DemaFi Technologies Corp. Equity Crowdfunding

Overview

The Issuer is a Canadian fintech company focused on developing, acquiring, licensing, marketing and deploying digital payments infrastructure products and solutions globally. At the date hereof, its existing business involves active operations servicing B2B clients seeking to utilize an online international payment gateway technology platform capable of pay-in and pay-out transaction facilitation and physical and virtual corporate card issuance programs for B2B Merchants seeking international disbursement products, such referenced offerings provided by (i) a payment gateway licensing agreement with Cozeni Technologies Ltd., dated June 1, 2026 (the “Cozeni Agreement”), and (ii) under a master prepaid card services agreement with PayJeezy LLC, dated January 15, 2026 (the “PayJeezy Agreement”), respectively. The Issuer further intends to continue ongoing evaluation, and if or when warranted, the acquisition or licensing rights to additional complementary global payments technology and digital infrastructure platforms.

Crowdfunded Activities

Here's how DemaFi Technologies Corp. (the “Issuer”) is planning on using the funds raised from this crowdfunding:

	Minimum Raise	Maximum Raise
Corporate Growth Initiatives, including Pursuing Stock Exchange Listing	$4,600	$92,000
Portal Fees	$400	$8,000
TOTAL	$5,000	$100,000

DemaFi Technologies Corp. (the “Issuer”)

Company Website: www.demafi.io
Head Office Address: 306 - 1110 Hamilton Street, Vancouver, British Columbia V6B 2S2
Company Phone No: 647-368-7789
Company Email Address: chris@demafi.io

Offering Document

No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.

The forecasts and predictions of an early-stage business are difficult to objectively analyze or confirm. Forward-looking statements represent the opinion of the issuer only and may not prove to be reasonable.

The Issuer

Full legal name: DemaFi Technologies Corp. (the “Issuer”)

Head office address: 306 - 1110 Hamilton Street, Vancouver, British Columbia V6B 2S2

Telephone: 647-368-7789

Email address: chris@demafi.io

Website URL: www.demafi.io

Company Contact Person

Full legal name: Christopher Aldaba

Position held with the issuer: President and CEO

Business address: 306 - 1110 Hamilton Street, Vancouver, British Columbia V6B 2S2

Business telephone: 647-368-7789

Business email address: chris@demafi.io

Issuer's Business

Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?

The current live and active business involves operations servicing B2B clients seeking to utilize an online international payment gateway technology platform capable of pay-in and pay-out transaction facilitation and physical and virtual corporate card issuance programs for B2B Merchants seeking international disbursement products, each capability provided by way of the Cozeni Agreement and the PayJeezy Agreement, respectively.

What are the key details about the issuer's industry and operations? What makes the issuer's business special and different from other competitors in the industry?

The Issuer operates in the fintech and global digital payments industry, and is focused on the active deployment of an integrated universal payments ecosystem capable of supporting merchant online payments via a single API payment gateway, along with international corporate payouts using physical and virtual card issuance.

The digital payments industry is large and growing, driven by the continued shift from cash to electronic payments, the expansion of e-commerce, and the increasing B2B demand for integrated and interoperable financial payment channels and solutions. The Issuer differentiates itself from competitors by offering substantial coverage and a geographically powerful and diverse business infrastructure, which allows it to offer merchant clients full transactional oversight and monitoring capabilities via a unique proprietary licensed payment gateway supplemented by a functional worldwide coverage physical and virtual card-issuance program, each of which has been launched, deployed and supported without the capital or time intensity requirements typically necessary to build such proprietary processing infrastructure. The Issuer immediately benefited from established relationships with licensed payment infrastructure providers, enabling it to bring merchant clients to market efficiently.

The Issuer has an experienced management team with expertise in payments, emerging financial technologies, capital markets and corporate finance.

What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?

The Issuer has already commenced operations under the PayJeezy Agreement and the Cozeni Agreement, both of which remain in effect, and the Issuer is currently revenue-generating through transaction fees and program management commissions earned under these agreements.

