.3

Report of Independent Auditors

To the Board of Directors of DDC Group International Inc.

Opinion

We have audited the accompanying consolidated financial statements of DDC Group International Inc. d/b/a Cineplex Digital Media (the “Company”), which comprise the consolidated balance sheets of the Company as of December 31, 2024 and the related consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of changes in equity, consolidated statements of cash flows, and the notes to the consolidated financial statements for the years then ended (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

October 8, 2025

DDC Group International Inc. d/b/a Cineplex Digital Media
Consolidated Balance Sheets

(expressed in thousands of Canadian dollars)

DDC Group International Inc. d/b/a Cineplex Digital Media
Consolidated Balance Sheets...continued

(expressed in thousands of Canadian dollars)

DDC Group International Inc. d/b/a Cineplex Digital Media
Consolidated Statements of Operations 
For the years ended December 31, 2024 and 2023

(expressed in thousands of Canadian dollars, except per share amounts)

DDC Group International Inc. d/b/a Cineplex Digital Media
Consolidated Statements of Comprehensive Income (Loss)
For the years ended December 31, 2024 and 2023

(expressed in thousands of Canadian dollars)

DDC Group International Inc. d/b/a Cineplex Digital Media
Consolidated Statements of Changes in Equity
For the years ended December 31, 2024 and 2023

(expressed in thousands of Canadian dollars)

DDC Group International Inc. d/b/a Cineplex Digital Media
Consolidated Statements of Cash Flows
For the years ended December 31, 2024 and 2023

(expressed in thousands of Canadian dollars)

(expressed in thousands of Canadian dollars, except per share amounts)

1. General information

DDC Group International Inc. (“DDC”) is an Ontario, Canada corporation and a wholly owned subsidiary of Cineplex Entertainment Limited Partnership. DDC serves as the holding company for Cineplex Digital Media Inc. and Cineplex Digital Media US Inc. (collectively "CDM"), which together operate as a leading provider of digital signage and digital place-based media solutions across North America. CDM is headquartered at 137 Northfield Drive West, Waterloo, Ontario, N2L 5A6.

2. Cash and cash equivalents

Cash and cash equivalents comprise the following:

3. Trade and other receivables

Trade and other receivables comprise the following:

4. Inventories

Inventories comprise the following:

(expressed in thousands of Canadian dollars, except per share amounts)

5. Property, Equipment, and Leaseholds

Property, equipment and leaseholds consist of:

(expressed in thousands of Canadian dollars, except per share amounts)

6. Right-of-use-assets

The following tables present right-of-use assets for CDM for the year ended December 31, 2024 and 2023:

(expressed in thousands of Canadian dollars, except per share amounts)

7. Deferred income taxes

Based on substantively enacted corporate tax rates, expected timing of reversals and expected taxable income allocation to various tax jurisdictions, deferred income taxes are as follows:

At December 31, 2020 the recoverability of the net deferred income tax assets was uncertain and accordingly the net deferred tax assets were derecognized. During the second quarter of 2023, CDM assessed the recoverability of net deferred income tax assets and determined that the expected return to profitability provided a reasonable expectation that previously derecognized net deferred income tax assets will be utilized to offset future periods of taxable income, resulting in income tax recovery of approximately $8,923 in the second quarter of 2023.

CDM’s combined statutory income tax rate at December 31, 2024 was 26.6% (2023 - 26.6%).

The provision for income taxes included in the consolidated statement of operations differs from the statutory income tax rate for the years ended December 31, 2024 and 2023 as follows:

(expressed in thousands of Canadian dollars, except per share amounts)

8. Intangible assets

Intangible assets consist of the following:

(expressed in thousands of Canadian dollars, except per share amounts)

9. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consist of:

10. Lease obligations

The following table presents lease obligations for CDM for the year ended December 31, 2024 and 2023:

(expressed in thousands of Canadian dollars, except per share amounts)

The following table discloses the undiscounted cash flow for lease obligations as of December 31:

The following table provides the lease amounts recognized in the statement of operations for the periods ended December 31:

CDM leases certain digital media advertising assets under agreements that may include fixed fees and guaranteed minimums. These leases typically provide CDM with the right to use identified digital displays for specified periods of time to display advertising in exchange for the greater of a percentage of advertising sales and the minimum annual guarantee. Lease terms for digital media assets generally range from one to five years.

