SEDAR Interim Financial Statements

PreveCeutical Medical Inc. Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 2 NOTICE TO READER Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accomplished by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of PreveCeutical Medical Inc. (the “Company”) have been prepared by management and approved by the Audit Committee and Board of Directors (the “Board”) of the Company. They include appropriate accounting principles, judgments and estimates in accordance with International Financial Reporting Standards (“IFRS”) for unaudited condensed interim consolidated financial statements. The Company’s independent auditors have not performed a review of these unaudited condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim consolidated financial statements by an entity’s auditors. PreveCeutical Medical Inc. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at September 30, 2025 and December 31, 2024 Expressed in Canadian Dollars 3 September 30, December 31, Note 2025 2024 ASSETS Current assets Cash $ 103,677 $ 59,139 Accounts receivable 18,806 27,186 Prepaid and deposits 172,152 30,746 294,635 117,071 Equipment 4 3,542 2,146 Intangible assets 5 157,864 106,445 TOTAL ASSETS $ 456,041 $ 225,662 LIABILITIES Current liabilities Accounts payable and accrued liabilities 12 $ 3,252,835 $ 2,401,990 Callable debt 6,12 643,274 733,836 Convertible debt - short term 7,12 3,888,090 3,663,892 Loan 8 - - 7,784,199 6,799,718 Loan - long term 8 65,096 62,852 TOTAL LIABILITIES 7,849,295 6,862,570 SHAREHOLDERS' DEFICIENCY Share capital 9 20,843,351 19,594,077 Share-based compensation reserve 10 1,923,401 1,317,297 Reserves 11 1,971,682 1,830,829 Accumulated other comprehensive income 156,763 181,375 Deficit (32,340,689) (29,560,486) Equity attributable to owners of parent (7,445,492) (6,636,908) Equity attributable to non-controlling interest 17 52,238 - TOTAL SHAREHOLDERS’ DEFICIENCY (7,393,254) (6,636,908) TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY $ 456,041 $ 225,662 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Approved on behalf of the Board of Directors “Stephen Van Deventer ”_signed_______ Director “Kathleen Rokita” signed Director PreveCeutical Medical Inc. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 4 Three months ended Nine months ended September 30, September 30, Note 2025 2024 2025 2024 EXPENSES Amortization 4,5 $ 3,607 $ 2,540 $ 10,789 $ 7,561 Business development and investor relations (54,712) 24,104 493,951 78,877 Office and general 32,766 69,253 46,789 74,988 Professional fees 12 263,543 81,069 555,371 285,950 Rent, utilities, repair and maintenance 1,221 1,337 3,536 3,538 Research and development 12 67,338 20,393 141,653 61,232 Salaries and wages 12 346,930 31,603 587,095 99,260 Share-based compensation 10 44,685 - 707,277 --- - Transfer agent and filing fees 66,383 11,188 98,780 47,732 Total expenses 771,761 241,487 2,645,241 659,138 LOSS FROM OPERATIONS (771,761) (241,487) (2,645,241) (659,138) Foreign exchange gain (loss) (5,948) (11,873) 10,437 (28,715) Interest expense 6,7,8,13 (80,407) (82,386) (241,739) (245,255) NET LOSS (858,116) (335,746) (2,876,543) (993,108) Foreign currency translation adjustment (45,762) (2,599) (27,634) (5,827) NET LOSS AND COMPREHENSIVE LOSS $ (903,878) $ (338,345) $ (2,904,177) $ (938,935) NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD ATTRIBUTABLE TO: Owners of the Company (863,526) (338,345) (2,825,265) (938,935) Non-controlling interests (40,352) - (78,912) - $ (903,878) $ (338,345) (2,904,177) (938,935) Basic and diluted loss per common share (0.001) (0.001) $ (0.005) $ (0.002) Weighted average number of outstanding shares 572,134,983 536,938,915 560,286,809 536,112,150 The accompanying notes are an integral part of these condensed interim consolidated financial statements PreveCeutical Medical Inc. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY For the nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 5 Share capital Number of shares Amount Share-based compensation reserve Reserves Accumulated other comprehensive income Deficit Total shareholders' equity Non- controlling interests Total equity $ $ $ $ $ $ $ $ Balance, December 31, 2023 535,303,359 19,308,453 1,313,011 1,827,880 181,601 (28,409,115) (5,778,170) - (5,778,170) Placement of units 4,600,000 115,000 - - - - 115,000 - 115,000 Share issue costs - (23,252) - 2,949 - - (20,303) - (20,303) Fair value of exercised options 1,800,000 180,000 (90,000) - - - 90,000 - 90,000 Stock options granted for services - - 250,000 - - - 250,000 - 250,000 Fair value of expired options - - (23,306) - - 23,306 - - - Net loss and comprehensive loss for the period - - - - (5,827) (933,108) (938,935) - (938,935) Balance, September 30, 2024 541,703,359 19,580,201 1,449,705 1,830,829 175,774 (29,318,917) (6,282,408) - (6,282,408) Balance, December 31, 2024 543,703,359 19,594,077 1,317,297 1,830,829 181,375 (29,560,486) (6,636,908) - (6,636,908) Fair value of exercised options 2,000,000 78,715 (28,715) - - - 50,000 - 50,000 Share-based compensation - - 655,269 - - - 655,269 52,224 707,493 Private placement financing 41,108,600 1,314,070 - 80,813 - - 1,394,883 - 1,394,883 Share issuance costs - (143,511) - 60,040 - - (83,471) - (83,471) Shares issued for debt settlement - - - - - - - 78,926 78,926 Fair value of expired options (20,450) 20,450 - - - Net loss and comprehensive loss for the period - - - - (24,612) (2,800,653) (2,825,265) (78,912) (2,904,177) Balance, September 30, 2025 586,811,959 20,843,351 1,923,401 1,971,682 156,763 (32,340,689) (7,445,492) 52,238 (7,393,254) The accompanying notes are an integral part of these condensed interim consolidated financial statements. PreveCeutical Medical Inc. