputs that are not based
 on observable market data (unobservable data).

 Determination
of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of a financial
instrument in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. Cash is recorded
at fair value using level 1 inputs and investments are recorded at fair value using level 3 inputs and warrant liability is measured
using level 2 inputs. During the year, there were no transfers between the levels of fair value.

 Income
taxes

 Income
tax expense includes U.S. and international income taxes, and interest and penalties on uncertain tax positions. Certain income and expenses
are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as
deferred income taxes. Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit
will not be realized. All deferred income taxes are classified as long-term in our consolidated balance sheets.

 In December 2023, the FASB issued
a new standard to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized
categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard
will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating
the impact of this standard on our income tax disclosures.

 Share
Capital

shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from
shareholders' equity.

 F- 10

 Notes

 For

 2.

 Earnings
per share

 The
Company computes basic and diluted earnings per share ("EPS") in accordance with ASC 260, Earnings per Share.

Basic EPS is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares
outstanding during the reporting period.

 Diluted
EPS is calculated by adjusting both the numerator and the denominator of the basic EPS calculation for the effects of all potential common
shares that are dilutive. Potential common shares include stock options, warrants, and restricted share units (RSUs). These instruments
are considered dilutive only when their assumed conversion or exercise would decrease earnings per share or increase loss per share from
continuing operations.

 For
the years presented, potential common shares were anti-dilutive due to net losses and therefore were excluded from the diluted EPS calculation.
Accordingly, basic and diluted loss per share are the same for all periods.

 All
share and per-share information has been retroactively adjusted to reflect the Company's 20-for-1 reverse stock split, which was
approved by the Board of Directors and implemented in July 16 th, 2025. The reverse stock split did not affect the total shareholders'
equity or par value of the common shares.

payment arrangements

 Equity-settled
share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the
grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 9.

 The
fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting
period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in equity.
At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact
of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to the additional paid-in capital.

 Equity-settled
share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received,
except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments
granted, measured at the date the entity obtains the goods or the counterparty renders the service.

 Property
and equipment

 Property
and equipment are recorded at cost, net of accumulated depreciation and accumulated impairment losses, if any. Cost includes all expenditures
incurred to bring the assets to the location and condition necessary for them to be operated in the manner intended by management.

is calculated using the following terms and methods:

 Schedule of estimated useful life of property and equipment

 Equipment

 5 years

 Furniture

 5 years

 IT Equipment

 3 years

 Leasehold Improvement

 5 years

 Laptops

 3 years

 An
item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising
on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is
included in profit or loss in the year the asset is derecognized.

 F- 11

 Notes

 For

 2.

assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination
is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated
amortization and accumulated impairment losses.

 Development
costs for internally-generated intangible assets are capitalized when all of the following conditions are met:

 The costs attributable
 to the asset can be measured reliably.

 It is probable that the
 intangible asset will generate future economic benefits.

 The Company can demonstrate
 the control and ability to use the intangible asset.

 The
amount initially recognized for internally-generated intangible assets is the sum of the expenditures incurred from the date when the
intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized,
development expenditures are charged to the consolidated statement of operations and comprehensive loss in the period in which the expense
is incurred.

assets with finite lives are amortized over the estimated useful economic life and assessed for impairment whenever there is an indication
that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite
useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate,
and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in
the consolidated statements of operations and comprehensive loss and in the expense category that is consistent with the function of
the intangible assets.

assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating
unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable.
If not, the change in useful life from indefinite to finite is made on a prospective basis.

 An
intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits
are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between
the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations and comprehensive
loss.

 Cost includes all expenditures
incurred to bring the assets to the location and condition necessary for them to be operated in the manner intended by management.

 Amortization
is calculated using the following terms and methods:

 Schedule of estimated useful life of intangible assets

 Software

 7 years

recognition

 The
Company generates its revenue by charging commissions on mortgages that are applied for through the automation and digitalization process
that the Company has in place.

 F- 12

 Notes

 For

 2.

recognition (continued)

 The
Company has adopted ASC 606 (Revenue from Contracts with Customers). The standard provides a single comprehensive model for revenue recognition.
The core principle of the standard is that an entity shall recognize revenue to depict the transfer of promised goods or services to
customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The standard introduced a new contract-based revenue recognition model with a measurement approach that is based on an allocation of
the transaction price. It establishes a five-step model to account for revenue arising from contracts with customers. Under ASC 606,
revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring
good or services to a customer. The standard requires entities to exercise Judgment, taking into consideration all of the relevant facts
and circumstances when applying each step of the model to contracts with customers. The standard also specifies the accounting for incremental
costs of obtaining a contract and the costs directly related to fulfilling a contract.

is recognized at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring
goods or services to a customer.

 Rendering
of services – The Company hosts an online website, that brokers and agents can utilize to close out deals.

 The
Company's subsidiary, Pineapple Insurance Inc., generates its revenue by charging commission on for insurance policies and services.
Pineapple Insurance is associated with a major insurance company from which it earns commissions for the provision of these services,
primarily mortgage insurance. Mortgage insurance is a requirement of each mortgage. Pineapple Insurance has also adopted ASC 606. Typically,
Pineapple Insurance is the agent supplying insurance services to the consumer and paid a commission from the premiums collected by the
insurance company whose products and services it provides to the end consumer.

 The
Company has five revenue streams:

 a)

 Sales
Revenue is commission collected from financial institutions with whom it has contracts in place. The company earns revenue based on
a percentage of mortgage amount funded between individual referred by the company and financial institutions funding the mortgage. Pineapple
Financial Inc. acts as agent in these deals as we provide the platform for other parties to provide services to the end-user. For each
contract with a customer, the company identifies the contract with a customer; identifies the performance obligations in the contract;
determines the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each
distinct good or service to be delivered; and recognizes revenue when or as each performance obligation is satisfied in a manner that
depicts the transfer to the customer of the goods or services promised. The company recognizes revenue when: a contract exists with
a lender party and an agent broker, the contract identifies the use of the platform service to close a mortgage deal, the mortgage deal
has been closed with the lending financial institution, and commissions paid by the lending financial institution based on various criteria
of the mortgage deal including but not limited to interest rates available at that time, term, seasonality, collateral, income, purpose,
etc. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services
provided in the normal course of business. Revenue is recognized at the end of the deal upon completion of all the actions listed above.
A typical transaction attracts a commission fee payable to Pineapple Financial Inc.

