Original News Release
SEDAR Interim Financial Statements
7587016.1 VOYAGEUR PHARMACEUTICALS LTD. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Unaudited – Expressed in Canadian Dollars) Notice of No Auditor Review These unaudited consolidated interim financial statements of Voyageur Pharmaceuticals Ltd. have not been reviewed by the auditors of the Corporation. This notice is being provided in accordance with Section 4.3(3)(a) of National Instrument 51-102 – Continuous Disclosure Obligations. 2 VOYAGEUR PHARMACEUTICALS LTD. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian Dollars) February 28 November 30 As at, 2026 2025 $ $ Current assets Cash and cash equivalents 75,709 267,054 Deposits 1,550 3,500 Amounts receivable 167,170 134,046 Inventory (note 4) 137,436 49,172 Prepaid expenses 32,371 142,698 414,236 596,470 Reclamation deposits (note 9) 14,000 14,000 Equipment (note 5) 2,841 3,124 Exploration and evaluation assets (note 6) 2,517,731 2,491,514 Total assets 2,948,808 3,105,108 Current liabilities Accounts payable and accrued liabilities (note 8,& 13) 2,204,813 1,715,895 CEBA loan (note 14) 40,000 - Research grant (note 7) 43,257 96,771 2,288,070 1,812,666 Long-term liabilities CEBA loan (note 14) - 40,000 Total liabilities 2,288,070 1,852,666 Share capital (note 10b) 12,641,553 12,641,553 Contributed surplus 3,001,281 2,957,531 Accumulated other comprehensive income 12,920 20,951 Deficit (14,995,016) (14,367,593) Total shareholders' equity 660,738 1,252,442 Total liabilities and shareholders' equity 2,948,808 3,105,108 Nature of operations and going concern (note 1) Commitments and contingencies (note 13) Subsequent events (note 15) Approved on behalf of the Board: (signed) “Kevin McBeth” (signed) “Eric Pommer” Director Director ASSETS LIABILITIES AND SHAREHOLDERS EQUITY SHAREHOLDERS' EQUITY 3 VOYAGEUR PHARMACEUTICALS LTD. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Expressed in Canadian Dollars) For the three months ended February 28, 2026 February 28, 2025 $ $ REVENUE Sales 19,274 - Cost of Sales 19,274 - Gross Profit - - EXPENSES Market and product development (note 4, 8) 283,012 40,465 Share-based compensation (note 8,10e) 43,750 395,295 Wages, director and CFO fees (note 8) 82,745 75,822 General and administrative 28,193 40,270 Investor relations, transfer agent, filing fees 41,328 147,201 Professional fees 80,682 52,811 Consulting fees 67,430 65,412 Depreciation (note 5) 283 283 Net loss (627,423) (817,559) Other comprehensive income Foreign exchange translation adjustment (8,031) 9,277 Comprehensive loss (635,454) (808,282) Basic and diluted loss per share ($0.00) ($0.01) Weighted average number of common shares outstanding 178,586,978 155,519,555 4 VOYAGEUR PHARMACEUTICALS LTD. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Expressed in Canadian Dollars) Number of Shares Share Capital Contributed Surplus Other Comprehensive Income Accumulated Deficit Total Equity $ $ $ $ Balance, November 30, 2024 139,473,176 9,138,574 2,125,488 20,931 (10,835,035) 449,958 Shares Issued on private placements (note 10b) 15,231,345 913,881 - - - 913,881 Exercise of warrants (note 10b) 21,871,342 2,387,900 (14,375) - - 2,373,525 Exercise of broker warrants (note 10b) 552,953 65,788 (30,161) - - 35,627 Settlement of DSU units (note 10e) 1,158,162 196,888 - - - 196,888 Share issue costs (note 10b) - (181,233) - - - (181,233) Value assigned to broker warrants (note 10b) - (24,735) 24,735 - - - Shar
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e Based Compensation (note 10d,e) - - 280,469 - - 280,469 Exercise of options (note 10b) 300,000 44,490 (21,990) - - 22,500 DSU reclassified as equity (note 10e) - - 593,365 - - 593,365 Units to be issued (note 10b) - 100,000 - - - 100,000 Foreign currency translation Adjustment - - - 20 - 20 Net loss - - - - (3,532,558) (3,532,558) Balance, November 30, 2025 178,586,978 12,641,553 2,957,531 20,951 (14,367,593) 1,252,442 Balance, November 30, 2025 178,586,978 12,641,553 2,957,531 20,951 (14,367,593) 1,252,442 Share Based Compensation (note 10d,e) - - 43,750 - - 43,750 Foreign currency translation Adjustment - - - (8,031) - (8,031) Net loss - - - - (627,423) (627,423) Balance, February 28, 2026 178,586,978 12,641,553 3,001,281 12,920 (14,995,016) 660,738 5 VOYAGEUR PHARMACEUTICALS LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian Dollars) February 28 February 28 For the three months ended 2026 2025 Cash provided by (used in): $ $ Operating activities Net loss for the year (627,423) (817,559) Add items not involving cash: Depreciation (note 5) 283 283 Share based compensation (note 10d) 43,750 395,295 Unrealized foreign exchange income (loss) (8,031) 9,277 Change in non-cash operating working capital Amounts receivable (31,174) (17,988) Inventory (note 4) (88,264) - Prepaid expenses 110,327 (25,695) Ressearch grant (note 7) (53,514) 350,000 Accounts payable and accrued liabilities 488,918 (922,467) Net cash (used in) operating activities (165,128) (1,028,854) Financing activities Shares issued on private placements (note 10b) - 913,881 Exercise of warrants (note 10b) - 687,099 Exercise of broker warrants (note 10b) - 9,800 Share issue costs (note 10b) - (66,081) Net cash provided by financing activities - 1,544,699 Investing activities Exploration and evaluation expenditures (note 6) (26,217) (42,429) Net cash (used in) investing activities (26,217) (42,429) Change in cash and cash equivalents during the period (191,345) 473,416 Cash and cash equivalents, beginning of the period 267,054 165,569 Cash and cash equivalents, end of the period 75,709 638,985 VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 6 1. Nature of operations and going concern Voyageur Pharmaceuticals Ltd., formerly Voyageur Minerals Ltd. ("Voyageur" or the "Corporation") was incorporated under the Business Corporations Act (Alberta) on July 23, 2008 and is listed on the TSX Venture Exchange (the "Exchange" or the "TSXV"), trading under the symbol VM. Voyageur, through its wholly owned subsidiaries, Voyageur Industrial Minerals Ltd. and Voyageur Minerals Inc., is in the business of acquiring, exploring and developing raw materials for pharmaceutical products, primarily in the province of British Columbia, Canada and the state of Utah, USA. Voyageur expects to sell barium and iodine imaging contrast agents for medical radiology. To date, the Corporation has not generated revenues from operations and is considered to be a development stage pharmaceutical company. The address of the Corporation’s registered and records office is 800, 333 – 7 Avenue S.W., Calgary, Alberta, T2P 2Z1. The head office of the Corporation is located at 7 – 1700 Varsity Estates Drive NW, Calgary, Alberta, T3B 2W9. These consolidated financial statements have been prepared on the assumption that the Corporation will continue as a going concer