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 6 Nine months ended September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ (2,876,543) $ (933,108) Adjustments for net loss: Amortization 10,789 7,561 Share-based compensation 707,277 - Accrued interest 233,880 245,255 (1,924,597) (680,292) Change in cash on working capital items: Accounts receivable 9,928 (20,429) Prepaid and deposits --- (138,883) (5,824) Accounts payable and accrued liabilities 868,059 345,760 Net cash used in operating activities (1,185,493) (360,785) CASH FLOWS FROM INVESTING ACTIVITY Purchase of property and equipment (2,960) (1,077) Acquisition of intangible assets (2,546) - Net cash provided (used) by investing activities (5,506) (1,077) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds received on the placement of units, net of issuance costs 1,230,599 105,800 Fair value allocated to warrants issued in private placement units 80,813 Repayment of short-term debt and loans - (73,000) Proceeds from short-term debt and loans (98,000) 239,210 Proceeds from the exercise of securities 50,000 90,000 Intercompany - - Net cash (used) provided by financing activities 1,263,412 362,010 Effect of change in foreign currency (27,875) (1,344) Change in cash, during the period 44,538 (1,196) Cash, beginning of period 59,139 1,432 Cash, end of period $ 103,677 $ 236 Supplemental Cash Flow Information (Note 13) The accompanying notes are an integral part of these condensed interim consolidated financial statements. PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 7 1. NATURE OF OPERATIONS AND GOING CONCERN PreveCeutical Medical Inc. (the “Company”) was incorporated on December 15, 2014, under the laws of British Columbia. The Company’s principal business activity is the development of innovative options for preventive and curative therapies utilizing organic and nature identical products. The Company is located at 5428 Marine Drive, West Vancouver, British Columbia, V7W 2R2, Canada and its registered office is at 595 Howe Street, 10th Floor, Vancouver, British Columbia, V6C 2T5, Canada. The Company incorporated a subsidiary, PreveCeutical (Australia) Pty Ltd. (“PreveCeutical (Australia)”) in Australia on March 12, 2018. The Company’s research programs are managed by PreveCeutical (Australia). On October 24, 2024, the Company incorporated BioGene Therapeutics Inc., a wholly-owned subsidiary in Texas, USA, and on October 30, 2024, BioGene Australia Pty Ltd in Australia. The incorporation of these subsidiaries supports Preveceutical’s strategy to advance its research and development efforts, particularly in collaboration with UniQuest Pty Ltd. Research activities will be concentrated in Australia, leveraging its proximity to the University of Queensland, where ongoing work involves the development of bioreducible amino acid derivatives and peptide dendrimers. These advancements form the foundation for bio-responsive gene carrier-and-release systems for siRNA delivery, aimed at treating and preventing diabetes and obesity. During the nine months ended September 30, 2025, BioGene Therapeutics Inc. issued common shares to officers, consultants, and employees, resulting in PreveCeutical’s ownership decreasing below 100%. The Company, however, retains control over BioGene Therapeutics Inc. and BioGene Australia Pty Ltd, and therefore continues to consolidate these entities. The portion of equity not attributable to the Company is presented as a non-controlling interest (“NCI”) These condensed interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue in operations for the foreseeable future and be able to realize assets and satisfy liabilities in the normal co --- urse of business. If the going concern assumption were not appropriate for these condensed interim consolidated financial statements, then adjustments would be necessary for the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used. Such adjustments could be material. Several conditions exist that may cast significant doubt about the ability of the Company to continue as a going concern. The Company does not have significant revenue to date and has incurred operating losses since inception. As at September 30, 2025, the Company had a deficit that is being funded by debt and issuance of equity. Management anticipates that the Company will meet its obligations and maintain its operations to support its payments to creditors and realize profits from future business activities. The Company is dependent on its ability to raise further capital through equity financing and funding from certain officers and shareholders to meet its commitments and fund its ongoing operations. As at September 30, 2025 and December 31, 2024, the Company reported the following: Nine months ended Year ended September 30, 2025 December 31, 2024 Net loss for the period $ 2,876,543 $ 1,174,677 Working