Over the next 12 months, the Issuer intends to continue onboarding new merchant clients seeking online pay-in and pay-out channels by way of its payment gateway technology and to increase B2B client usage of its prepaid physical and virtual corporate card programs, with the objective of growing transaction volumes and program revenues. Over the next 24 months, the Issuer also intends to grow its market presence and broaden its service offerings in the Canadian digital payments market and globally, through a combination of business development activities and one or more licensing arrangements with, and/or acquisitions of, complementary financial technology and payments infrastructure businesses and assets. Finally, the Issuer intends to evaluate and, if warranted, acquire or launch additional complementary global payments technology and digital infrastructure platforms.

There can be no assurance that the Issuer will be successful in achieving these objectives as currently contemplated or at all.

What are the major hurdles that the issuer expects to face in achieving its milestones?

The main risks and uncertainties associated with the Issuer include but are not limited to:

• Material Uncertainty Related to Going Concern

• Financing Risks

• Limited Operating History and Negative Operating Cash Flow

• Business Expansion and Integration Risks

• Innovation, Service Enhancement, and Technology Change Risks

• Digital Asset-Enabled Fintech as an Emerging Industry

• Risks Related to Third-Party White-Label Services and Data Security

• Information Technology Systems, Cyber-Attacks and Security Breaches

• Consolidation and Failures in Banking and Financial Services

• Concentration Risks

• Market Price of Common Shares and Volatility

• Seasonality of Transaction Volumes

• Global Economic and Political Conditions

• Constraints in Financial Markets and Regulatory Requirements

• Regulatory Risks

• Insurance Risks

• Competition

• Retention of Key Personnel

• Failure to Win New Clients or Renew Contracts on Favorable Terms

• Conflicts of Interest

• Litigation Risks

• Intellectual Property Protection and Infringement Risks

• Internal Controls Over Financial Reporting

How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?

As the Issuer already has revenue-generating operations and a positive working capital balance, the Issuer intends to use the net proceeds raised from this offering (the “Offering”) for corporate growth initiatives including pursuing a stock exchange listing.

Has the issuer entered any contracts that are important to its business?

The Issuer has entered into the PayJeezy Agreement and the Cozeni Agreement, both of which are material to its business and are currently active.

Has the issuer conducted any operations yet?

The Issuer is currently conducting operations and is revenue-generating through transaction fees and program management commissions earned under the PayJeezy Agreement and the Cozeni Agreement.

Where does the issuer see its business in 3, 5, and 10 years?

The technology and digital payments industry advances quickly, and although the worldwide payments network ecosystem currently operated by the Issuer is fully live and activated, the Issuer is still in an early stage of development. Accordingly, it is difficult to predict years into the future.

Nevertheless, over the coming years, the Issuer intends to grow its existing merchant pipeline seeking use of its international B2B payment gateway offering and those B2B clients utilizing its prepaid physical and virtual card disbursement programs. The Issuer intends to seek and secure enhanced security and compliance technological product offerings, additional strategic payment solution integrations to its current international payments network ecosystem, while continuing to consistently engage in aggressive global marketing initiatives targeting new clientele (“Merchants”). It is expected that increasing and focusing attention towards the significant cross-border money movement market opportunity, worldwide remittances and banking-as-a-service undertakings will be pursued.

What are the issuer's future plans and hopes for its business and how does it plan to get there?

The Issuer further intends to leverage years of international expertise and business relationships in pursuit of the future acquisition of payments licensing categories in emerging market or deemed high-value, high-volume global jurisdictions that can potentially offer wider payments coverage and capabilities to service cross-border money movement initiatives while integrating stronger Tier One-level banking, remittance, acquiring or issuing strategic partnerships, with the objective of building a broader digital payments and technology infrastructure business. Lastly, the Issuer is preparing for a stock exchange listing, with the goal of completing that process by early 2027. The Issuer intends to fund these activities through its operating cash flows and, as needed, through additional financings. There can be no assurance that the Issuer will be successful in achieving these objectives as currently contemplated or at all.