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n and realize its assets and discharge its liabilities in the normal course of operations. The Corporation is in the process of exploring for and developing its mineral properties for pharmaceutical products and has not yet determined whether these properties contain mineral reserves that are economically recoverable. Recovery of the capitalized costs shown for mineral properties will likely require the establishment of economically recoverable reserves, the securing of development financing and profitable production. As at February 28,2026, the Corporation had not yet achieved profitable operations, has accumulated losses of $14,995,016 (November 30, 2025 - $14,367,593) since inception, working capital deficit of $1,873,834 (November 30, 2025 $1,216,196) and expects to incur further losses in the development of its business. The Corporation has relied on support from various creditors and related party lenders to finance its operations. These conditions give rise to material uncertainties that may cast significant doubt on the Corporation’s ability to continue as a going concern. The future operations of the Corporation are dependent on the continued support from creditors and lenders and the Corporation’s ability to raise additional capital through equity financings or by selling or optioning its mineral properties. While the Corporation has been successful in securing financings in the past there is no assurance that it will be able to continue to do so in the future. In order to further address current liquidity issues, the Corporation announced, on March 25, 2026, a non-brokered Life Offering for aggregate gross proceeds of a minimum of $4,000,000 and a maximum of $7,500,000 and intends to pursue additional equity offerings in the second half of the current fiscal year. Full details of the Life Offering are contained in footnote 15. Accordingly, these consolidated financial statements do not give effect to adjustments, if any, that would be necessary should the Corporation be unable to continue as a going concern. If the going concern assumption was not appropriate, then the adjustments required to report the Corporation’s assets and liabilities on a liquidation basis could be material to these consolidated financial statements. 2. Basis of presentation Statement of compliance The consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee and are presented in Canadian dollars. The material accounting policies adopted in the preparation of the consolidated financial statements are set out in Note 3. Unless otherwise stated, these policies have been consistently applied to all the periods presented. The consolidated financial statements include the accounts of the Corporation and its subsidiaries. All intercompany transactions, balances, revenues and expenses have been eliminated. These consolidated financial statements were authorized for issue by the Board of Directors on April 23, 2026. VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 7 2. Basis of presentation (cont’d) Statement of compliance (cont'd) These consolidated financial statements include the accounts of the Corporation, its wholly owned Canadian subsidiary, Voyageur Industria
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l Minerals Ltd. and its wholly owned United States subsidiary, Voyageur Minerals Inc. All significant inter-company transactions and balances have been eliminated upon consolidation. Basis of measurement The consolidated financial statements of the Corporation have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments measured at fair value. These consolidated financial statements are presented in Canadian Dollars, which is the functional currency of the Corporation. The functional currency of the Corporation’s Canadian subsidiary and United States subsidiary is the Canadian and United States dollar, respectively. 3. Summary of significant accounting policies a) Significant accounting judgements and estimates The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements may include estimates which, by their nature, are uncertain. The impacts of such estimates could be pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods. Significant assumptions management has made could result in a material adjustment to the carrying amounts of assets and liabilities including the determination of fair value of share-based payments using the expected volatility, in the event that actual results differ from assumptions. Recoverability of exploration and evaluation assets The Corporation’s accounting policy for exploration costs results in certain items being capitalized according to the expected recoverability of the projects.The application of the Corporation’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether it is likely that future economic benefits are likely to arise from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of resources or reserves. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances and in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available. If, after the expenditure is capitalized, information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off, in whole or in part, in profit or loss in the period when the new information becomes available. Going concern The assessment of the Corporation’s ability to execute its strategy by funding future working capital involves judgement. There is a material uncertainty regarding the Corporation’s ability to continue as a going concern. The Corporation’s principal source of cash is from private placements and related party debt. The Corporation is dependent on raising funds in order to have sufficient capital to fund all aspects of future operations. VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FO