capital deficiency $ 7,489,564 $ 6,682,647 Deficit $ 32,340,689 $ 29,560,486 2. BASIS OF PREPARATION Statement of Compliance These condensed interim consolidated financial statements are unaudited and have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting using accounting policies consistent with IFRS, as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements do not include all the information required for full annual financial statements. These condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024. These condensed interim consolidated financial statements were approved by the Board of Directors and authorized for issue on December 1, 2025. PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 8 2. BASIS OF PREPARATION (Continued) Basis of Measurement These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments, which are stated at their fair values. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The condensed interim consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency. The functional currency of PreveCeutical (Australia) is Australian dollars. Principles of Consolidation These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries, PreveCeutical (Australia), BioGene Therapeutics Inc. (U.S.), and BioGene Pty Ltd (Australia). Subsidiaries are consolidated from the date of acquisition being the date that the Company obtains control and are deconsolidated from the date control ceases. Control exists when the Company is exposed, or has rights, to variable returns from its involvement with an investee and has the ability --- to affect those returns through its power over the investee. A subsidiary is an entity in which the Company has control, where control requires exposure or rights to variable returns and the ability to affect those returns through power over the investees. The Company continues to control BioGene Therapeutics Inc. and BioGene Australia Pty Ltd and therefore consolidates these entities. All intercompany transactions and balances have been eliminated on consolidation. 3. MATERIAL ACCOUNTING POLICIES In preparing these condensed interim consolidated financial statements, the significant accounting policies and the significant judgments made by management in applying the Company’s significant accounting policies and key sources of estimation uncertainty were the same as those that applied to the Company’s audited consolidated financial statements for the year ended December 31, 2024. 4. EQUIPMENT COST Computer Equipment Balance, December 31, 2023 $ 18,769 Additions 1,799 Balance, December 31, 2024 20,568 Additions 2,960 Balance, September 30, 2025 $ 23,528 ACCUMULATED AMORTIZATION Balance, December 31, 2023 $ 17,808 Additions 614 Balance, December 31, 2024 18,422 Additions 1,564 Balance, September 30, 2025 $ 19,986 Net book value, December 31, 2024 $ 2,146 Net book value, September 30, 2025 $ 3,542 PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 9 5. INTANGIBLE ASSETS COST Trademarks License Total Balance, December 31, 2023 $ 41,290 106,713 148,003 Translation - (1,020) (1,020) Balance, December 31, 2024 $ 41,290 $ 105,693 $ 146,983 Additions - 57,182 57,182 Translation - 4,010 4,010 Balance, September 30, 2025 $ 41,290 $ 166,885 $ 208,175 ACCUMULATED AMORTIZATION Balance, December 31, 2023 $ 20,555 10,672 31,227 Additions 4,129 5,355 9,484 Translation - (173) (173) Balance, December 31, 2024 24,684 $ 15,854 $ 40,538 Additions 3,097 6,129 9,226 Translation - 547 547 Balance, September 30, 2025 $ 27,781 $ 22,530 $ 50,311 Net book value, December 31, 2024 $ 16,606 $ 89,839 $ 106,445 Net book value, September 30, 2025 $ 13,509 $ 144,355 $ 157,864 Trademark costs include costs for registering and filing the Company’s trademarks, which included filing in the United States, Australia, and Europe. During the year ended December 31, 2021, the Company entered into a license agreement for the exclusive rights to the delivery of cannabinoids using sol-gel technology. In accordance with the agreement, the Company must pay a license fee totaling US$80,000 in two separate installments. $51,592 (US$40,000) was paid during the year ended December 31, 2021. The second installment of $56,471 (US$40,000), due in the year ended December 31, 2022, was paid during the six months ended June 30, 2025. Per the terms of the agreement, the Company will pay an annual royalty equal to the greater of US$40,000 or 5% of net sales derived from the license, commencing January 1, 2024. The Company issued payment subsequent to period end. 6. CALLABLE DEBT On May 29, 2019, the Company entered into a short-term loan agreement with its Chief Executive Officer for $300,000 with a maturity date of November 29, 2019. The loan is unsecured, at an interest rate of 5% per annum, compounded semi-annually and payable on the maturity date. On February 21, 2020, the maturity date was amended from November 29, 2019, to May 29, 2020. On March --- 5, 2021, the term of the debt was amended to due on demand. As at September 30, 2025, the Company has drawn $300,000 (December 31, 2024 - $300,000) on this loan and has accrued $99,717 (December 31, 2024 - $88,498) of interest. During the nine months ended September 30, 2025, the Company’s Chief Executive Officer lent the Company $70,912 in advances, which are unsecured, payable on