 b)

 Subscription Revenue is
 a flat fee that is charged to the brokers and agents for use of the platform. Revenue is recognized over the service period.

 c)

 Underwriting Revenue is
 a flat fee charged for risk pre-assessment of the deal before it is submitted to the Lender Partner for funding. The flat fee is
 based on the amount of funded volume being financed in the deal. Revenue is recognized at the end of the deal upon completion of
 the actions listed in a).

 d)

 Sponsorship revenue is
 received from lenders to promote their brands at company events. Company received the revenue in advance and any unused sponsorship
 revenue is treated as deferred revenue.

 e)

 The
 Company earns insurance commission revenue through its Pineapple Insurance division, which
 facilitates the placement of insurance policies with third-party carriers. In evaluating
 whether the Company acts as a principal or an agent in these arrangements, management considered
 who controls the insurance product and which party is primarily responsible for fulfilling
 the policy obligation. The Company concluded that it acts as an agent in these transactions.
 Insurance carriers determine the premium, underwriting criteria, coverage terms, and assume
 all associated insurance and claims risk. Pineapple's role is limited to connecting
 customers with the insurance provider, collecting required information, and facilitating
 the policy application process. Because the Company does not control the insurance product
 before it is transferred to the customer, revenue is recognized on a net basis, representing
 only the commission retained by the Company after remitting any applicable referral or agent-related
 amounts.

 F- 13

 Notes

 For

 2.

 Impairment of non-financial
assets

 Property
and equipment, and intangible assets (other than goodwill) are tested for impairment when events or changes in circumstances indicate
the carrying value may not be recoverable. When an indication of impairment is identified, the carrying value of the asset or group of
assets is measured against the recoverable amount. The Company evaluates impairments losses, other than goodwill impairment, for potential
reversals when events or circumstances warrant such consideration.

 Principal
versus Agent considerations

 Judgment
is required in determining whether the Company is a principal or agent in transactions with the lending financial institutions ("Lender
Partner"). The Company evaluates the presentation of revenue on a gross basis, or a net basis based on whether the Company controls
the service provided to the end user and are the principal (i.e., "Gross") or the Company arranges the brokers to provide
the service to the end user and are an agent ( i.e., "Net"). This determination impacts the presentation of the commission
payable to the brokers.

 For
the transactions with the Lender partner our role is to provide instructions to the brokers on the information required from homeowners
to complete a successful mortgage application that would be presented to the Lender partner to review and accept and pay a commission
to Pineapple for facilitating a successful mortgage application. The Company concluded that the control of the mortgage application is
with brokers as the ultimate information that is to be obtained from the homeowners to provide to the lender partner is controlled by
the broker and the Company only facilitates the information transfer from the broker to the Lender partner to obtain mortgage for the
homeowner as such the Company is an agent.

For insurance-related commissions, the Company also assessed whether it acts as a principal or an agent in transactions with third-party
insurance providers. The insurance providers control the key aspects of the insurance product, including the underwriting criteria, pricing
of premiums, policy terms, and assumption of all associated risk. The Company's role is limited to facilitating the referral of
clients to the licensed insurance providers and assisting brokers in gathering and transmitting the information required to complete
the insurance application process. Because the Company does not control the insurance service before it is transferred to the customer
and does not bear underwriting or pricing risk, the Company concluded that it is acting as an agent in these transactions. Accordingly,
insurance commissions are presented on a net basis.

 Provisions

 A
provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that
an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated.
The amount of a provision is the best estimate of the consideration at the end of the reporting period. Provisions measured using estimated
cash flows required to settle the obligation are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

 A
provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the
unavoidable cost of meeting its obligations under the contract. The Company had no material provisions as at August 31, 2025 and 2024.

government grant

 Government grants are recognized when there is reasonable assurance that the grants will be received and the company
will comply with the conditions. The grants is deferred and recognized as a liability and is recognized in the statement of operations
and compressive loss over the useful life of the intangible asset.

 Recently
issued and adopted accounting standards:

 As
an "emerging growth company," as defined under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"),
the Company is permitted to delay adoption of new or revised accounting pronouncements applicable to public business entities until such
pronouncements are made applicable to private companies. The Company has elected to use this extended transition period provided under
the JOBS Act. Accordingly, the adoption dates discussed below reflect this election.

 Recently
 Adopted

 1.

 In
 December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income
 Tax Disclosures. This standard modifies the rules on income tax disclosures to require entities
 to disclose specific categories in the rate reconciliation, the income or loss from continuing
 operations before income tax expense or benefit, and income tax expense or benefit from continuing
 operations. ASU 2023-09 also requires entities to disclose their income tax payments to international,
 federal, state, and local jurisdictions. The ASU is effective for years beginning after December
 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis,
 although retrospective application is permitted. The Company is currently evaluating the
 impact of this standard on its financial statements and disclosures.

 2.

 In
 March 2024, the FASB issued ASU 2024-01 - Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest
 and Similar Awards. This standard clarifies whether profits interest and similar awards fall within the scope of stock-based compensation
 guidance as defined in ASC Topic 718, introducing examples to demonstrate this. The ASU includes scenarios where profits interest
 awards are classified as equity instruments or liability awards and situations where they fall outside ASC Topic 718, being accounted
 for under ASC Topic 710. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This
 ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating
 the impact of this standard on its financial statements and disclosures.

 3.

 In
 January 2025, the FASB issued ASU 2025-01 - Income Statement — Reporting Comprehensive Income — Expense Disaggregation
 Disclosures (Subtopic 220-40): Clarifying the Effective Date. This standard amends the guidance issued in 2024 to confirm that all
 public business entities must present the required expense-disaggregation disclosures in annual periods beginning after December
 15, 2026, and interim periods within annual periods beginning after December 15, 2027. The ASU is effective for years beginning after
 those dates, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application
 is permitted. Because the amendment only affects disclosure timing, the Company does not expect this standard to have a material
 impact on its financial statements and disclosures.

 4.