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R THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 8 3. Summary of significant accounting policies (cont’d) a) Significant accounting judgements and estimates (cont’d) Share-based compensation The recognition of amounts in relation to share-based compensation requires estimates related to the valuation of stock options at the time of issuance including share price, risk-free interest rate, volatility, expected life, forfeiture rate and dividend yield. b) Inventory Inventories are valued at the lower of cost and net realizable value. Cost includes all costs of purchase, manufacturing costs and other costs incurred to bring the inventories to their present location and condition. The cost of inventory is determined based on weighted average. c) Share-based payments Where equity-settled stock options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive loss over the vesting period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied. d) Deferred Share Units ("DSU") The Corporation has adopted a DSU plan that is focused on compensating the Directors of the Corporation for their annual retainers. DSUs are notional common shares of the Corporation that do not settle until the recipient leaves the Corporation. The Corporation’s DSU plan allows for the participants to receive cash-settled DSUs or common shares of the Corporation at the discretion of the Corporation. When DSUs become payable, the participant issued such DSUs, shall be entitled to receive payment from the Corporation in settlement of such DSUs: (i) in a number of common shares (issued from treasury or purchased in the market by the Corporation) equal to the number of DSUs being settled, (ii) an amount in cash equivalent to the number of the outstanding DSUs held by such participant multiplied by fair market value of the common shares as at the applicable settlement date or termination date, (iii) in some combination thereof, or (iv) in any other form, all as determined by the Compensation Committee of the Board at its sole discretion, subject to the policies of the Exchange. Up to and including November 30, 2025, the DSUs have been accounted for on the basis that they will be settled in cash and the fair value has been recognized as share-based compensation expense, with a corresponding increase in accrued liabilities over the vesting period. The fair value of the liability was remeasured at the end of each period and at the settlement date, with any changes in fair value recognized in the consolidated statement of comprehensive loss. From the modification date of November 30, 2025, the awards will be accounted for as equity-settled, with no further remeasurement of fair value. e) New and amended accounting standards not yet adopted IFRS 9 Financial Instruments and IFRS 7
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Financial Instruments: Disclosures IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures were amended in May 2024 to clarify the date of recognition and derecognition of financial assets and liabilities. The amendments are effective for fiscal years beginning on or after January 1, 2026 with early adoption permitted. The amendment will not have a material impact on the Corporation’s financial statements. VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 9 3. Summary of significant accounting policies (cont’d) e) New and amended accounting standards not yet adopted (cont'd) IFRS 18 Presentation and Disclosure in Financial Statements IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”) was issued in April 2024 by the International Accounting Standards Board and replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces a defined structure to the statement of earnings and comprehensive income, including new totals, subtotals, and categories for earnings and expenses. In addition, management defined performance measures will require note disclosure. IFRS 18 is required to be adopted retrospectively and is effective for fiscal years beginning on or after January 1, 2027, with early adoption permitted. The Corporation is evaluating the impact that this standard will have on the consolidated financial statements. 4. Inventory During the three months ended February 28, 2026, a write down of $ 209,281 has been recorded to reflect the lower of cost or net realizable value. Given the exploration nature of the initial sales orders, the write down has been expensed to market & product development. The increase in inventory value since November 30, 2025 reflects additional new finished goods inventory. 5. Equipment As at, February 28 November 30 2026 2025 $ $ Raw materials - Finished goods 137,436 49,172 TOTAL 137,436 49,172 2026 2025 $ $ Cost Balance November 30, 2025 & 2024 18,303 18,303 Additions - - Disposals - - Balance end of February 2026 & 2025 18,303 18,303 Accumulated depreciation and impairments Balance November 30, 2025 & 2024 15,179 14,046 Disposals - - Depreciation 283 283 Balance end of February 2026 & 2025 15,462 14,329 Net Balance end of February 2026 & 2025 2,841 3,974 VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 10 6. Exploration assets A summary of the capitalized acquisition and exploration expenditures on the Corporation’s exploration and evaluation assets for the year ended November 30, 2025 and the three months ended February 28, 2026 is shown above. As at February 28, 2026, the Corporation has interests in two mineral properties located in British Columbia, Canada (Frances Creek and Jubilee Mountain) and one in Utah, USA (Paradox Basin). Frances Creek, Jubilee Mountain – Canada In fiscal 2013, the Corporation was granted the exclusive option to purchase a 100% undivided interest in certain mineral properties located in the province of British Columbia referred to as "Falcon" (abandoned in 2024), "Pedley Mountain", (abandoned in 2023) "Jubilee Mountain" and "Frances Creek" from Tiger Ridge Resources Ltd. (the vendor) a related party. The Vendor has reserved a 3.5% gross milled sales return royalty on the pro