demand, and bear no interest and the Company repaid $172,693. Total outstanding on September 30, 2025 was $243,557 (December 31, 2024 - $345,338). Reconciliation of the callable debt is as follows: Balance, December 31, 2023 $ 470,853 Cash item Advance 322,443 Repayments (74,500) Non-cash items Interest expense 15,040 Balance, December 31, 2024 $ 733,836 Cash item Advance 70,912 Repayments (172,693) Non-cash item Interest expense 11,219 Balance, September 30, 2025 $ 643,274 PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 10 7. CONVERTIBLE DEBT On July 18, 2022, the Company entered into a convertible credit facility agreement (the “July 18, 2022 Credit Facility”) with the Company’s Chief Executive Officer and the Company’s past President (collectively, the “Lenders”) in the principal amount of $3,000,000 with a simple annual interest rate of 10%. The outstanding loan and interest are payable on demand by giving at least fifteen business days written notice to the Company. Per the July 18, 2022 Credit Facility, any outstanding principal and accrued interest can be converted into fully paid and non-assessable common shares in the capital of the Company at a conversion price of $0.025 per share. As per the July 18, 2022 Credit Facility, the Lenders consolidated outstanding principal and accrued interest for certain convertible debts (described under each debt) and transferred the aggregate amount of $2,448,786 to this facility. The Lenders transferred short-term advances at July 18, 2022, in the amount of $107,307 and outstanding accounts payables at that date in the amount of $346,056 to this facility. On November 11, 2022, the Company entered into an assignment agreement whereby a certain arm’s length assignee (the “Assignee”) acquired all of the Lenders’ rights, title, interests and obligations in and under a convertible credit facility agreement dated effective July 18, 2022, as to the aggregate principal amount of $240,000 and the accrued interest thereon in the aggregate amount of $60,000 (the “Assigned Amount”). The Assignee has elected to convert the Assigned Amounts into an aggregate of 12,000,000 shares at a price of $0.025 per share. During the three and nine months ended September 30, 2025, $Nil (December 31, 2024 - $Nil) was drawn from this credit facility. As at September 30, 2025, the principal outstanding was $2,997,526 (December 31, 2024 - $2,997,526) and accrued interest was $890,566 (December 31, 2024 - $666.366). Reconciliation of the short-term convertible debt is as follows: Balance, December 31, 2023 $ 3,363,319 Non-cash items Interest expense accrued 300,573 Balance, December 31, 2024 $ 3,663,892 Non-cash items Interest expense accrued 224,198 Balance, September 30, 2025 $ 3,888,090 8. LOAN On April 14, 2020, the Company received a loan of $40,000 under the Canada Emergency Business Account (“CEBA”) program. On December 15, 2020, the Company received an additional $20,000 under the program. --- This is an interest-free loan up to December 31, 2022, $20,000 of which is eligible for complete forgiveness if $40,000 is fully repaid on or before December 31, 2022. If the loan cannot be repaid by December 31, 2022, it will be converted into a three-year term loan charging an interest rate of 5%. On January 12, 2022, the repayment deadline was extended to December 31, 2023, and the repayment deadline to qualify for partial forgiveness of up to $20,000 was extended to December 31, 2023. As of September 14, 2023, the deadline for qualifying CEBA loan holders to achieve partial loan forgiveness was further extended to January 18, 2024. For those submitting a refinancing loan application by this date and needing a grace period for finalizing the loan payout, partial loan forgiveness remains possible if the outstanding principal and applicable interest are fully paid by March 28, 2024. On January 18, 2024, the Company had not fully repaid the CEBA loan, and as a result, it no longer qualifies for the forgiveness incentive offered by the government. Therefore, the outstanding amount of the loan will be subject to the terms outlined, with the loan converting to a three-year term loan at a five percent per annum interest rate starting on January 19, 2024, and the repayment deadline extended to December 31, 2026. No principal payments are required until the maturity date. As of September 30, 2025 no repayments had been made. The Company accrued interest of $756 and $2,244 during the three and nine months ended September 30, 2025. As at September 30, 2025, total interest accrued on the CEBA loan was $5,096 (December 31, 2024 - $2,852). PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 11 9. SHARE CAPITAL Authorized The Company is authorized to issue an unlimited number of common Class “A” voting shares without par value. As at September 30, 2025, there were 586,811,959 common shares of the Company issued and outstanding. Issuance For the year ended December 31, 2024 Private Placement – May 29, 2024 On May 29, 2024, the Company completed the first tranche of a non-brokered private placement, raising $115,000 by issuing 4,600,000 units at $0.025 per unit. Each unit includes one common share and one-half of a common share purchase warrant. Each whole warrant allows the holder to purchase one common share at $0.05 until May 