 In
 June 2025, the FASB issued ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting
 Acquirer in a Variable-Interest Entity. This standard clarifies that when a business combination is effected primarily by exchanging
 equity interests and the legal acquiree is a variable-interest entity ("VIE") that meets the definition of a business,
 entities must identify the accounting acquirer using the factors in ASC 805-10-55-12 through 55-15, rather than relying solely on
 the VIE consolidation model. The ASU is effective for years beginning after December 15, 2026, but early adoption is permitted. This
 ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating
 the impact of this standard on its financial statements and disclosures.

 F- 14

 Notes

 For

 3.
 Significant accounting judgments, estimates and assumptions

 The
preparation of consolidated financial statements requires the directors and management to make judgments, estimates and assumptions that
affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ
from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and
future periods if the revision affects both current and future periods.

 The
following are the critical estimates and judgments applied by management that most significantly affect the Company's consolidated
financial statements. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to
the carrying amount of assets or liabilities affected in future periods.

 Investments
(level 3)

 Where
the fair values of financial assets and financial liabilities recorded on the consolidated statements 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; where observable market data is not available, Management's judgment is required to establish
fair values.

 Expected
credit losses (ECL)

 The Company applies the expected credit loss model to accounts receivable in accordance with ASC 326. Determining
the allowance for expected credit losses requires management judgment in assessing historical collection trends, customer creditworthiness,
current economic conditions and forward-looking information. Because these factors may change over time, the allowance involves a degree
of estimation uncertainty, and actual credit losses may differ from management's estimates.

 Share
based compensation

 The
Company accounts for share-based compensation in accordance with ASC 718 — Compensation — Stock Compensation. The Company's
share-based awards include stock options and restricted stock units ("RSUs") granted to directors, officers, and employees.

 Stock
 options

 Certain
stock options granted in prior fiscal years contain a service-based vesting period of up to 36 months. The fair value of these options
is determined on the grant date using the Black-Scholes option-pricing model, which incorporates assumptions regarding share-price volatility,
risk-free interest rates, expected dividend yields, and expected option life. Compensation expense for these awards is recognized on
a straight-line basis over the vesting period.

the current fiscal year, the Company granted stock options to directors and employees for services previously rendered. These awards
were fully vested at the grant date and therefore did not contain any service or performance vesting conditions. The fair value of these
immediately vested options was determined using the Black-Scholes model as of the grant date, and the entire fair value was recognized
immediately as share-based compensation expense in the consolidated statements of income and comprehensive income.

 Restricted
stock units (RSUs)

 RSUs
granted during the current fiscal year were also issued in consideration of past services and were fully vested at the date of grant.
The fair value of RSUs is based on the market price of the Company's common shares on the grant date, and the full fair value was
recognized as compensation expense immediately upon issuance.

 The
Company records share-based compensation expense separately. For awards that are fully vested upon grant, no estimates of forfeitures,
expected terms, or future service periods are required. For any future awards subject to vesting, compensation expense will be recognized
on a straight-line basis over the requisite service period.

 Warrant
liability

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all
of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary
shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date
thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements
of operations and comprehensive loss.

 The
warrants are not precluded from equity classification and are accounted for as such on the date of issuance and will be on each consolidated
balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value).

 Derivative
financial instrument

 The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"). For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive
loss. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated
value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

 Going
concern

 Preparation
of the consolidated financial statement on a going concern basis, which contemplates the realization of assets and payments of liabilities
in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying
value of its assets, including its intangible assets and to meet its liabilities as they become due.

 F- 15

 Notes

 For

 3.

 Significant accounting judgments, estimates and assumptions
(continued)

 Useful
life of Assets

 Property,
plant and equipment

 Property,
plant and equipment are recorded at cost, less accumulated depreciation and impairment losses, if any. Depreciation is provided using
the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred,
while major renewals and improvements are capitalized. Gains and losses on disposals are recognized in the consolidated statements of
operations and comprehensive loss when assets are retired or otherwise disposed of.

periodically reviews the estimated useful lives of property and equipment to ensure they reflect the assets' expected economic
benefit. No changes in useful life estimates were made during the year ended August 31, 2025.

assets

assets consist primarily of internally developed or acquired software and technology platforms used in the Company's operations.
These assets are amortized on a straight-line basis over their estimated useful lives, which are currently seven years.

 In
June 2024, the Company reassessed the expected economic benefit of certain software assets and increased their estimated useful life
from five years to seven years. That change in estimate was accounted for prospectively in accordance with ASC 250 – Accounting
Changes and Error Corrections. No further revisions to useful life estimates were made during the fiscal year ended August 31, 2025.

 The
Company evaluates intangible assets for indicators of impairment whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable, in accordance with ASC 350 and ASC 360. No indicators of impairment were identified during
the year.

 Impairment of
Non-Current Assets

 The Company reviews
its long-lived assets, including property and equipment and capitalized software development costs, for indicators of impairment in accordance
with ASC 360 - Property, Plant, and Equipment and ASC 350 - Intangibles
 - Goodwill and Other. Significant judgment is required in assessing whether
triggering events have occurred and in estimating the recoverable amount of these assets.

 When indicators
of impairment are identified, the Company estimates the asset's future undiscounted cash flows to determine whether the carrying
amount is recoverable. If not recoverable, the impairment loss is measured as the excess of the carrying amount over fair value, which
is based on discounted cash flows or other valuation techniques. These estimates require management to make assumptions regarding expected
future economic conditions, product performance, technology life cycles, and the useful lives of assets.

 No impairment
charges were recognized during the years ended August 31, 2025 and 2024; however, changes in underlying assumptions may result in material
impairment in future periods.

 4.
 Investment

 The fair value of the Company's 5 % investment in a private company
is determined using Level 3 inputs under ASC 820. Management assesses fair value annually using a market-approach valuation technique,
considering factors such as the investee's financial performance, recent arm's-length transactions, and comparable private-company
multiples. For the years ended August 31, 2025 and 2024, no observable changes in these inputs or in the investee's financial condition
were identified; accordingly, management concluded that the fair value remained unchanged. Any translation differences are recorded through
earnings.

 5.
 Property and equipment

 The
Company's property and equipment consist of equipment, furniture, IT equipment, leasehold improvements and laptops.