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duction of barite and other industrial minerals and a 3.5% net smelter return royalty on the production of base and precious metals on all the claims. In addition, the claims are burdened by a previously existing royalty of $2.00/tonne on finished barite and $2.00/tonne on metals concentrate production. The Corporation and the Vendor are related by virtue of the directors, officers and shareholders of the Vendor also being directors, officers and shareholders of the Corporation. Paradox Basin – USA In July 2016, the Corporation entered into an agreement to acquire, from the owner, a 100% interest in 89 mineral claims covering approximately 720 hectares in a lithium brine property located in the Paradox Basin of Utah, USA (the "ULI Project"). The claims have been staked by the owner and have been transferred to Voyageur’s wholly owned United States subsidiary. Canada USA Frances Creek Jubilee Mountain Paradox Basin Total $ $ $ $ Balance, November 30, 2024 1,739,290 185,009 297,195 2,221,494 Claims fees - - 24,965 24,965 Foreign currency translation adjustment - - 497 497 Site expenses 50,948 62,652 - 113,600 Insurance - - - - Salaries and wages 130,958 - - 130,958 Depreciation of exploration equipment - - - - Abandoned Claim - - - - Balance, November 30, 2025 1,921,196 247,661 322,657 2,491,514 Claims fees - - - Foreign currency translation adjustment - - (8,031) (8,031) Geological and consulting - - - - Site expenses 1,054 - - 1,054 Insurance - - - - Salaries and wages 33,194 - - 33,194 Depreciation of exploration equipment - - - - Abandoned Claim - - - - Balance, February 28, 2026 1,955,444 247,661 314,626 2,517,731 VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 11 6. Exploration assets (cont'd) On September 14, 2016, the Corporation entered into a Standstill Agreement with Anson Resources Ltd. ("Anson"). Under the terms of the agreement, Anson paid Voyageur a non-refundable deposit of US$75,000 (CDN$98,753) in exchange for the exclusive right to conduct due diligence on Voyageur’s ULI Project for a period of 45 days and, based on its due diligence findings, earn into the project. On March 27, 2017 the Corporation signed a formal joint venture agreement with Anson whereby Anson may earn up to 70% of the ULI Project by undertaking exploration activities on the project. Anson earned a 10% interest in the ULI Project upon signing of the formal joint venture agreement and can earn further interests upon completing the following: • 40% by defining the location(s) for one or more drill holes, issuing a NI 43-101 technical report, and incurring US$666,000 in qualifying expenditures; and • a further 20% by drilling and logging one or more holes, issuing an updated NI 43-101 technical report, and incurring US $2,330,000 in qualifying expenditures. In fiscal 2018, Anson provided the Corporation with notice advising that Anson had completed the 40% earn-in. The Corporation and Anson are currently in dispute as to whether or not the 40% earn-in has occurred on this agreement. 7. Research grant On February 5, 2025, the Corporation was approved for a $600,000 grant from Alberta Innovates, a provincial Crown corporation and Alberta’s largest research and innovation corporation, through the Alberta Innovates AICE-Market Access Program. This grant is aimed at supporting the commercialization and market access of emergi
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ng health technologies in Alberta. The funds are being allocated to a study assessing the efficacy of Voyageur’s Frances Creek barium sulfate against competing products. Particular emphasis will be placed on comparing the performance of Frances Creek natural barite with synthetic barium precipitate and oral iodine products. On February 11, 2025, the Corporation received $350,000, being the first tranche of funds from Alberta Innovates pursuant to the $600,000 approved grant. The $350,000 was recorded as a liability to be recorded against eligible expenses as they are incurred. The Grant funding is divided into two milestones: (1) Prove the purity and produce products using the Frances Creek Barium and (2) complete patient testing using the Frances Creek barium products. Milestone 1 is nearing completion and will lead to the commencement of milestone 2. During the three months ended February 28, 2026, $53,514 was recognized as a reduction to eligible expenses incurred. This amount was deducted from remaining liability of $96,771 as at November 30, 2025 resulting in a remaining liability to spend of $43,257 as at February 28, 2026. There are no unfulfilled conditions or other contingencies related to the current funding. 8. Related party transactions and balances (a) Transactions with related parties are incurred in the normal course of business and are initially measured at fair value. Related party transactions are disclosed below, unless they have been disclosed elsewhere in the consolidated financial statements. VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 12 8. Related party transactions and balances (cont'd) (b) Amounts due to related parties 9. Reclamation deposits Prior to commencement of exploration of a pharmaceutical development property in British Columbia, Canada, a company is required to post a reclamation bond against any potential land restoration costs that may be incurred in the future, which is refunded upon completion of reclamation to the satisfaction of the Inspector of Mines. The Corporation has posted reclamation bonds of $14,000 (2025 - $14,000) with the Province of British Columbia, Canada. 