29, 2026. The Company incurred cash share issuance costs of $20,303. Additionally, 368,000 finders' warrants were issued, with a fair value of $2,949 calculated using the Black-Scholes option pricing model. Each warrant can be exercised for the purchase of one common share at $0.05 per share until May 29, 2026. Option Exercise On September 10, 2024, a consultant of the Company exercised 1,800,000 share purchase options previously granted. The exercise was completed at a price of $0.05 per share, resulting in the issuance of 1,800,000 common shares and total proceeds of $90,000 to the Company. The issued shares are subject to a statutory hold period of four months and one day from the exercise date, as per regulatory requirements. Share based compensation reserve of $11,503 was transferred to share capital in connection with this exercise. On December 30, 2024, a director of the Company exercised 1,000,000 share purchase options previously granted. The exercise was completed at a pri --- ce of $0.025 per share, resulting in the issuance of 1,000,000 common shares and total proceeds of $25,000 to the Company. The issued shares are subject to a statutory hold period of four months and one day from the exercise date, as per regulatory requirements. Share based compensation reserve of $18,265 was transferred to share capital in connection with this exercise. On December 30, 2024, a director of the Company exercised 1,000,000 share purchase options previously granted. The exercise was completed at a price of $0.03 per share, resulting in the issuance of 1,000,000 common shares and total proceeds of $30,000 to the Company. The issued shares are subject to a statutory hold period of four months and one day from the exercise date, as per regulatory requirements. Share based compensation reserve of $19,108 was transferred to share capital in connection with this exercise. For the nine months ended September 30, 2025 Option Exercise On March 25, 2025 the Company issued 2,000,000 common shares to a director of the Company upon the exercise of 2,000,000 stock options with an exercise price of $0.025 for total gross proceeds of $50,000. Share based compensation reserve of $28,715 was transferred to share capital in connection with this exercise. Private Placement – April 28, 2025 On April 28, 2025 the Company closed the first tranche of a private placement issued 19,666,700 units at $0.30 per unit for gross proceeds of $590,001. Each unit is composed of one common share and one half of a common share purchase warrant. Each warrant is exercisable at $0.05 per share for a period of 24 months from closing. Under the residual value method, a value of $nil was allocated to these warrants. The Company incurred cash share issuance costs of $47,200 and issued 1,573,336 finders’ warrants with a fair value of $33,850 , recognized in equity. PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 12 9. SHARE CAPITAL (Continued) Private Placement – May 21, 2025 On May 21, 2025 the Company closed the first tranche of a private placement issued 5,279,400 units at $0.30 per unit for gross proceeds of $158,382. Each unit is composed of one common share and one half of a common share purchase warrant. Each warrant is exercisable into one common share of the Company at an exercise price of $0.05 per share for a period of 24 months from the closing. Under the residual value method, a value of $nil was allocated to these warrants. Share issuance costs incurred in cash totalled $12,671. Additionally, the Company issued 422,352 finders’ warrants with a fair value of $11,041 recognized in equity. Private Placement – September 5, 2025 On September 5, 2025 the Company closed the first tranche of a private placement issued 16,162,500 units at $0.04 per unit for gross proceeds of $646,500. Each unit is composed of one common share and one half of a common share purchase warrant. Each warrant is exercisable into one common share of the Company at an exercise price of $0.06 per share for a period of 24 months upon closing. A value of $80,813 was allocated to the warrants using the residual value method. Share issuance costs incurred in cash totalled $23,600. Additionally, the Company issued 590,000 finders’ warrants with a fair value of $15,148 recognized in equity. (See Note 11 for additional warrant terms and valuation --- assumptions.) 10. STOCK OPTIONS Omnibus Equity Incentive Plan On March 5, 2025, BioGene, adopted the 2025 Omnibus Equity Incentive Plan to provide long-term equity-based compensation to eligible employees, officers, directors, and consultants. The Plan was approved by the Company’s Board of Directors and allows for the issuance of a broad range of equity awards, including stock options, stock appreciation rights, restricted shares, restricted share units, performance-based awards, and other share-based compensation. The total number of common shares of BioGene available for issuance under the Plan is limited to 15% of BioGene’s issued and outstanding shares at the time of any grant. All awards must be granted with an exercise price that is not less than the fair market value of BioGene’s common shares on the date of grant. Awards under the Plan may have a maximum term of ten years and are subject to such vesting conditions and other terms as determined by