 Schedule of property and equipment

 Property and equipment

 Cost

 $
 349,283

 Additions

 4,991

 $
 355,576

 Disposal

 ( 6,357
)

 ( 17,342
)

 $
 338,234

 Accumulated depreciation

 $
 107,192

 87,803

 -

 7,971

 $
 202,966

 82,113

 Disposal

 ( 2,761
)

 ( 8,802
)

 $
 276,277

 Net carrying value

 $
 61,957

 $
 152,610

 F- 16

 Notes

 For

 6.
 Intangible assets

the current year, the Company capitalized development costs related to internally generated software classified as intangible assets.

 Schedule of cost and accumulated depreciation

 Intangible assets

 Cost

 $
 2,057,525

 Additions

 1,112,399

 ( 1,794
)

 $
 3,168,130

 Additions

 944,187

 ( 95,104
)

 $
 4,017,213

 Accumulated amortization

 $
 338,571

 Amortization

 616,532

 1,252

 $
 956,355

 Amortization

 592,942

 ( 27,857
)

 $
 1,521,440

 Net carrying value

 $
 2,495,773

 $
 2,211,775

 The
estimated amortization expense of definite-lived intangible assets is as follows:

of amortization expense of definite lived intangible assets

 Year ending August 31,

 2026

 831,925

 2027

 831,925

 2028

 831,924

 Total

 $
 2,495,774

 F- 17

 Notes

 For

 7.
 Share capital

 Authorized
share capital

 The
authorized share capital of the Company consists of an unlimited number of common shares with no par value.

 Schedule of authorized share capital

 #

 $

 315,349

 4,903,031

 Issuance of common shares on initial public offering

 43,750

 3,500,000

 Issuance of common share against conversion note

 25,094

 465,680

 Issuance of common shares on equity purchase agreement

 37,149

 487,491

 Share issuance costs

 -

 ( 748,063
)

 Warrants issued

 -

 ( 48,283
)

 421,342

 8,559,856

 Issuance of common shares against S3

 19,133

 232,708

 Issuance of common shares against prefunded warrants

 64,200

 780,769

 Issuance of common share against S1

 500,000

 834,000

 Issuance of common shares against warrants conversion

 336,266

 1,701,398

 Share issuance costs

 -

 ( 487,263
)

 1,340,941

 11,621,468

 November 03, 2023 – Initial public
offering

 In
the prior fiscal year (2024), the Company completed its initial public offering on the NYSE American, issuing 43,750 common shares for
gross proceeds of approximately $ 3.5 million. That offering established the Company's public listing and provided the foundation
for the subsequent financings.

 November
14, 2024 - Issuance under Form S-3 Offering

 On
November 14, 2024, the Company issued 382,667 common shares (pre-reverse) at $ 0.60 per share, for total gross proceeds of approximately
$ 232,708

 Following
the 1-for-20 reverse stock split implemented in July 2025, this issuance is presented as 19,133 common shares at $ 12.00 per share.

 January
– May 2025 - Exercise of Prefunded Warrants

 Between
January 2025 and May 2025, holders of prefunded warrants exercised 1,284,000 warrants (pre-reverse), resulting in the issuance of 64,200
common shares (post-reverse) for value of $ 780,769.

 May
5, 2025 - Form S-1 Offering

 On
May 5, 2025, the Company completed a registered public offering under Form S-1, issuing 10,000,000 common shares (pre-reverse) at $ 0.15 per share (or 500,000 common shares post-reverse) for gross proceeds of approximately
$ 1.5 million.

 In
connection with this offering, the Company issued 10,000,000
detachable warrants pre reverse split ( 500,000 detachable warrants after reverse split) each exercisable for one common share at
$ 0.15
per share pre-reverse, or $ 3.00
per share post-reverse. These warrants were assessed under ASC 480 and ASC 815, Derivatives and Hedging and determined to require
liability classification, as certain settlement features are not indexed solely to the Company's own stock.

 The
warrant liability was initially recognized at fair value of $ 659,190 on the issuance date using the Black-Scholes option-pricing
model and is remeasured at each reporting date, with changes in fair value recognized in the consolidated statements of operations
and comprehensive loss.

 Residual
proceeds of $ 834,000 were allocated to common stock within equity, net of issuance costs.

 July
– August 2025 - Warrant Conversions

July and August 2025, a total of 336,266 warrants were exercised at an exercise price of $ 3.00 per share, resulting in the issuance of
 336,266 common shares and valuing $ 1,701,398. Upon exercise, the related portion of the warrant liability was
reclassified to equity.

 Reverse
Stock Split

 On
July 16, 2025, the Company effected a 20-for-1 reverse stock split of its issued and outstanding common shares (the "Reverse Split").
As a result of the Reverse Split, every twenty (20) common shares issued and outstanding prior to the effective date were automatically
combined into one (1) common share. No fractional shares were issued in connection with the Reverse Split; any fractional entitlements
were rounded in accordance with the Company's governing documents.

 The
Reverse Split did not affect the total shareholders' equity, the carrying amount of common shares, or the par value of the Company's
common shares.

 All
share, per-share, warrant, option, and RSU figures presented in these consolidated financial statements and accompanying notes have been
retroactively adjusted to reflect the Reverse Split for all periods presented.

of Share Capital

 As
of August 31, 2025, the Company had 1,340,941 common shares issued and outstanding (August 31, 2024 – 421,342) and no preferred
shares outstanding.

 F- 18

 Notes

 For

 8.
 Warrants

 a)

 Common Share purchase warrant

 Schedule of common share purchase warrant

 #

 $

 82,650

 2,922,853

 Share-based compensation expense

 -

 33,091

 82,650

 Share-based compensation expense

 -

 146,870

 82,650

 3,102,814

 b)

 Warrant Liability

 As
noted in Note 7 above on November 3, 2023, the Company issued 1,313 warrants at an exercise price of $ 80.00 with an expiry date of October
31, 2028 and on May 5, 2025 the Company issued 500,000 warrants at an exercise price of $ 3.00 with an expiry date of May 05, 2030. As
per ASC 815 the instruments did not meet the criteria to be classified as equity instruments as such were classified as a financial liability.
Below is the continuity of the warrant liability valuation.

 The
warrants issued on November 3, 2023 were valued using the Black-Scholes method with the share price of $ 37.20, exercise price of $ 80,
term of 5 years, risk free rate of 3.79 % and volatility of 142 % at issuance and share price of $ 4.02, exercise price of $ 80, term of
 3.17 years, risk free rate of 3.59 % and volatility of 189 % as at August 31, 2025.