Any payments in excess of the minimum annual guarantee are recognized as variable rent expense. Variable payments related to these leases for the period ended December 31, 2024 were $4,055.

11. Other liabilities

Other liabilities consist of the following:

12. Revenue

The following tables disclose the changes in deferred revenue and other for the year ended December 31, 2024 and 2023:

(expressed in thousands of Canadian dollars, except per share amounts)

The following tables provide the disaggregation of revenue into categories by nature for the year ended December 31, 2024 and 2023:

13. Other costs

(expressed in thousands of Canadian dollars, except per share amounts)

14. Earnings (loss) per share

Basic

Basic earnings (loss) per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the period.

15. Changes in operating assets and liabilities

The following summarizes the changes in operating assets and liabilities:

Property, equipment and leasehold purchases included in accounts payable and accrued liabilities as at December 31, 2024, are $330 (2023 - $397).

(expressed in thousands of Canadian dollars, except per share amounts)

16. Related party transactions

CDM earns revenue from the sale of advertising by its parent company, Cineplex Entertainment LP, on CDM's digital signage network. These transactions are conducted in the normal course of operations and are measured at market-based exchange amounts. A portion of CDM’s trade and other receivables, relates to amounts due from Cineplex, and revenue for digital out of home as shown below:

Year ended December 31, 2024

Year ended December 31, 2023

17. Material accounting policies, judgments and estimation uncertainty

Material accounting policies

The material accounting policies used in the preparation of these consolidated financial statements are described below.

Basis of preparation and measurement

CDM prepares its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). The preparation of consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying CDM’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions are significant to the consolidated financial statements are disclosed later in this note.

These consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value.

Consolidation

Subsidiaries are all entities over which CDM has control. CDM controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to CDM. They are deconsolidated from the date that control ceases.

CDM applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by CDM. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. CDM recognizes any non-controlling interest in the acquiree at fair value of the recognized amounts of the acquiree’s identifiable net assets.

(expressed in thousands of Canadian dollars, except per share amounts)

Inter-company transactions, balances and unrealized gains and losses on transactions between CDM entities are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with CDM’s accounting policies.

Foreign currency translation

Functional and presentation currency

CDM determines its subsidiaries’ functional currency by reviewing the currency of the primary economic environment in which each entity operates (the “functional currency”). The functional currency of all entities of the CDM group is the Canadian dollar.

The consolidated financial statements are presented in Canadian dollars.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Generally, foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at fiscal year-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the consolidated statements of operations.

Subsidiaries

The results and balance sheet of the subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

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

• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates, and

• all resulting exchange differences are recognized in other comprehensive income.

Goodwill recognized on the acquisition of a subsidiary are treated as assets and liabilities of the subsidiary and translated at the closing rate.

Impairment of financial assets

At each reporting date, CDM assesses whether there is objective evidence that a financial asset is impaired. If such evidence exists, CDM recognizes an impairment loss. IFRS 9 uses forward-looking Expected Credit Loss (“ECL”), CDM applies the impairment model to financial asset measured at amortized cost or FVOCI, except for investments in equity instruments, and to contract assets.

Under IFRS 9, expected credit losses will be measured on either of the following bases:

(expressed in thousands of Canadian dollars, except per share amounts)

CDM applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss for all trade receivables. Impairment losses on financial assets carried at amortized cost or FVOCI are reversed in subsequent years if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized.

Inventories

Inventories include consumable supplies and work-in-progress being assembled for sale or installation by CDM. 