BioGene’s Compensation Committee. During the period ended September 30, 2025: • On April 1, 2025, the Company issued 1,000,000 stock options to employees, directors and consultants under the Omnibus Equity Incentive Plan with the following vesting term: 25% immediately, 25% on each of January 1, 2026, 2027 and 2028. • On August 18, 2025, the Company issued 50,000 stock options to a director under the Omnibus Equity Incentive Plan with the following vesting term: 25% immediately, 25% on each of August 18, 2026, 2027 and 2028. • On August 19, 2025, the Company issued 50,000 stock options to a director under the Omnibus Equity Incentive Plan with the following vesting term: 25% immediately, 25% on each of August 19, 2026, 2027 and 2028. For the nine months ended September 30, 2025, the Company recorded $13,971 in relation to the share-based compensation expense recognized for these options. Stock Option Plan Stock options to purchase common shares have been granted to directors, employees, contractors, and consultants at exercise prices determined by reference to the market value on the date of the grant. The number of shares available for options to be granted under the Company’s rolling stock option plan is 10% of the number of shares outstanding (the “Plan”). Options granted under the Plan vest immediately or over a period of time at the discretion of the Board of Directors. PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 13 10. STOCK OPTIONS (Continued) Under the Plan, the number of shares reserved for issuance to any one optionee will not exceed 5% of the then issued and outstanding shares. The options are non-assignable and non-transferable and will be exercisable up to 10 years from the date of grant. The minimum exercise price of an option granted under the Plan must not be less than the discounted market price, as such term is defined in the policies of the Canadian Securities Exchange (“CSE”) and other applicable regulatory authorities. The changes in stock options outstanding are as follows: Number of Stock Options Vested Weighted Average Exercise Price Balance at December 31, 2024 20,600,000 $ 0.033 Granted 21,000,000 $ 0.041 Exercised (2,000,000) $ 0.025 Forfeited (5,600,000) $ 0.041 Balance at September 30, 2025 34,000,000 $ 0.035 As at September 30, 2025, the Company had the following stock options outstanding and exercisable: --- Number Outstanding Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Life in Years Date of Expiry November 25, 2025 2,000,000 $ 0.030 2,000,000 0.15 February 17, 2027 2,000,000 $ 0.030 2,000,000 1.38 March 16, 2027 1,000,000 $ 0.030 1,000,000 1.46 July 18, 2027 8,000,000 $ 0.025 8,000,000 1.80 December 11, 2027 2,000,000 $ 0.030 2,000,000 2.20 January 31, 2029 2,000,000 $ 0.030 2,000,000 3.34 March 25, 2029 2,000,000 $ 0.030 2,000,000 3.48 May 27, 2029 5,000,000 $ 0.045 5,000,000 3.66 June 2, 2029 5,000,000 $ 0.045 5,000,000 3.67 June 27, 2029 5,000,000 $ 0.045 5,000,000 3.74 Total 34,000,000 $0.035 34,000,000 2.72 As at December 31, 2024, the Company had the following stock options outstanding and exercisable: Number Outstanding Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Life in Years Date of Expiry September 3, 2025 3,200,000 $0.050 3,200,000 0.67 October 19, 2025 2,000,000 $0.025 2,000,000 0.80 February 17, 2027 2,000,000 $0.030 2,000,000 2.13 March 16, 2027 1,000,000 $0.030 1,000,000 2.20 July 18, 2027 8,000,000 $0.025 8,000,000 2.54 September 11, 2027 150,000 $0.030 150,000 2.69 December 11, 2027 2,250,000 $0.030 2,250,000 2.94 December 15, 2028 2,000,000 $0.030 2,000,000 3.95 Total 20,600,000 $0.031 20,600,000 2.21 PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 14 10. STOCK OPTIONS (Continued) When the Company issues stock options, it records a share-based compensation in the year or period in which the options are granted and/or vested. The expense is estimated using the following assumptions: • The risk-free interest rate is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the expected life of the stock options. • The Company used historical data to estimate option exercise, forfeiture and employee termination within the valuation model. • The Company has not paid and does not anticipate paying dividends on its common shares. Companies are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period. • Based on the best estimate, management applied the estimated forfeiture rate of 0% in determining the share-based compensation recorded in the accompanying condensed interim consolidated financial statements of operations and comprehensive loss. On January 25, 2025 the Company granted certain officers 4,000,000 options, vesting immediately and exercisable into common shares of the Company at a price of $0.03 per share for a period of four years from date of issue. The stock options were estimated to have a fair value of $89,149 using the Black-Scholes Pricing model. On January 31, 2025 the Company granted a consultant 2,000,000 options, vesting immediately and exercisable into common shares of the Company at a price of $0.03 per share for a period of four years from date of issue. The stock options were estimated to have a fair value of $44,422 using the Black-Scholes Pricing model. On May 27, 2025 the Company granted a consultant 5,000,000 options vesting immediately