 The
warrants issued in May 2025, were valued using the Black-Scholes method with the share price of $ 2.54,
exercise price of $ 3.00 term of 5 years, risk free rate of 3.95 %
and volatility of 170.38 %
at issuance and share price of $ 4.02,
exercise price of $ 3.00,
term of 4.72 years, risk free rate of 3.97 %,
and volatility of 188.55 %
as at August 31, 2025.

 Schedule of warrant liability

 #

 $

 Balance at August 31, 2023

 -

 -

 Issuance of warrants

 1,313

 48,283

 Issuance of warrants related to the convertible debt

 50,000

 56,701

 Change in fair value of warrant liability

 ( 63,769
)

 Fair Value of Warrants at August 31, 2024

 51,313

 41,520

 Change in fair value of expiration of warrants relating to conversion debt

 ( 50,000
)

 ( 23,873
)

 Issuance of warrants against S1

 500,000

 659,190

 Conversion of warrants into shares

 ( 336,266
)

 ( 674,914
)

 Change in fair value of warrants liability

 632,410

 ( 1,580
)

 Fair Value of Warrants at August 31, 2025

 165,047

 632,753

 Schedule of estimate fair value of warrant

 Weighted average estimated fair value per common share

 $
 2.63

 0.45

 Weighted average exercise price of the warrant

 $
 3.20

 2.85

 Weighted average expected life of the warrant

 4.67 years

 0.85 years

 As
at August 31, 2025, the warrants had a weighted-average intrinsic value of $ 1.02 per warrant or total $ 167,008 (August 31, 2024 –
$ nil).

 c)
Pre-funded warrant

 Schedule of pre-funded warrant

 #

 $

 Pre-funded warrant issued November 13, 2024

 64,200

 780,769

 Conversion of warrants into shares

 64,200

 780,769

 -

 -

 The
purchase price of each Pre-Funded Warrant was $ 11.998 (Pre-reverse split $ 0.5999), which is equal to the price per share at which the Shares are being sold, minus $ 0.002
(Pre-reverse split $$ 0.0001), the exercise price of each Pre-Funded Warrant. During the period, 64,200 (Pre-reverse split 1,284,000)
pre-funded warrants were exercised and converted into the common shares of the Company.

 During the fiscal year, the Company recorded $ 216,856
in expenses attributable to underwriter commissions and legal fees associated with the issuance of the prefunded warrants.

 F- 19

 Notes

 For
the years ended August 31, 2024 and 2023

 9.
 Share-based benefits reserve

 The
Company maintains two equity-based compensation plans, the 2021 Legacy Plan and the 2022 Omnibus Plan, designed to attract, retain, and
motivate qualified directors, officers, employees, and consultants whose contributions are important to the Company's success by
offering them an opportunity to participate in the Company's future performance through share-based awards.

 Each
stock option granted under the plans entitles the holder to acquire one common share of the Company upon exercise. No amounts are payable
by the recipient on receipt of the option. The options carry no dividend or voting rights and may be exercised at any time after vesting
and before their expiry date.

 The
total number of common shares reserved for issuance under the plans is limited to 10 % of the Company's issued and outstanding common
shares at any given time.

 On
June 14, 2021, the Company granted stock options that vest over a two-year period, with 25% vesting on the grant date and the remaining
unvested options vesting in equal six-month instalments thereafter. The fair value of these options at the grant date was $ 1,317,155.
 No stock-based compensation expense was recognized in relation to these grants for the years ended August 31, 2025 and August 31, 2024.

the year ended August 31, 2025, pursuant to a Board of Directors resolution dated July 16, 2025, the Company approved the issuance
of 46,437
Restricted Share Units (RSUs) for a value of $ 88,136 under the 2022 Omnibus Plan and 73,570
stock options for a value of $ 146,870, under the 2021 Legacy Plan. The options were granted with an exercise price equal to the fair
market value of the Company's common shares on the grant date, $ 1.30
per share. Company is in process of issuing 46,437 shares against the RSUs.

 These
RSUs and options were granted in recognition of the recipients' past performance and contributions and were therefore fully vested
upon grant, with no remaining service or vesting conditions. The RSUs were valued at the market price of the Company's common shares
on the grant date, and the stock options were valued using the Black-Scholes option-pricing model.

 As
a result of these grants, the Company recognized a stock-based compensation expense of $ 235,006
during the year ended August 31, 2025, $ Nil during the year ended August 31, 2024.

 The
following reconciles the options outstanding at the beginning and end of the period that were granted to eligible participants pursuant
to the Plan:

 Schedule of options outstanding granted

 Number of Options

 Weighted Average Exercise Price

 Number of Options

 Weighted Average Exercise Price

 #

 $

 #

 $

 Balance, beginning of year

 28,284

 74.40

 28,284

 74.40

 Granted during the year

 73,570

 1.30

 -

 -

 Balance as at year end

 101,854

 28.08

 28,284

 74.40

 Exercisable as at year end

 101,854

 28.08

 28,284

 74.40

 As
of August 31, 2025, all outstanding stock options were fully vested and exercisable, including those granted during the year with a contractual
term of ten ( 10) years from the grant date (expiring July 16, 2035). The weighted-average remaining contractual life of all options outstanding
was approximately 7.35 years (August 31, 2024 – 1.8 years). The aggregate intrinsic value of options outstanding at year-end was
approximately $ 200,110, based on the closing market price of $ 4.02 per share.

 F- 20

 Notes

 For

 10.
 Right-of-use asset and lease liability

 The
Company leases all of its office premises in Ontario and British Columbia, Canada under non-cancellable operating lease arrangements
accounted for under ASC 842 — Leases.

 Ontario
Offices

 The
Company's head office premises in Ontario comprise approximately 4,894 square feet under a lease that was extended to January
1, 2030. In addition, during fiscal 2024 the Company acquired 8,368 square feet of adjacent space from the same landlord, with the
new lease also expiring on January
1, 2030. The combined total area occupied in Ontario is 13,262
square feet.

For purposes of measuring the related lease liability and right-of-use asset under ASC 842, the Company applied an incremental borrowing
rate ("IBR") of 6 %,
which reflects the Company's estimated cost of borrowing on a secured basis over a similar term.