Impairment of non-financial assets

Property, equipment and leaseholds and intangible assets subject to amortization are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Long-lived assets that are not amortized are subject to an annual impairment test. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash inflows relating to the relevant intangible asset (“cash-generating units” or “CGUs”). The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). An impairment loss, if estimated, is recognized for the amount by which the CGU’s carrying value exceeds its recoverable amount. Management makes assumptions and estimates in determining the recoverable amount of its long lived assets and groups of CGUs’ goodwill, including significant key assumptions relating to revenue growth rates and discount rates. Further, other assumptions are required pertaining to variable and fixed cash flows, and operating margins.

Goodwill is reviewed for impairment annually or at any time if an indicator of impairment exists.

Goodwill acquired through a business combination is allocated to each CGU or group of CGUs that is expected to benefit from the related business combination.

Property, equipment and leaseholds

Property, equipment and leaseholds are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying value or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to CDM and the cost can be measured reliably. The carrying value of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of operations during the year in which they are incurred.

The major categories of property, equipment and leaseholds are depreciated on a straight-line basis as follows:

CDM allocates the amount initially recognized in respect of an item of property, equipment and leaseholds to its significant parts and depreciates separately each such part. Residual values, method of depreciation and useful lives of the assets are reviewed at least annually or whenever events or circumstances suggest a change that may otherwise indicate an impairment exists and adjusted if appropriate.

(expressed in thousands of Canadian dollars, except per share amounts)

Gains and losses on disposals of property, equipment and leaseholds are determined by comparing the proceeds with the carrying value of the asset and are included as part of other gain or loss on the sale of assets in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of CDM’s share of the net identifiable assets of the acquired business at the date of acquisition.

Identifiable intangible assets

Intangible assets include software acquired by CDM. Management tests indefinite-lived intangible assets for impairment at least annually, and considers at least annually or whenever events or circumstances indicate that the life of an indefinite-lived intangible asset may be finite. The advertising contracts have limited lives and are amortized over their useful lives, estimated to be between five to nine years. The estimated fair value of lease contract assets is amortized on a straight-line basis over the remaining term of the lease into amortization expense.

The major category of intangible assets are amortized on a straight-line basis as follows:

Leases

In assessing whether a contract is, or contains a lease, CDM applies the definition of a lease and related guidance set out in IFRS 16 for all lease contracts entered into or modified. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Under the provisions of IFRS 16, substantially all of CDM’s leases are recorded as lease obligations and right-of-use assets.

Lease payments included in the measurement of the lease obligation are comprised of the following:

Variable payments for leases that do not depend on an index or rate are not included in the measurement of the lease liability. The variable payments are recognized as an expense in the period in which they are incurred and are included in the consolidated statement of operations.

CDM accounts for any lease and associated non-lease components separately, as opposed to a single arrangement, which is permitted under IFRS 16. CDM records non-lease components such as common area maintenance as an expense in the period in which they are incurred and are included in the consolidated statement of operations.

(expressed in thousands of Canadian dollars, except per share amounts)

Interest on the lease obligations is calculated using the effective interest method with rent payments reducing the liability. The lease obligation is remeasured whenever a lease contract is modified and the lease modification is not accounted for as a separate lease, or there is a change in the assessment of the exercise of an extension option. The lease obligation is remeasured by discounting the revised lease payments using a revised discount rate resulting in a corresponding adjustment to the right-of-use asset or is recorded in gain or loss if the carrying amount of the right-of-use asset has been reduced to zero or the modification results in a reduction in the scope of the lease.

The right-of-use assets are depreciated on a straight-line basis from the date of commencement to the earlier of the end of the useful life of the asset or the end of the lease term.

Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36, Impairment of Assets.

Income taxes

Income taxes comprise current and deferred income taxes. Income taxes are recognized in the consolidated statements of operations, except to the extent that they relate to items recognized directly in equity or in OCI, in which case, the income taxes are also recognized directly in equity or in OCI.

Current income taxes are the expected taxes payable on the taxable income for the year, using income tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustment to income taxes payable in respect of previous years.