What is the issuer's management experience in running a business or in the same industry?

The management team has extensive experience in the payments industry, technology sector, and capital markets.

Mr. Christopher Shane Aldaba, President and CEO, is a globally respected and seasoned fintech professional with over 18 years of international experience. His worldwide network of merchant issuing, acquiring and payment partner organizations in the fintech and banking sectors spans across Asia, the Middle East, Europe and North America. In such geographies, he has been personally responsible for oversight, application, submission and successful receipt of dozens of jurisdictionally regulated payment license categories covering EMI, traditional banking and global remittance channels. He has been directly responsible on behalf of representative bank clients for the application and negotiation for Principal Membership status, resulting in the securing of card issuing and acquiring approvals in the Philippines and Singapore with the card schemes of Visa, MasterCard and China UnionPay. He has served in an executive and board member capacity in numerous payment organizations across the Middle East and Asia and is a regular consultant to senior government officials as it pertains to evolving regulation and corporate payments governance across Southeast Asia.

Mr. Ryan Arthur, Chief Financial Officer and Corporate Secretary, is currently President of CR7 Investments Inc., where he identifies and evaluates strategic investment opportunities and technical partnerships, and is the founder of Tekla Capital Inc. Mr. Arthur brings experience across the technology, retail, mining, cannabis, and industrial sectors, with a track record of capital markets activity and raising financing for public companies. He has also held director positions with Nova Pacific Metals, Discovery Energy Metals, and New Leaf Ventures Inc.

Mr. Heran (Kevin) Zhou, Director, brings experience in corporate finance, venture capital, and technology business development. He has held senior management roles with publicly traded companies, and has served as Director of Platforms and Marketing at NextGen Digital Platforms Inc. (CSE: NXT), where he was involved in the development of its cloud AI hosting and e-commerce businesses. He is currently Transactions Manager at Resurgent Capital Corp., where he is involved in a range of investment and corporate transactions. Mr. Zhou holds a Bachelor of Commerce with distinction from the University of Toronto and is a CFA Charterholder.

Does the issuer have business premises from which it can operate its business?

Yes.

How many employees does the issuer have? How many does it need?

The Issuer currently has no employees. Congruent with each of the PayJeezy and Cozeni agreements, the Issuer’s operations are fully supported and managed by external teams provided to it by each of the contractual partners in delivery of the specific products and solutions by way of 24/7/365 global transaction management, customer and technical service support. Additional required operational efforts are provided by officers or part-time consultants. If, and as may ever be required, further third-party unrelated business contractors may be engaged from time to time for major initiatives.

Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other.

Corporation

Indicate the province, territory, or state where the issuer is incorporated or organized.

British Columbia

Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:

The Issuer’s certificate of incorporation, notice of articles and articles can be viewed at the head office of the Issuer.

Issuer's Operations

Has never conducted operations

Is in the development stage

Is currently conducting operations

Financial statements available

Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities:

As at the date hereof, the Issuer has 15,370,094 common shares (“Common Shares”) issued and outstanding. See section 5.5 for additional details regarding the Common Shares.

In addition, the Issuer has 3,809,896 warrants (“Warrants”) outstanding, each exercisable at $0.10 per Common Share, of which 300,000 Warrants expire on April 2, 2028, 400,000 Warrants expire on April 30, 2028, and the remaining 3,109,896 Warrants expire on May 14, 2028.