and exercisable into common shares of the Company at a price of $0.045 per share for a period of four years from date of issue. The stock options were estimated to have a fair value of $205,917 using the Black-Scholes Pricing model. On June 2, 2025 the Company granted a --- consultant 5,000,000 options vesting immediately and exercisable into common shares of the Company at a price of $0.045 per share for a period of four years from date of issue. The stock options were estimated to have a fair value of $182,101 using the Black-Scholes Pricing model. On June 27, 2025 the Company granted a consultant 5,000,000 options vesting immediately and exercisable into common shares of the Company at a price of $0.045 per share for a period of four years from date of issue. The stock options were estimated to have a fair value of $133,680 using the Black-Scholes Pricing model. The Company used the Black-Scholes option pricing model to determine the fair value of 21,000,000 options granted and vested during the nine months ended September 30, 2025, with a weighted average fair value of $0.031. The following weighted average assumptions were used: Nine months ended September 30, 2025 2024 Risk-free interest rate 2.78% 3.18% Expected dividend yield 0.00% 0.00% Expected stock price volatility 166.97% 178.97% Expected option life in years 4.00 2.00 Forfeiture rate 0.00% 0.00% Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these input assumptions can materially affect the fair value estimate. For the nine months ended September 30, 2025, the Company recorded $655,269 (nine months ended September 30, 2024 - $Nil) in relation to the vesting of the stock options. PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 15 11. WARRANTS For the year ended December 31, 2024 On May 29, 2024, the Company issued 2,300,000 warrants as part of a non-brokered private placement. Each unit sold in the placement included one common share and one-half of a common share purchase warrant. Each whole warrant allows the holder to purchase one common share at $0.05 for 24 months from the issuance date. If the common shares trade at or above $0.08 for ten consecutive trading days, the expiry date of the warrants can be accelerated with at least 30 days' notice. The Company applied the residual method to allocate the unit purchase price between the shares and warrants comprising the units, resulting in a $Nil value assigned to these warrants. Additionally, 368,000 finders' warrants were issued, each allowing the purchase of one common share at $0.05 for 24 months from the issuance date. The fair value of these warrants issued on May 29, 2024, in the amount of $2,949 was determined as follows using the Black-Scholes option pricing model. For the nine months ended September 30, 2025 During the nine months ended September 30, 2025, the Company issued 2,585,688 finders’ warrant in connection with the closing of private placements. On April 28, 2025, the Company issued 9,833,350 warrants with $nil value allocated, each exercisable into one common share at $0.05 for 24 months from issuance. The Company also issued 1,573,336 finders’ warrants, each exercisable into one common share at $0.05 for 24 months from issuance. The fair value of the finders’ warrants, $33,850 was estimated using the Black-Scholes option pricing model. On May 22, 2025, the Company issued 2,639,700 warrants with $nil value allocated, each exercisable into one common share at $0.05 for 24 months from issuance. The Company also issued 422,352 finders' warrants, each --- exercisable into one common share at $0.05 for 24 months from issuance. The fair value of the finders’ warrants, $11,041 was estimated using the Black-Scholes option pricing model. On September 05, 2025, the Company issued 8,081,250 warrants with $80,813 value allocated, each exercisable into one common share at $0.06 for 24 months from issuance. The Company also issued 590,000 finders' warrants, each exercisable into one common share at $0.06 for 24 months from issuance. The fair value of the finders’ warrants, $15,148 was determined using the Black-Scholes option pricing model. The following weighted average assumptions were used in the Black-Scholes model: Nine months ended September 30, 2025 2024 Risk-free interest rate 2.58% 2.94% Expected dividend yield $Nil $Nil Expected stock price volatility 172.72% 161.56% Expected option life in years 2.00 4.00 Forfeiture rate 0.00% 0.00% The changes in warrants outstanding are as follows: Number of warrants outstanding Weighted Average Exercise Price Balance at December 31, 2024 2,668,000 $ 0.05 Granted 23,139,988 0.05 Balance at September 30, 2025 25,807,988 $ 0.05 PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 16 11. WARRANTS (Continued) As at September 30, 2025, the Company had the following warrants outstanding: Number Outstanding Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Life in Years Date of Expiry May 29, 2026 2,668,000 $0.05 2,668,000 0.66 April 28, 2027 11,406,686 $0.05 11,406,686 1.58 May 22, 2027 3,062,052 $0.05 3,062,052 1.64 September 05, 2027 8,671,250 $0.06 8,671,250 1.93 Total 25,807,988 $0.05 25,807,988 1.61 As at December 31, 2024, the Company had the following warrants outstanding: Number Outstanding Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Life in