10. Share capital a) Authorized Unlimited number of Class A common shares Unlimited number of Class B and Class C preferred share b) Issued and outstanding Class A common shares ("Common Shares") 2026 3 months ended February 28, 2026 There were no share issuance transactions in the period. For the three months ended February 28 2026 2025 $ $ Wages, director, and CFO fees 1 139,326 109,019 Share based compensation 2 43,750 395,295 Market and product development 3 - 35,471 TOTAL 183,076 539,785 1 Includes salaries capitalized to Frances Creek 2 DSU units and Option Grants awarded to Directors 3 Market and development relates to fees paid to a company owned by a Director As at February 28 2026 2025 $ $ Accounts payable and accrued liabilities 1 958,769 1,232,913 Total 958,769 1,232,913 1 Includes Wages, CFO Fees, Directors fees Number Amount Number Amount $ $ Balance, beginning of year 178,586,978 12,641,553 139,473,176 9,138,574 Shares Issued on private placement - - 15,231,345 913,881 Exercise of warrants - - 21,871,342 2,387,900 Exercise of broker warrants - - 552,953 65,788 Settlement of DSU Units - - 1,158,162 196,888 Units to be issued - - - 100,000 Share issue costs - - - (181,233) Exerc
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ise of options - - 300,000 44,490 Value assigned to broker warrants - - - (24,735) Balance, end of year 178,586,978 12,641,553 178,586,978 12,641,553 February 28, 2026 November 30, 2025 VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 13 10. Share capital (cont'd) b) Issued and outstanding Class A Common Shares (cont'd) 12 months ended November 30, 2025 On December 3, 2024, the Corporation closed the first tranche of a private placement, raising total gross proceeds of $496,840 through the sale of 8,280,665 units at a price of $0.06 per unit. Each unit was comprised of one (1) Common Share and one (1) Common Share purchase warrant of Voyageur. Each warrant entitles the holder thereof to purchase one Common Share for $0.10 expiring thirty-six (36) months from the date of issuance. The warrants include an acceleration provision whereby if the Common Shares trade at a price greater than $0.25 for a period of 10 trading days, Voyageur may accelerate the expiry of the warrants. The value assessed to the warrant units was $nil. Pursuant to the first closing of the private placement, Voyageur paid a cash commission to a qualified non-related party in the amount of $19,491 and issued 324,853 broker warrants entitling the holder to acquire one Common Share at a price of $0.06 per share for a period of one (1) year from the date of issuance. The value assessed to the broker warrants was $15,794 as determined by the Black Scholes Option Pricing Model. On December 18, 2024, the Corporation closed the second and final tranche of a private placement raising total gross proceeds of $417,041 through the sale of 6,950,680 units at a price of $0.06 per unit. Each unit was comprised of one (1) Common Share and one (1) Common Share purchase warrant of Voyageur. Each warrant entitles the holder thereof to purchase one Common Share for $0.10 expiring thirty-six (36) months from the date of issuance. The Warrants include an acceleration provision whereby if the Common Shares trade at a price greater than $0.25 for a period of 10 trading days, Voyageur may accelerate the expiry of the Warrants. The value assessed to the warrant units was $nil. Pursuant to the final closing of the private placement, Voyageur paid a cash commission to a qualified non-related party in the amount of $6,336 and issued 105,600 broker warrants entitling the holder to acquire one Common Share at a price of $0.06 per share for a period of one (1) year from the date of issuance. The value assessed to the broker warrants was $8,941 as determined by the Black Scholes Option Pricing Model. Additional share issue costs related to the private placements were incurred for legal fees $49,662 and TSXV financing transaction fees of $5,744. Pursuant to a consulting contract, the Corporation recorded an obligation to issue Common Shares valued at $100,000 as equity with an offsetting amount recorded as share issue cost. As at November 30, 2025, the share issuance was subject to TSXV approval. On May 8, 2025, the Corporation settled 1,158,162 DSUs through the issuance of an equivalent number of the Common Shares, based on the closing price as at May 8, 2025 of $0.17 amounting to a value of $196,888. On June 27, 2025 the Corporation received aggregate gross proceeds of $22,500 through the exercise of 300,000 stock options at an exercise price of $0.07 resulting in the
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issuance of an aggregate of 300,000 Common Shares. On various dates during the 12 months ended November 30, 2025 the Corporation received aggregate gross proceeds of $2,373,525 through the exercise of 21,871,342 share purchase warrants, and $35,627 through the exercise of 552,953 broker warrants resulting in the issuance of an aggregate of 22,424,295 Common Shares. c) Warrants Details of common share purchase warrants outstanding as at February 28, 2026 and November 30, 2025 are as follows: VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 14 10. Share capital (cont'd) c) Warrants (cont'd) As at February 28, 2026, the following common share purchase warrants were outstanding: The weighted average remaining contractual life of the issued and outstanding warrants at February 28, 2026 was 1 day (November 30, 2025 91 days). d) Stock options The Corporation has adopted an incentive stock option plan which provides that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares. Such options will be exercisable up to ten years from the date of grant. The fair value of each option grant will be estimated on the date of grant using the Black-Scholes option pricing model. Stock options issued and outstanding are as follows: February 28 November 30 2026 2025 Weighted Weighted average average Number of exercise Number of exercise Warrants