 British
Columbia Office (Lease Surrender)

 On
May 29, 2023, the Company entered into a lease for 1,454 square feet of office space located at Unit 601 – 2950 Glen Drive,
Coquitlam, British Columbia, for a 5 five-year term commencing August 1, 2023 and originally expiring July 31, 2028.

 Subsequently,
pursuant to a Lease Surrender Agreement with the landlord (RPMG Holdings Ltd.) dated August 21, 2025, the Company agreed to surrender
and terminate the lease effective July 31, 2025. Under the terms of the agreement, the Company paid a surrender fee of $ 24,875 plus
GST, and the security deposit was forfeited to the landlord in full settlement of all obligations under the lease.

 Lease
Surrender Agreement

 The
surrender resulted in a derecognition ("deletion") of the associated right-of-use asset and corresponding lease liability
in fiscal 2025, with no material gain or loss recognized.

 The
following schedule shows the movement in the Company's right-of-use asset:

 Schedule of right-of-use asset

 Right-of-use asset

 Cost

 $
 1,177,721

 ( 42,737
)

 1,134,984

 Derecognition of asset

 ( 139,723
)

 ( 28,716
)

 $
 966,545

 The
right-of-use asset is being depreciated on a straight-line basis over the remaining lease term.

 Accumulated Depreciation

 $
 217,344

 134,508

 ( 45,542
)

 Balance, August 30, 2024

 $
 306,310

 187,048

 Derecognition of asset

 ( 54,337
)

 ( 2,639
)

 $
 436,382

 Carrying Amount

 $
 530,163

 $
 828,674

 F- 21

 Notes

 For

 10.
Right-of-use asset and lease liability (continued)

 The
following schedule shows the movement in the Company's lease liability during the year:

 Schedule of lease liability

 Balance, beginning of year

 $
 977,107

 $
 1,107,961

 Derecognition of lease

 ( 85,151
)

 -

 Interest Expense

 51,431

 62,604

 Lease payments

 ( 206,185
)

 ( 196,703
)

 Translation Adjustment

 ( 37,242
)

 3,245

 Balance, end of year

 $
 699,959

 $
 977,107

 Current

 138,859

 161,508

 Non-Current

 561,100

 815,599

 $
 699,959

 $
 977,107

 The
following table provides a maturity analysis of the Company's lease liability. The amounts disclosed in the maturity analysis are
the contractual undiscounted cash flows before deducting interest or finance charges:

 Schedule of maturity lease liability

 2026

 175,823

 2027

 175,756

 2028

 186,840

 2029

 194,757

 2030

 81,149

 Total
 lease liability

 $
 814,325

 F- 22

 Notes

 For

 11.
 Expenses

 The
following table provides a breakdown of the selling, general and administrative:

 Schedule of selling, general and administrative expenses

 31, 2025

 31, 2024

 Year ended

 $

 $

 Software Subscription

 747,234

 898,870

 Office and general

 206,180

 199,756

 Professional fees

 291,084

 414,482

 Dues and Subscriptions

 612,476

 269,106

 Rent

 210,206

 207,560

 Consulting fees

 58,890

 62,598

 Travel

 33,288

 160,643

 Donations

 7,449

 Lease expense

 1,805

 71,148

 91,993

 90,613

 Selling, general and administrative

 2,253,944

 2,382,225

 12.
 Related party transactions and balances

of key management personnel includes the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer:

 Schedule of related party transactions

 $

 $

 Salaries, Wages and benefits

 582,734

 776,278

 Share-based compensation

 161,994

 -

 Chief
Strategy Officer resigned on March 07, 2025.

 F- 23

 Notes

 For

 13.
 Deferred government grant

 Government grants are recognized when there is reasonable
assurance that the grants will be received and the company will comply with the conditions. The grants is deferred and recognized as a
liability and is recognized in the statement of operations and compressive loss over the useful life of the intangible asset.

 The
Company previously qualified for the Government of Canada Scientific Research and Experimental Development ("SR&ED")
program, which provides refundable tax incentives for eligible research and development activities performed in Canada.

 The
Company's eligibility under the SR&ED program ceased on November 3, 2023. All SR&ED claims and related receivables were
fully recognized in prior fiscal years, and no additional accruals, recoveries, or claims were recorded during the year ended August
31, 2025.

 As
disclosed in prior years, a portion of the SR&ED proceeds received related to expenditures that had been capitalized as internally
generated software. Accordingly, the related government incentive continues to be recognized as deferred income and is amortized to income
over the useful life of the associated intangible assets in accordance with the Company's accounting policy.

 The Company does not expect
any further SR&ED recoveries in future periods.

 14.
 Risk management arising from financial instruments

 a)

 Credit risk

 Credit risk is the risk of financial
loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company's
primary exposure to credit risk arises from cash balances held with financial institutions and trade receivables, which consist almost
entirely of subscription fees billed to mortgage agents and brokerages.

 The Company manages this risk
by holding cash only with major Canadian financial institutions and by monitoring the creditworthiness, payment history, and aging profile
of all subscription receivables. Trade receivables are short-term in nature and generally collected within 30 to 60 days. The Company
considers receivables past due when they exceed 60 days outstanding, and impaired when they exceed 90 days with no reasonable expectation
of recovery.

 In accordance with ASC 326 –
Current Expected Credit Losses ("CECL"), the Company applies a lifetime expected credit loss model to trade receivables. Expected
credit losses are estimated using a combination of historical loss rates, aging analysis, forward-looking information, and specific identification
of high-risk accounts. Given the Company's business model and the nature of subscription-based fees, historical credit losses have
been limited; however, the Company recognized a material ECL provision and related write-offs during fiscal 2025, reflecting an increase
in past-due accounts and a more conservative application of the CECL model.

 Accounts Receivable Aging

 As of each reporting date, the
Company monitors the aging of trade receivables as follows:

 Current
 (0–60 days)

 Past
 Due (61–90 days)

 Impaired
 (>90 days)

 2025

of Accounts receivable Aging

 0-30 days

 30-60 days

 60-90 days

 90 plus days

 Total

 Receivables $

 31,400

 7,270

 35,503

 64,163

 138,336

 Other receivable

 2,411

 -

 -

 -

 2,411

 Less: Expected credit loss

 -

 -

 -

 ( 48,524
)

 ( 48,524
)

 Total

 33,811

 7,270

 35,503

 33,811

 92,223

 2024

 0-30 days

 30-60 days

 60-90 days

 90 plus days

 Total

 Receivables $

 17,966

 6,652

 2,388

 33,942

 60,948

 Other receivables

 94,276

 -

 -

 -

 94,276

 Less: Expected credit loss

 -

 -

 -

 -

 -

 Total

 112,242

 6,652

 2,388

 33,942

 155,224

 The maximum exposure to credit
risk as of August 31, 2025 is the carrying amount of cash and trade receivables on the consolidated balance sheet. Despite the increase
in ECL during the year, management believes overall credit risk remains moderate and manageable, given the Company's diversified
customer base and the short-term nature of its receivables.