In general, deferred income taxes are recognized in respect of temporary differences arising between the income tax bases of assets and liabilities and their carrying values in the consolidated financial statements. Deferred income taxes are determined on a non-discounted basis using income tax rates and laws that have been enacted or substantively enacted at the consolidated balance sheet dates and are expected to apply when the deferred income tax asset or liability is settled. Deferred income tax assets are recognized to the extent that it is probable that the assets can be recovered.

Deferred income taxes are provided on temporary differences arising on investments in subsidiaries and joint ventures, except, in the case of subsidiaries, where the timing of the reversal of the temporary difference is controlled by CDM and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are presented as non-current.

Revenue

The media segment principally generates revenue from providing advertising services, sales of digital hardware for digital signage networks, installation of hardware, digital software services subscriptions, software maintenance and support services, creative services, and warranties. Products and services may be sold separately or in bundled packages. For bundled packages, CDM determines whether individual products and services are distinct (if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it). The consideration is allocated between separate products and service in a bundle based on their relative stand-alone selling prices.  

(expressed in thousands of Canadian dollars, except per share amounts)

Advertising Media

Media revenues consist primarily of advertising revenues generated from customers who advertise their products and services through CDM’s media offerings which include digital out-of-home platforms in shopping malls and office towers, quick service restaurants, and retailers. CDM earns a percentage of all advertising sales made by its customers across its media offerings. Advertising revenue is recognized over time as services are delivered. The transaction price allocated to these services is recognized as the media runs from the start to the end dates specified in the contracts with the customer and is allocated based on the stand-alone selling prices of the distinct services to be provided.

Installation and Digital Hardware for digital signage network

CDM sells hardware, installation and other professional services for digital signage networks. The installation and other professional services that CDM provides are not a significant integration service, does not customize or modify the hardware and can be performed by another party. The installation and other professional services are therefore accounted for as separate performance obligations and the transaction price is allocated to each performance obligation based on the stand-alone selling prices. Revenue for installation and other professional services are recognized upon completion of the installation of the digital hardware at the individual site being installed for the customer. If contracts include the purchase of hardware, revenue for the hardware is recognized at the point in time when hardware is delivered to the customer. Delivery occurs when the hardware has been shipped to the customer’s specific location, the control of the hardware has passed to the customer and the customer has accepted the hardware.

Digital software services subscription and support

CDM sells software service subscriptions to customers which provides the functionality for the digital signage network, the customer portal, the content management tool and media player software at the customer’s location. CDM also sells maintenance and support services for the digital signage networks. Software service subscription and maintenance and support services are considered to represent a single performance obligation and revenue is recognized over time over the life of the contract. For software service subscriptions, customers have payment options of either monthly, quarterly or annual payments over the term of the contract or a single lump sum payment at the inception of the contract. Amounts collected as advanced payments are recorded as deferred revenue and recognized over the term of the contract unless the contract contains a renewal option with an embedded material right which provides the customer a material right (such as a free or discounted good or service) and gives rise to a separate performance obligation. If an embedded material right exists, revenue is recognized on a straight-line basis over the term of the contract including the renewal period. Contracts are evaluated to determine whether renewal options provide the customer with an embedded material right and whether a significant financing arrangement exists. For maintenance and support services, the transaction price is paid monthly, quarterly, or annually over the term of the contract as service is provided.

Creative Services

CDM provides creative services in the way of producing and managing content to be run on customer’s digital display networks. For creative services, revenue is recognized at a point in time when the project is completed and the customer has accepted the final product. Creative service projects are based on an hourly rate and the transaction price recognized as revenue is the amount to which CDM has a right to invoice based on the amount of hours required to complete the project. Payment of the transaction price is due at commencement, phases, or upon completion of the project.

(expressed in thousands of Canadian dollars, except per share amounts)

Significant accounting judgments and estimation uncertainties

Critical accounting estimates and judgments

CDM makes estimates and assumptions concerning the future that may not equal actual results. The following are the estimates and judgments applied by management that most significantly impact CDM’s consolidated financial statements. These estimates and judgments have a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year.