price Warrants price $ $ Outstanding - beginning of year 4,668,750 0.15 23,378,883 0.13 Issued on private placements - - 15,231,345 0.10 Issued to brokers on private placements - - 430,453 0.08 Exercised - - (22,424,295) 0.07 Expired - - (11,947,636) 0.20 Outstanding - end of year 4,668,750 0.15 4,668,750 0.15 February 28, 2026 Number of Exercise Expiry Weighted Warrants Price Date Avg.Price $ $ 4,668,750 0.15 March 1, 2026 0.15 4,668,750 0.15 0.15 Number of Options Weighted average exercise price Number of Options Weighted average exercise price $ $ Outstanding - beginning of the year 10,149,122 0.10 9,500,000 0.08 Granted - - 949,122 0.22 Expired - - - - Exercised - - (300,000) 0.08 Outstanding - end of year 10,149,122 0.10 10,149,122 0.10 February 28 November 30 2026 2025 VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 15 10. Share capital (cont'd) d) Stock options (cont'd) Details of the stock options outstanding and exercisable as at February 28, 2026 are as follows: 3 months ended February 28, 2026 No stock options were granted during the period. Year ended November 30, 2025 On June 18, 2025, the Board approved the grant of 43,000 stock options to a contractor of the Corporation. The stock options vest in 4 months plus one day from the grant date and are exercisable into Common Shares at an exercise price of $0.177 per share for a period of 5 years. The fair value was calculated as $8,933 using the Black-Scholes model based on the following assumptions; Risk- free interest rate of 2.89%, expected life of 5 years, no annual dividend, expected volatility of 130% and a forfeiture rate of 0%. The calculated fair values have been recorded as Share-based compensation. On June 26, 2025, the Board approved the grant of 306,122 stock options to a contractor of the Corporation. The stock options ves
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t immediately and are exercisable into Common Shares at an exercise price of $0.245 per share for a period of 5 years. The fair value was calculated as $73,512 using the Black-Scholes model based on the following assumptions; Risk-free interest rate of 2.83%, expected life of 5 years, no annual dividend, expected volatility of 130% and a forfeiture rate of 0%. The calculated fair values have been recoded as Share-based compensation. On July 10, 2025, the Board approved the grant of 100,000 stock options to a director of the Corporation. The stock options vest immediately and are exercisable into Common Shares at an exercise price of $0.196 per share for a period of 10 years. The fair value was calculated as $25,718 using the Black-Scholes model based on the following assumptions; Risk-free interest rate of 2.90%, expected life of 10 years, no annual dividend, expected volatility of 130% and a forfeiture rate of 0%. The calculated fair values have been recoded as Share-based compensation. Expiry Date Number of Options Outstanding Number of Options Vested Number of Options Unvested Exercise Price g Average Remaining Life Years $ March 26, 2029 3,400,000 3,400,000 - 0.07 3.07 January 20, 2030 1,050,000 1,050,000 - 0.10 3.90 April 1, 2031 850,000 850,000 - 0.18 5.09 April 30, 2026 100,000 100,000 - 0.09 0.17 September 19, 2032 300,000 300,000 - 0.10 6.56 April 3, 2033 2,300,000 2,300,000 - 0.08 7.10 July 28, 2033 300,000 300,000 - 0.07 7.42 March 26, 2034 300,000 300,000 - 0.07 8.08 September 25, 2034 600,000 600,000 - 0.06 8.58 June 18, 2030 43,000 43,000 - 0.18 4.30 June 26, 2030 306,122 306,122 - 0.25 4.33 July 10, 2035 100,000 100,000 - 0.20 9.37 July 10, 2029 500,000 500,000 - 0.26 3.36 Total 10,149,122 10,149,122 - 0.10 5.04 VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 16 10. Share capital (cont'd) d) Stock options (cont'd) On July 10, 2025, the Board approved the grant of 500,000 stock options to a contractor of the Corporation. The stock options vest in 4 months plus one day from the grant date and are exercisable into Common Shares at an exercise price of $0.26 per share for a period of 4 years. The fair value was calculated as $105,197 using the Black-Scholes model based on the following assumptions; Risk-free interest rate of 2.90%, expected life of 4 years, no annual dividend, expected volatility of 122% and a forfeiture rate of 0%. The calculated fair values have been recoded as Share-based compensation. As at November 30, 2025, 10,049,122 stock options outstanding had a weighted average remaining life of 5.28 years (November 30, 2024 – 6.47 years). The weighted fair value of 949,122 stock options granted during the year ended November 31, 2025 was $0.225. The weighted fair value of 4,300,000 stock options granted during the year ended November 30, 2024 was $0.063. The total share-based compensation recognized during the year ended November 30, 2025 was $280,469 (2024 $197,110) e) DSUs The Corporation adopted a fixed 10% DSU plan (the "DSU Plan"), following receipt of shareholder approval on June 28, 2021, that is focused on compensating the Directors of the Corporation for their annual retainers. The fair value of the DSUs is calculated each quarter based on the closing share price and any change in fair value is recorded to share-based payments. The DSUs only vest upon a director resigning,