 The
following table provides expected credit loss during the year:

 Schedule of credit loss

 Year ended

 $

 $

 Opening balance

 -

 -

 Increased during the year

 48,524

 -

 Closing balance at year end

 48,524

 -

 b)

 Interest rate risk

 Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest
rates. The Company does not have any variable interest-bearing debt.

 c)

 Liquidity risk

risk is the risk that the Company may be unable to meet its financial obligations as they become due. The Company manages this risk by
monitoring actual and forecasted cash flows on an ongoing basis and assessing available sources of financing, as further described in
the Going Concern discussion in Note 1.

 As at August 31, 2025, the Company's
contractual payment obligations are as follows:

 Schedule of contractual payment obligations

 Fiscal Year

 2026

 2027

 2028

 2029

 2030

 $

 $

 $

 $

 $

 Lease payments

 175,823

 175,756

 186,840

 194,840

 81,149

 Accounts payable

 2,125,160

 -

 -

 -

 -

 Loan from directors

 -

 -

 -

 -

 Warrant liability

 632,753

 -

 -

 -

 -

 Total

 3,562,856

 175,756

 186,840

 194,840

 81,149

believes that these obligations can be met through existing working-capital resources, expected operating cash flows, and planned financing
initiatives.

 d)

 Management of capital

 The
Company's objective of managing capital, comprising of shareholders' equity, is to ensure its continued ability to operate
as a going concern. The Company manages its capital structure and makes changes to it based on economic conditions.

and the Board of Directors review the Company's capital management approach on an ongoing basis and believe this approach, given
the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. The Company's
capital management objectives, policies and processes have remained unchanged during the year ended August 31, 2025.

 e)
 Foreign currency risk

 The
Company's operations and revenues are primarily denominated in Canadian dollars ("CAD"), which is also the functional
currency of all of its subsidiaries. Accordingly, day-to-day operating exposure to foreign currencies is limited. However, the Company
does incur foreign currency risk from certain USD-denominated transactions, including balances held in USD bank accounts and select vendor
payments made in USD. These items can give rise to realized and unrealized foreign exchange gains or losses, which are recorded in the
consolidated statements of operations.

 In
addition, the Company is required to translate its CAD-denominated financial statements into U.S. dollars ("USD") for SEC
reporting. This translation process may result in period-to-period fluctuations in reported assets, liabilities, revenues, and expenses
due to changes in the CAD-USD exchange rate. These translation adjustments do not affect the Company's underlying cash flows or
economic performance.

 Given
the Company's limited operating exposure to foreign currencies, management does not currently utilize foreign exchange derivatives
to manage this risk.

 F- 24

 Notes

 For

 15.
 Commitments and contingencies

 In
the ordinary course of operating, the Company may from time to time be subject to various claims or possible claims. Management believes
that there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact
on the Company's financial position, results of operations, or cash flows. These matters are inherently uncertain, and management's
view of these matters may change in the future.

 See
note 10 related to lease commitments.

 16.

of deferred revenue

 31, 2025

 31, 2024

 Year ended

 $

 $

 Gross billing

 17,431,300

 16,264,172

 Commission expense

 15,826,657

 14,895,885

 1,604,644

 1,368,287

 Subscription revenue

 750,042

 738,697

 197,852

 -

 Sponsorship revenue

 220,923

 107,741

 Underwriting revenue

 125,828

 153,757

 Other revenue

 87,535

 320,505

 Total revenue

 2,986,823

 2,688,987

 The
Company generates revenue primarily from mortgage brokerage activities, subscription fees, underwriting services, and ancillary technology-enabled
services. Revenue is disaggregated by geographic region based on the location of the customer.

 For
the fiscal years ended August 31, 2025 and August 31, 2024, all revenue was earned in Canada, as the Company operates exclusively within
the Canadian mortgage market and has no foreign revenue-generating operations.

 17.
 Loan from directors

the year ended August 31, 2025, the Company entered into unsecured loan agreements with its directors and shareholders, for total proceeds of $ 608,940 loans bear interest at 12 percent per annum, are non-compounding,
and are repayable after filling of S1 registration statement filling in December 2025. The loans are unsecured and may be repaid at any time
without penalty. Total interest during the year was $ 48,570.

 As of August 31, 2025, the outstanding principal and accrued interest are included in loans payable within current liabilities.
Management believes the terms of these loans are consistent with those available in arm's-length commercial transactions.

 18. Convertible loan

 On May 10, 2024, the Company issued
an unsecured convertible debt ('debt") of $ 300,000 carrying
a two 2 -year
term with interest on the outstanding principal amount from the date of issuance accrued at the rate of 8 %
per annum. The Company also issued 50,000 (pre-reverse split - 1,000,000) warrants
with exercise price of $ 5 in
connection with the convertible debt (Note 8).

 The Company has an option to prepay the
loan prior to the maturity date subject to a prepayment fee of $ 75,000.

 The conversion price of the debt shall
equal to 75 % of the volume weighted average price (VWAP) on the trading day immediately preceding the conversion date.

 The conversion feature of the note was
not clearly and closely related to the debt and should be recognized as a derivative liability. The Company determined that the estimate
fair value of the derivative liability is $ 76,543. The prepayment option was not clearly and closely related to the debt and should be
recognized a derivative liability. The Company determined the estimated fair value of the prepayment option to be $ nil.

 The Company incurred debt issuance cost
of $ 94,687 which was applied against the principal of the debt. The debt component of the convertible debt was valued using the effective
interest method, based on an estimated effective interest of 46 %.

 During the year ended August 31, 2024,
the Company incurred interest of $ 4,411 recognized in interest expense in the consolidated statement of operations and comprehensive loss
accretion expense of $ 223,059 recognized in the consolidated statement of operations and comprehensive loss.

