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Private — February 2026

What the Prospectus Doesn't Show

A note from Chris to Noah & Matt

Noah, Matt —

Seventeen years. From that first $300K into Altitude to watching our portfolio companies grow, pivot, exit, and compound. Oilers Nation. Local Deals. Yardstick — in tranches, the way we like it. We've never had a bad ending between us, and that's because we've always been honest about what's in front of us.

Your 15.5% of Altitude — which holds 80% of WKT — is worth roughly $2.5M today at our conservative $20M entry valuation. I think we're looking at 4–5× on that within 12–24 months. Not because the projections changed. Because the market opened up faster than anyone modelled.

You've seen the prospectus. You've seen the budget — $15.3M revenue, $3.2M EBITDA at 21%, January on track. Those are Glenn and Mark's numbers. Conservative by design. No government funding. No SR&ED credits. AI revenue doesn't even appear until Q3.

What I want to show you is everything that's happened since December that isn't in those numbers.

100%
Learner pass rate since December 1, 2025
Previous exam score average: 69% · Live on Relo.ca (RECA-approved program)

This isn't a pilot. It's live production, in a regulated program, with real learners sitting real exams. The adaptive engine works. The regulator has seen it. They're not asking us to prove it — they're asking how fast we can build the rest.

Four opportunities — all imminent, none projected

Every one of these has emerged or accelerated in the last 60 days. They represent 30–180 day execution windows. None are in Glenn and Mark's forecast. This is pure upside.

1. CIRO — Securities Exam Prep ~$10M at 50% share
Capacity constrained — needs build resources

Nine exam programs across Canada's securities regulator, in English and French. No one else offers adaptive learning here. The regulator has seen our product and is actively pushing us to deliver all nine programs this year.

We have capacity for four. The other five — and the first-mover lock on the full portfolio — slip away every month we can't build them.

⚡ Not in the prospectus
2. LLQP — World Financial Group $2.4M/yr immediate run-rate
June 2026 delivery target

The total LLQP market is $8–10M. WFG does 45,000 learners a year and they're willing to switch to us if we deliver adaptive and commit to a 50% bulk discount on volume.

Close this and it's $2.4M per year of immediate, high-margin revenue. One client. One delivery. Material run-rate from day one.

⚡ Not in the prospectus
3. BC Insurance — Greenfield First-Mover 3,500+ businesses · 25,000+ reps
July 2026 — courses must be ready at launch

BC's Restricted Insurance Agent accreditation is wide open. With your contacts, Noah, and our two new investors — Fraser and Allan, BC insurance insiders — we can own this space the day it opens.

But only if our courses are built by July. First-mover advantage doesn't wait.

⚡ Not in the prospectus
4. Alberta iGaming — 90-Day Window Regulatory access play
30–90 days — relationship-driven

This isn't a market analysis. It's a 90-day sales opportunity built on relationships. The new Board Vice-Chair of the Alberta iGaming Corp is a close friend and business partner through Hansen Distillery — he also runs RapidCash ATM and RapidEx Crypto Exchange.

He's helped me build direct support from Larry Spagnolo, the new AGLC Board Chair, as Alberta moves to fully deregulate online gaming, logistics, and property. We're positioned as the compliance training partner from day one.

⚡ Not in the prospectus

Board-approved budget — January on track

These are the numbers Glenn and Mark presented to the board in December. Conservative. No SR&ED. No government funding. AI revenue back-loaded to Q3/Q4. January is tracking to plan.

Metric 2025 2026 Budget 2027 2028
Revenue $11.6M $15.3M $19.6M $26.6M
EBITDA $692K $3.2M (21%) $6.3M (32%) $10.3M (39%)
Net Income $2.3M (15%)
ALF Revenue $1.3M $6.1M $13.5M
ALF Margins 90–95%
The EBITDA margin story: 11% in Q1 → 13% Q2 → 24% Q3 → 32% Q4. Costs step up once. Revenue keeps scaling. And the four opportunities above? They're additive to every line.

Entry valuation: 10× EBITDA = $20M (floor). Strategic interest from 360 Training (US) confirmed $30M+ achievable. Board-mandated liquidity event by June 2028.

Our partnership

~2009
$300K into Altitude for 10%. The start of everything.
Exits
Oilers Nation, Local Deals, Yardstick (in tranches). Never a bad ending.
Growth
Altitude stake grew to 15.5%. Six acquisitions built WKT's regulated training moat. 1.8M credentials issued.
Dec 2025
ALF launches. 100% pass rate. $2.5M current value of Maggnum's position.
2026–28
Board-mandated liquidity event. 4–5× target. $10M+ at even conservative multiples.

Two ways to participate

I'll be direct. I don't love selling equity at $20M when I believe we're heading to $80–100M. But the Riep debt is overdue, and cleaning the balance sheet is the right move for all shareholders — including you. So here's how I see this for our partnership:

The Equity — Asymmetric Entry

$500K

Subscribe to the secondary offering alongside the other new investors. At $20M — our floor valuation — with four unpriced opportunities in the next 180 days.

Valuation $20M (10× EBITDA)
Total raise $2.4M for 12% of WKT
Use of proceeds Retire Riep debt
Close ~2 weeks
Liquidity target June 2028
The Growth Capital — Subordinated Debt

$1–2M

A green line facility to fund the four imminent opportunities. Attractive coupon. Non-dilutive. This is the rocket fuel — and it compounds the value of the equity underneath it.

Structure Subordinated debt
Coupon Attractive fixed return
Purpose Fund growth capacity
Dilution None
Effect Accelerates all upside
The logic: The equity cleans the balance sheet and locks in the most asymmetric entry point we'll ever offer at this stage. The green line funds the four opportunities that turn a $20M company into a $80M+ company — without giving away another point of equity. You clip the coupon while your existing 15.5% of Altitude appreciates underneath it.

Constraints → Capacity

Right now we have four $1M+ run-rate opportunities with 30–180 day windows. Here's what's standing between us and capturing them:

SME Build Capacity

Subject matter expert contractors to accelerate ALF course production. We can build ~8 programs a year. The market wants all nine CIRO programs, LLQP, BC Insurance, and iGaming — this year. Every program we don't build is first-mover advantage we lose permanently.

Go-to-Market & Enterprise Sales

We drifted commercially from 2020–2023 — COVID, leadership changes, strategic noise. That's behind us. Strategy is nailed. We have two category-killer products. The only constraint is rapidly building out sales and marketing capacity — we need more people, more reach, and more commercial firepower to match the demand that's in front of us right now.

Your Network

This is where capital becomes a multiplier. Warm introductions to enterprise buyers, channel partnerships, industry positioning expertise. Noah and Matt's network opens doors that no amount of cold outreach can replicate. That's the real unlock.

Noah, Matt — in 17 years I've never called something a "once in a lifetime." I'm close to saying it now.

The equity offering at $20M is the last time anyone gets in at this valuation. The four opportunities I've laid out — CIRO, WFG, BC Insurance, iGaming — are real, imminent, and additive to every number in the prospectus. They turn a strong growth story into something extraordinary.

The equity cleans the balance sheet. The green line captures the upside. And your network — the introductions, the expertise, the doors — that's what turns opportunity into execution.

WKT can comfortably service reasonable sub-debt — maybe even with a small kicker. That's a better path than selling more equity. After this round, Altitude holds 68% — the two-thirds majority we need to control the sell decision when the time comes. This structure lets us keep that control intact and still fund the work to capture what's in front of us.

Let's talk.

— Chris