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retiring or not being re-elected to the board. 3 months ended February 28, 2026 As at November 30, 2025, the method of accounting for the DSUs has been adjusted to reflect an expectation of settlement through the issuance of Common Shares and the liability for cash settled DSUs of $593,365 was reclassified to equity as at November 30, 2025. From the modification date of November 30, 2025, the awards will be accounted for as equity-settled, with no further remeasurement of fair value. During the 3 months ended February 28, 2026, $43,750 was accrued as share based compensation reflecting the value of independent directors’ annual fees ($6,250 per director per quarter) that are expected to be settled through the issuance of Common Shares. DSUs related to this accrual will be issued at a future date during the second fiscal year quarter of 2026. f) Loss per share Loss per share of $0.00 and $0.01 for the three months ended February 28, 2026 and 2025 respectively, is calculated based on weighted average number of shares outstanding during the respective year periods. The calculation of diluted loss per share equals basic loss per share as the effect of outstanding options and warrants are anti-dilutive. 11. Financial instruments As at February 28, 2026 and 2025, the Corporation’s financial instruments consist of cash and cash equivalents, amounts receivable, reclamation deposits, accounts payable and accrued liabilities and CEBA loan. The amounts reflected in the statement of financial position are carrying amounts and approximate their fair values due to the short-term nature and negligible credit losses. The Corporation does not use derivative instruments or hedges to manage risks because the Corporation’s exposure to credit risk, interest rate risk and currency risk is low. VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 17 11. Financial instruments (cont'd) Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Corporation’s cash and cash equivalents are exposed to credit risk; however, the risk is deemed small because the counterparty is a highly rated bank and the accounts receivable relates to GST recoverable from the Federal Government. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Corporation’s cash and cash equivalents are exposed to interest rate risk as the Corporation invests cash and cash equivalents at floating rates of interest in highly liquid instruments. Fluctuations in interest rates impact the value of cash and cash equivalents. All of the Corporation’s other interest-bearing financial instruments are subject to fixed rates of interest. Currency risk Currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Corporation is exposed to foreign currency risk as certain monetary financial instruments are denominated in United States dollars. At February 28, 2026, total assets include cash of US$6,616 (November 30, 2025 - US$17,694) and total liabilities include accounts payable and accrued liabilities of US$365,191 (November 30, 2025 – US$281,858). The Co
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rporation has not entered into any foreign currency contracts to mitigate this risk. The Corporation’s sensitivity analysis suggests that a change in the absolute rate of exchange in the US dollar by 10% would increase or decrease net loss by US$35,818 (November 30, 2025 - US$26,396) in these consolidated financial statements. Liquidity risk Liquidity risk is the risk that the Corporation will encounter difficulty in meeting obligations associated with financial liabilities. The Corporation experienced significant liquidity challenges during the year as a result of the factors discussed in Note 1. As at February 28, 2026 and 2025, the working capital deficit was as follows: In order to address the working capital deficit, management reduced expenditures to the extent possible. The majority of the Corporation’s financial liabilities are short term in nature and given the working capital deficiency at the reporting period date, the Corporation’s ability to meet its obligations when they become due is uncertain. In order to further address current liquidity issues, the Corporation has, on March 25, 2026, initiated an equity offering (note 15) and intends to pursue additional equity offerings in the second half of 2026. Management believes the efforts and actions taken will address the Corporation’s liquidity challenges and allow the entity to meet its short-term financial obligations. 12. Capital management The Corporation’s objectives when managing capital are: • To safeguard the Corporation’s ability to continue as a going concern. • To maintain appropriate cash reserves on hand to meet ongoing operating costs. • To invest cash on hand in highly liquid and highly rated financial instruments. February 28 February 28 As at, 2026 2025 Curret assets 414,236 $ 875,724 $ Current liabilities 2,288,070 1,917,246 Working capital deficit (1,873,834) $ (1,041,521) VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 18 12. Capital management (cont'd) In the management of capital, the Corporation includes shareholders’ equity and cash and cash equivalents in the definition of capital. The Corporation manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. 13. Commitments and contingencies Flow-through shares The Corporation was not able to complete the required exploration expenditures by December 31, 2022 pursuant to the flow through share issues of December 31, 2020 ($488,500 share issue proceeds and $432,167 actual expenditures) and May 5, 2021 ($291,468 share issue proceeds on which no expenditures were made). Covid 19 followed by a BC Mines Road closure due to road subsidence were the contributing factors in the spending shortfall. The Flow Through share agreements include an indemnification clause to shareholders who purchased this share issue equal to the amount of taxes due resulting from reassessment by the tax department. In this regard, the Corporation accrued a liability to the shareholders in November 2022 based on the assumption of the highest marginal tax rate in Alberta (48%) applied to the total spending shortfall of $347,152 resulting in a liability of $166,633. Only one claim for payment has been received and was paid in February 2024 leaving the liability substantially outstanding as at February 28, 2026