 The convertible note was converted
into shares in July 2024. Company issued 25,094 (Pre-reverse split - 501,874)
shares against the convertible note and the accrued interest thereon.

 F- 25

 Notes

 For

 19.
 Income taxes

 The
reconciliation of the combined federal and state income tax rate of 26.5% (202 4 – 26.5%) to the effective tax rate is as follows:

of federal and state income tax rate

 $

 $

 (Loss) before recovery of income taxes

)

)

 Expected income tax (recovery) expense

 ( 964,193
)

 ( 1,087,200
)

 Non-deductible expenses

 265,113

 112,110

 Share issuance cost booked directly to equity

 ( 129,125
)

 ( 219,330
)

 Valuation Allowance

 828,205

 1,194,420

 Income tax expense (recovery)

 -

 -

income taxes

 The
following table summarizes the component of deferred tax

of deferred income taxes

 $

 $

 Deferred tax assets

 Intangible assets

 210,730

 54,750

 Property, plant and equipment

 9,760

 -

 Finance lease liabilities

 185,489

 258,930

 Convertible debentures

 -

 6,550

 Investments

 3,972

 5,240

 Share issuance costs

 299,391

 413,950

 Operating tax losses carried forward

 3,419,095

 2,633,950

 SR&ED Pool from T661

 271,748

 271,750

 Charitable donations carryforward

 28,216

 28,010

 Deferred income tax assets

 4,428,402

 3,673,130

 Valuation allowance

 ( 4,287,909
)

 ( 3,440,100
)

 Total net deferred tax assets

 140,493

 233,030

 Deferred tax liabilities

 Property, plant and equipment

 -

 ( 13,430
)

 Right of use assets

 ( 140,493
)

 ( 219,600
)

 Total deferred tax liability

 ( 140,493
)

 ( 233,030
)

 Net deferred tax liability

 -

 -

 The Canadian
operating tax loss carry forward expire in 2045. The remaining deductible temporary differences may be carried forward indefinitely.

 The Company has adopted the provisions
of ASC 740-10, which clarifies the accounting for uncertain tax positions. ASC 740-10 requires that the Company recognize the impact of
a tax position in its financial statements if the position is more likely than not to be sustained upon examination based on the technical
merits of the position. For the year ended August 31, 2025, the Company had no material unrecognized tax benefits, and based on the information
currently available, no significant changes in unrecognized tax benefits are expected in the next 12 months.

 F- 26

 Notes

 For

 20.
 Other Income

 During the year, the Company recorded other income from the sale of certain insurance book assets, representing proceeds
received for transferring renewal rights and related customer relationships. The Company has no ongoing obligations following the transfer.

 21.
 Subsequent events

 Subsequent
to August 31, 2025, the Company entered into several material financing and digital-asset transactions. Management has evaluated these
events in accordance with ASC 855, Subsequent Events, and determined that they represent non-recognized subsequent events requiring
disclosure but no adjustment to the consolidated financial statements as of and for the year ended August 31, 2025.

 a)
 Injective
 Digital Asset Treasury Initiative

 On
September 2, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors to issue 24,642,700 subscription receipts at an offering price of $ 3.80 per subscription receipt, with respect to certain purchasers,
and $ 4.16 per subscription receipt, with respect to certain purchasers.

 The
private placement closed on September 4, 2025, raising approximately $ 100
million in aggregate proceeds consisting of cash and Injective (INJ) tokens, all of which are held in escrow pending satisfaction of
specified escrow release conditions under the Subscription Receipt Agreement.

 On
October 31, 2025, shareholders approved the issuance of the underlying common shares. The Company is preparing a registration statement
on Form S-1 to register the resale of approximately 25.7 million shares, including those issuable upon exercise of associated warrants.
Escrowed funds will be released upon SEC effectiveness of the registration statement and NYSE American approval of listing of the underlying
shares.

 b)
 Voltedge
 Loan Facility

 On
September 15, 2025, the Company executed a Master Loan and Security Agreement with Voltedge Finance Inc., providing for a revolving
credit facility of up to $ 15.0
million. As of November 2025, $ 11.8
million had been drawn under the facility and invested in INJ tokens as part of the Company's digital-asset treasury strategy.
The facility is secured by a corporate guarantee from Coopers Financial Group and pledges over certain digital-asset
holdings.

 c)
 White
 Lion Equity Line of Credit (ELOC)

 On
September 4, 2025, the Company entered into a Common Stock Purchase Agreement with White Lion Capital LLC, establishing an equity
line of credit of up to $ 250
million. The agreement allows the Company, at its discretion, to issue and sell common shares over a 24-month period, subject to
volume and pricing limitations. As of the date of issuance of these consolidated financial statements, no shares have been issued,
and the arrangement has not yet been registered with the SEC.

 c)

 Warrants Expiry

 Subsequent to year-end, 82,650 warrants originally issued in connection with the Company's prior financing
arrangements reached their contractual maturity date on November 3, 2025, which was two years following the defined liquidity event. In
accordance with the terms of the warrant agreements, these warrants expired unexercised and are no longer outstanding as of that date.
No cash settlement or further obligation arose to the Company upon expiry.

concluded that these transactions occurred after year-end and therefore did not require adjustment to the accompanying consolidated financial
statements. The Company will continue to monitor subsequent developments related to the escrow releases, SEC registration processes,
and loan facility utilization for disclosure in future filings.

 F- 27

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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, in City of North York, Province of Ontario, Canada on December 3, 2025.

 PINEAPPLE
 FINANCIAL INC.

 By:

 /s/
 Shubha Dasgupta

 Dasgupta

 Chief
 Executive Officer

 By:

 /s/
 Sarfraz Habib

 Habib

 Chief
 Financial Officer

 Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Shubha Dasgupta

 Chief
 Executive Officer

 Dasgupta

 (Principal
 Executive Officer)

 /s/
 Sarfraz Habib

 Chief
 Financial Officer

 Habib

 (Principal
 Accounting and Financial Officer)

 /s/
 Kendall Marin

 President;
 Chief Operating Officer; and Director

 Marin

 /s/
 Drew Green

 Chairman
 of the Board

 Drew
 Green

 /s/
 Paul Baron

 Paul
 Baron

 /s/
 Tasis Giannoukakis

 Tasis
 Giannoukakis