Management

Full legal name: Christopher Aldaba

Municipality of residence: Richmond, British Columbia

Position at issuer: President and CEO

Principal occupation for the last five years: CEO of Vasu International Payment Solutions Inc., Dec 2020-May 2026

Expertise, education, and experience that is relevant to the issuer's business:

Number and type of securities of the issuer owned: 1,558,333 Common Shares and 225,000 Warrants

Date securities were acquired and price paid for the securities: 1,108,333 Common Shares @ $0.02 each December 10, 2025 and 450,000 units, each consisting of one Common Share and one-half of one Warrant @ $0.05 each

Percentage of the issuer's securities held as of the date of this offering document: Common Shares: 10.1% and Warrants: 5.9%

(a): has ever, pled guilty to or been found guilty of:

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

(b): has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlemtn agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:

The person's involvement in any securities, insurance, or banking activity

A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct

(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Full legal name: Ryan Arthur

Municipality of residence: Vancouver, British Columbia

Position at issuer: CFO and Corporate Secretary

Principal occupation for the last five years: President of CR7 Investments Inc., Jan 2019-present

Expertise, education, and experience that is relevant to the issuer's business:

Number and type of securities of the issuer owned: Nil

Date securities were acquired and price paid for the securities: N/A

Percentage of the issuer's securities held as of the date of this offering document: 0%

(a): has ever, pled guilty to or been found guilty of:

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

The person's involvement in any securities, insurance, or banking activity

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Full legal name: Heran (Kevin) Zhou

Municipality of residence: Toronto, Ontario

Position at issuer: Director

Principal occupation for the last five years: Transactions Manager of Resurgent Capital Corp. (capital markets), June 2020-present; Director of Platforms and Marketing of NextGen Digital Platforms Inc., Nov 2022-Mar 2025

Expertise, education, and experience that is relevant to the issuer's business:

Number and type of securities of the issuer owned: 350,000 Common Shares

Date securities were acquired and price paid for the securities: 350,000 Common Shares @ $0.02 each December 10, 2025

Percentage of the issuer's securities held as of the date of this offering document: 2.3%

(a): has ever, pled guilty to or been found guilty of:

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

The person's involvement in any securities, insurance, or banking activity

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Start-Up Crowdfunding Distribution

Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution:

Vested Technology Corp. (Vested.ca)

List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available:

British Columbia, Alberta, Newfoundland, Ontario

The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal):

90 days after the date on this offering document

The date(s) and description of any amendment(s) made to this offering document, if any:

N/A

Type Of Securities Being Issued

Type of securities being offered: Special Warrants

The eligible securities offered provide the following rights:

Voting rights: The Special Warrants do not carry the right to vote. Each Common Share issuable upon conversion of the Special Warrants entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each Common Share held.

Dividends: Holders of Special Warrants are not entitled to receive dividends. Dividends may be paid on Common Shares from available net income if and when declared by the directors of the Issuer, although the Issuer has no intention of paying dividends.

Rights on dissolution: Holders of Special Warrants are not entitled to participate in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer. All Common Shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.

Conversion rights (describe what each security is convertible into): The Special Warrants will be deemed to be converted into Common Shares of the Issuer on a one-for-one basis at the earliest of: (i) such date and time as may be determined by the Issuer in its sole discretion; (ii) the third business day following the issuance by a Canadian securities regulatory authority of a receipt for a final prospectus qualifying the distribution of the Common Shares issuable upon conversion of the Special Warrants; or (iii) the date that is 18 months from the date of issuance of the Special Warrants. Investors are advised to consult their own legal advisors in regards to regulatory resale restrictions applicable to the Special Warrants.

Tag-along rights:

Drag-along rights:

Pre-emptive rights:

Other:

Rights of Civil Action

The Issuer hereby agrees that in the event that a holder of a Special Warrant who acquires Common Shares upon conversion of the Special Warrants is or becomes entitled under applicable securities laws to the remedy of rescission by reason of a misrepresentation in the prospectus filed by the Issuer in connection herewith or any amendment, qualifying the distribution of the Common Shares to be issued on the deemed conversion of the Special Warrants, such holder shall be entitled, subject to available defences and any limitation period under applicable securities laws, to rescission not only of the holder's deemed conversion of its Special Warrants but also of the private placement transaction pursuant to which the Special Warrants were acquired, and shall be entitled in connection with such rescission to a full refund of all consideration paid to the Issuer on the acquisition of the Special Warrants. In the event that such holder is a permitted assignee of the interest of the original purchaser of the Special Warrants, such permitted assignee shall be permitted to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original purchaser. The foregoing right, which is extended by the Issuer in respect of the Special Warrants issued by the Issuer pursuant to accepted subscriptions at the Closing, is in addition to any other right or remedy available to a holder of Special Warrants under applicable securities laws, or otherwise at law, and is subject to the defences and limitations described under such securities laws.