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. 14. CEBA loan The Corporation received the Canada Emergency Business Account ("CEBA") loan from the Government of Canada in the amount of $40,000, which bears interest at 0% per annum until January 18, 2024. Interest has accrued at 5% per annum commencing on January 19, 2024. The loan matures on December 31, 2026. The Corporation has decided not to repay the CEBA loan at this time due to its low cash reserves. This decision resulted in the forfeiture of the $10,000 loan forgiveness available if repaid prior to January 18, 2024. 15. Subsequent events Effective March 1, 2026 the Corporation moved its head office to #7 – 1700 Varsity Estates Drive NW, Calgary, Alberta, T3B 2W9. The address of the Corporation’s registered and records office remains at 800, 333 - 7 Avenue S.W., Calgary, Alberta, T2P 2Z1. On March 1, 2026, 4,668,750 warrants expired. On March 4, 2026, the Corporation announced that it had granted 378,651 DSUs, pursuant to its fixed 10% equity incentive compensation plan, to directors, and a former director in relation to services up to the end of his tenure as a director. Each DSU represents a right of the holder to receive one Common Share effective as of the date that the holder ceases service as a director of the Corporation. On March 4, 2026, the Corporation announced that it had granted 4,300,000 stock options to directors and officers of the Corporation, of which 1,075,000 stock options vest immediately on the grant date, with the remainder being subject to time-based vesting terms. Each option is exercisable into Common Shares upon vesting at an exercise price of $0.1125 per share for a period of 10 years. On March 4, 2026, the Corporation announced that it had granted 500,000 stock options to a contractor vesting on January 11, 2027. Each option is exercisable into Common Shares upon vesting at an exercise price of $0.18 per share for a period of 10 years. VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 19 15. Subsequent events (cont'd) On March 24, 2026 the Corporation received $140,000 being the second tranche of funds from Alberta Innovates (bringing total funds received to $490,000) pursuant to the $600,000 approved grant. The work related to the research grant will be carried out and funds expended over the next several months. Life Non – Brokered Offering On March 25, 2026, the Corporation announced a non-brokered Life Offering (the "Offering") for aggregate gross proceeds of a minimum of $4,000,000 (the "Minimum Offering Proceeds") and a maximum of $7,500,000 (the "Maximum Offering Proceeds") from the combined sale of the following: • Up to 57,692,307 (this number assumes no Flow Through (FT) Shares are issued under the Offering) units of the Corporation (each, a "Unit") at a price of $0.13 per Unit; and • Up to 14,705,882 (this number assumes that the maximum number of FT Shares are issued under the Offering) Common Shares issued on a flow-through basis under the Income Tax Act (Canada) (the "Income Tax Act") (each, a "FT Share") at a price of $0.17 per share. The Offering is subject to a maximum of $1,000,000 of the aggregate gross proceeds being raised through the issuance of FT Shares at the Minimum Offering Proceeds level, and a maximum of $2,500,000 of the aggregate gross proceeds being raised through the issuance of FT Shares at the Maximum Offering Proceeds level. Each
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Unit shall consist of one Common Share and one Common Share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder to purchase one Common Share at a price of $0.20 for a period of 36 months following the closing date of the Offering (the "Closing Date"). The Warrants will not be exercisable until 70 days after the Closing Date. The Warrants shall contain an acceleration clause whereby if, at any time following the date that is 6 months following the Closing Date, the closing price of the Common Shares on the TSXV (or such other stock exchange on which the Corporation’s Common Shares are listed or quoted) is equal to or exceeds $0.40 for a period of 10 consecutive trading days, the Corporation may accelerate the expiry of the Warrants such that the Warrants will expire 60 days from the date that the Corporation provides notice of acceleration. The Offering is expected to close on or about April 23, 2026, or such other date as the Corporation may determine, and in any event, on or before a date not later than 45 days after the date of the news release announcing the Offering. After an initial closing for not less than the Minimum Offering Proceeds, the Offering may close in multiple tranches. The Offering is subject to certain conditions, including but not limited to, the receipt of all necessary approvals including the approval of the TSXV. First tranche of Bayer iodine Project funding On March 31, 2026, the Corporation received US$350,000 ($487,465 CAD) being the first tranche of the milestone-based funding under the collaboration and funding agreement with Bayer AG as announced by press release dated February 23, 2026. Shares for Debt Settlement On April 17, 2026 the Corporation announced that, further to the Corporation's news release dated March 4, 2026, the Corporation has completed its previously announced shares for debt settlement. Pursuant to the Debt Settlement, the Corporation has issued 888,888 units of the Corporation ("SD Units") at a deemed price of $0.1125 per SD Unit in full and final settlement of outstanding indebtedness in the amount of $100,000. Each SD Unit consists of one Common Share and one Common Share purchase warrant (a "SD Warrant"). Each SD Warrant is exercisable at $0.15 per Common Share for a period of five (5) years from the date of issuance. VOYAGEUR PHARMACEUTICALS LTD. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 AND 2025 (Expressed in Canadian Dollars) 20 15. Subsequent events (cont'd) Stock Option Repricing On April 17, 2026, the Corporation announced an increase in the exercise price for 4,300,000 stock options ("Options") granted to certain directors and officers of the Corporation, as previously announced in the Corporation's news release dated March 4, 2026. The Options were granted on March 4, 2026 under the terms of the Corporation's stock option plan with an exercise price of $0.1125 per Common Share. The exercise price has been increased to $0.15 per Common Share (the "Repricing"). There were no amendments to the other terms of the Options. The Repricing is subject to the approval of the TSXV.
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