Deemed Exercise

After the deemed exercise of any Special Warrants, the holder of such Special Warrants shall no longer have any rights with respect to such Special Warrants, other than the right to receive the securities issuable upon the exercise of those Special Warrants, and such Special Warrants shall be void and of no further value or effect.

No Shareholder Rights

The holding of Special Warrants does not constitute the holder a shareholder of the Issuer or entitle such holder to any right or interest in respect thereof, except as expressly provided herein.

Capital Reorganization

In any case where there is a capital reorganization (such as a share subdivision or consolidation or a transaction with an equivalent effect) or similar event (such as a merger) affecting the capital structure of the Issuer, the conversion terms of the Special Warrants (including the number of Common Shares issuable upon exercise) shall be adjusted accordingly to account for such event. The Issuer shall use its best efforts to take all such action as may be necessary, in the opinion of the Issuer's counsel, in order that the Issuer, or any successor to the Issuer or to the undertaking or assets of the Issuer, will be obligated to and may validly and legally issue all Common Shares or other securities of the Issuer, as applicable, to which holders would be entitled to receive thereafter upon exercise of the Special Warrants in accordance with the provisions hereof.

The Issuer is not a "reporting issuer" (or equivalent thereof) in any jurisdiction. The Special Warrants and the securities issuable thereunder are subject to an indefinite restriction on resale (i.e., a "hold period") under applicable securities laws. Holders will not be able to resell any of the Special Warrants or the securities issuable thereunder until expiration of the applicable hold period, which hold period will not commence to run until the Issuer has become a "reporting issuer" in a jurisdiction of Canada (which the Issuer has no obligation to become), other than in accordance with limited exemptions under applicable securities legislation and regulatory policy.

Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:

N/A

Offering Details

	Total Amount ($)	Total number of eligible securities issuable
Minumum offering amount	$5000	40,000
Maximum offering amount	$100,000	800,000
Price per eligible security	$0.125

Minimum investment amount per purchaser: $125

Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to DemaFi Technologies Corp. (the “Issuer”) that are raised using other prospectus exemptions.

Use of Funds

Information about any funds previously raised by the issuer:

The amount of funds previously raised:

$535,996

How the issuer raised those funds:

The Issuer raised funds pursuant to private placement offerings of Common Shares.

If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:

The Issuer relied on the private issuer exemption provided under section 2.4 of NI 45-106.

How the issuer used those funds:

The Issuer used the funds raised to date to fund the costs required to formally contract and secure the payment gateway technology under the Cozeni Agreement and the prepaid physical and virtual card issuance program under the PayJeezy Agreement, as well as for general corporate working capital purposes.

Information about funds that will be raised from this crowdfunding distribution:

Description of intended use of funds listed in order or priority:	Total amount ($)
	Assuming minimum offering amount	Assuming maximum offering amount
Corporate Growth Initiatives, including Pursuing Stock Exchange Listing	$4,600	$92,000
Portal Fees	$400	$8,000
TOTAL	$5,000	$100,000

Previous Start-Up Crowdfunding Distributions

Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:

The full legal name of the issuer that made the distribution: Lynx Resources Inc. (“Lynx”), NextGen Digital Platforms Inc. (“NextGen”), Copperhead Resources Inc. (“Copperhead”)

The name of the funding portal: Vested

Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: Lynx’s distribution closed on April 2, 2026. NextGen’s distribution closed on September 26, 2023. Copperhead’s distribution closed on March 7, 2023.

Compensation Paid To Funding Portal

The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:

1. Compensation:

1.1 In consideration of the Services, Issuer agrees to pay to Vested the following fees:

(a) Set-Up Fee: Vested charges a one-time Set-Up fee (the “Set-Up Fee”) in the amount of $5,000. The Set-Up Fee is refundable upon meeting the crowdfunding minimum raise amount of $5,000. If the crowdfunding minimum is not met, Vested will retain the Set-Up Fee. The fee shall be credited to the final payment proceeds at closing.

(b) Portal Fee: Portal fee (the “Portal Fee”) shall be calculated as 5% of the aggregate amount of actual gross proceeds raised in the Offering (“Offering Proceeds”); payable upon each date funds are released to Issuer and automatically deducted from the Offering Proceeds.

(c) Payment Processing Fees: Payment processing fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.30 per each subscriber shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Subscription Amounts released to the Issuer. The Processing Fees are subject to change without notice. Vested may also charge the Issuer a nominal filing fee for any subsequent filings required to be made by Vested with applicable securities regulators.

(d) Compensation Special Warrants: Issuer shall issue to Vested, at Offering Close, 200,000 Compensation Special Warrants (the "Compensation Special Warrants"). The Compensation Special Warrants shall be issued on the same conversion terms as the Special Warrants.

(collectively, the "Fees").

Risk Factors

Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:

Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:

(a) There is material uncertainty as to whether the Issuer will be able to continue as a going concern.

(b) The Issuer may be unable to obtain additional financing on acceptable terms, or at all, when needed.

(d) The Issuer's growth strategy, including any acquisitions, may not be successfully integrated or may not achieve the expected benefits.

(e) The Issuer's business depends on its ability to innovate and keep pace with rapidly evolving technology in the payments industry.

(f) The Issuer operates in the digital asset-enabled fintech industry, which is an emerging and rapidly evolving industry subject to significant uncertainty.

(g) The Issuer relies on third-party providers, including PayJeezy and Cozeni, for the white-label services underlying its business, and any disruption to those services could adversely affect the Issuer.

(h) The Issuer's systems and those of its third-party service providers are subject to risks of cyber-attacks and security breaches.

(i) Consolidation or failures among banking and financial services partners could disrupt the Issuer's operations.

(j) The Issuer's revenue is currently concentrated in a limited number of agreements and merchant relationships.

(k) The market price of the Common Shares may be volatile and subject to significant fluctuations.

(l) The Issuer's transaction volumes may be subject to seasonal fluctuations.

(m) Global economic and political conditions could adversely affect the Issuer's business.

(n) The Issuer is subject to constraints in financial markets and evolving regulatory requirements.

(o) The Issuer's business is subject to regulatory risks, including changes in laws applicable to payment services and money services businesses.

(p) The Issuer's insurance coverage may not be adequate to cover all potential losses.

(q) The Issuer relies on certain key personnel, the loss of whom could adversely affect the business.

(r) The payments industry in which the Issuer operates is highly competitive, and the Issuer may be unable to compete effectively with larger or better-capitalized competitors.

(s) The Issuer may fail to win new clients or renew existing contracts on favourable terms.

(t) The Issuer's directors and officers may have conflicts of interest arising from their involvement with other businesses.

(u) The Issuer may become subject to litigation that could adversely affect its business and financial condition.

(v) The Issuer may be unable to adequately protect its intellectual property or may infringe the intellectual property of others.

(w) The Issuer's internal controls over financial reporting may not be effective.

(x) There is currently no market through which the Common Shares may be sold, and purchasers may not be able to resell their securities.

As a result of these factors, an investment in the Special Warrants is only suitable for those investors who are willing to rely solely on the management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Special Warrants.

We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.

Reporting Obligations

Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:

The Issuer does not anticipate providing purchasers with additional disclosure until such time as that may be required under applicable securities laws.

Purchasers can contact the Issuer at its head office or via email.

If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by-laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact.

Pursuant to the Business Corporations Act (British Columbia), the Issuer is required to provide its annual financial statements to its shareholders and appoint an auditor, unless unanimously waived by the shareholders. These financial statements must be produced and published within six months of the Issuer’s financial year end. Also, the Issuer is required to hold an annual general meeting of shareholders each calendar year and within 15 months of its previous annual general meeting.

If the issuer is aware, after making reasonable inquiries, of any existing voting trust agreement among certain shareholders of the issuer, provide the information:

The number of shareholders party to the agreement: N/A

The percentage of voting shares of the issuer subject to the agreement: N/A

The name of the person acting as a trustee: N/A

Whether the trustee has been granted any additional powers: N/A

Whether the agreement is limited to a specified period of time: N/A

Resale Restrictions

The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.

Purchaser's Rights

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

a) to cancel your agreement with DemaFi Technologies Corp. (the “Issuer”) to buy these securities, or

b) to damages against DemaFi Technologies Corp. (the “Issuer”) and may, in certain jurisdictions, have the statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

Two day cancellation right:

You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice tothe funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.

All Team Members & Relevant Parties

Christopher Aldaba

Position at Issuer: President and CEO
Municipality of Residence: Richmond, British Columbia
Email Address: chris@demafi.io
Principal Occupation for the Last Five Years: CEO of Vasu International Payment Solutions Inc., Dec 2020-May 2026
About:
Mr. Christopher Shane Aldaba, President and CEO, is a globally respected and seasoned fintech professional with over 18 years of international experience. His worldwide network of merchant issuing, acquiring and payment partner organizations in the fintech and banking sectors spans across Asia, the Middle East, Europe and North America. In such geographies, he has been personally responsible for oversight, application, submission and successful receipt of dozens of jurisdictionally regulated payment license categories covering EMI, traditional banking and global remittance channels. He has been directly responsible on behalf of representative bank clients for the application and negotiation for Principal Membership status, resulting in the securing of card issuing and acquiring approvals in the Philippines and Singapore with the card schemes of Visa, MasterCard and China UnionPay. He has served in an executive and board member capacity in numerous payment organizations across the Middle East and Asia and is a regular consultant to senior government officials as it pertains to evolving regulation and corporate payments governance across Southeast Asia.

Ryan Arthur

Position at Issuer: CFO and Corporate Secretary
Municipality of Residence: Vancouver, British Columbia
Email Address: N/A
Principal Occupation for the Last Five Years: President of CR7 Investments Inc., Jan 2019-present
About:
Mr. Ryan Arthur, Chief Financial Officer and Corporate Secretary, is currently President of CR7 Investments Inc., where he identifies and evaluates strategic investment opportunities and technical partnerships, and is the founder of Tekla Capital Inc. Mr. Arthur brings experience across the technology, retail, mining, cannabis, and industrial sectors, with a track record of capital markets activity and raising financing for public companies. He has also held director positions with Nova Pacific Metals, Discovery Energy Metals, and New Leaf Ventures Inc.

Heran (Kevin) Zhou

Position at Issuer: Director
Municipality of Residence: Toronto, Ontario
Email Address: N/A
Principal Occupation for the Last Five Years: Transactions Manager of Resurgent Capital Corp. (capital markets), June 2020-present; Director of Platforms and Marketing of NextGen Digital Platforms Inc., Nov 2022-Mar 2025
About:
Mr. Heran (Kevin) Zhou, Director, brings experience in corporate finance, venture capital, and technology business development. He has held senior management roles with publicly traded companies, and has served as Director of Platforms and Marketing at NextGen Digital Platforms Inc. (CSE: NXT), where he was involved in the development of its cloud AI hosting and e-commerce businesses. He is currently Transactions Manager at Resurgent Capital Corp., where he is involved in a range of investment and corporate transactions. Mr. Zhou holds a Bachelor of Commerce with distinction from the University of Toronto and is a CFA Charterholder.

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