Years Date of Expiry May 29, 2026 2,668,000 $0.05 2,668,000 1.41 Total 2,668,000 $0.05 2,668,000 1.41 12. RELATED PARTIES Key Management Compensation The Company’s key management consist of the following executive officers and directors: Name Position Nature of transaction Stephen Van Deventer CEO, interim CFO and Chairman Management services Makarand Jawadekar President, Director, Chief Scientific Officer Management services Harendra Parekh Chief Research Officer Management services James Henderson Director, PreveCeutical (Australia) Directors fees Linnea Olofsson Former Director Directors fees Kathleen Rokita Director Directors fees C. Evan Ballantyne Director Directors fees The remuneration of key management is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 Salaries and wages $ - $ 30,233 $ - $ 95,093 Management consulting (25,007) 34,506 70,844 76,131 Directors' fees 346,930 1,370 587,095 4,053 $ 321,923 $ 66,109 $ 657,939 $ 175,277 For the three and nine months ended September 30, 2025 and 2024, management consulting fees payable to the Chief Science Officer were recorded as research and development consulting expenses. Director fees are included in salaries and wages on the condensed interim consolidated statements of operations and comprehensive loss. PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine m --- onths ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 17 12. RELATED PARTIES (Continued) Related Party Transactions Other related transactions for the three and nine months ended September 30, 2025 and 2024 included wages, benefits, and interest cost from a related company. Related party transactions for the three and nine months ended September 30, 2025 and 2024 are as follows: Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 Wages, benefits and consulting fees to employees and consultants related to certain officers $ (7,015) $ 21,000 $ 79,942 $ 63,000 Accrued loan interest payable to certain officer and past officer 79,335 79,335 235,418 236,280 Stock options and warrants issued to certain officers and directors (25) - 92,398 - $ 72,295 $ 100,335 $ 407,758 $ 299,280 Related Party Payable As at September 30, 2025, $2,171,468 (December 31, 2024 - $1,491,406) was payable to related parties for wages, services, and reimbursement of expenses. All balances are unsecured, non-interest bearing, have no fixed repayment terms and are due on demand. These amounts are included in accounts payable and accrued liabilities, and do not include the loans from certain officers (Notes 6 and 7). 13. SUPPLEMENTAL CASH FLOW INFORMATION For the nine months ended September 30, 2025 $ 2024 $ Interest expense - debt accrued 233,880 238,375 Stock options granted for service - 250,000 Interest – paid to vendors and bank 7,859 6,880 Intangible assets included in accounts payable 3,896 62,353 Private placement issuance costs included in accounts payable - 11,103 Non-cash share issuance costs 60,040 2,949 Equipment included in accounts payable - 722 14. MANAGEMENT OF CAPITAL The Company manages its shareholders’ deficiency as capital. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to pursue the development of its assets and to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk. The Company manages the capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, or acquire or dispose of assets. In order to maximize ongoing efforts, the Company does not pay out dividends. The Company’s investment policy is to keep its cash treasury invested in demand certificates of deposit with major financial institutions. As at September 30, 2025, the shareholders’ deficiency was $7,445,492 (December 31, 2024 - $6,636,908). The Company did not change its approach to capital management during the nine months ended September 30, 2025. The Company is not subject to externally imposed capital requirements. PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 18 15. FINANCIAL INSTRUMENTS The Company’s financial instruments classified as level 1 in the fair value hierarchy are cash, callable debt, loan and accounts payable and accrued liabilities as their carrying values approximate the fair values. The convertible debt is classified as level 3. The Company’s financial instruments are exposed to certain risks, including credit risk, interest rate risk, liquidity risk, and other market risk. C --- redit Risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk on cash. The Company’s cash is held through large Canadian and Australian financial institutions. The carrying amount of cash represents the maximum exposure to credit risk. Interest Rate Risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s convertible debt (Note 7) currently provide for interest at 5% per annum. There was no interest on the short-term advances made by the Company’s officers and employees. Interest rate on the short-term loan of $300,000 was 5% per annum compounded semi-annually. On January 19, 2024, the CEBA loan was converted into a three-year term loan at a 5% per annum interest rate with maturity date of December 31, 2026. Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements. As at September 30, 2025, the Company had a working capital deficiency of $7,489,564 compared to a working capital deficiency of $6,682,647 at December 31, 2024. This includes cash of $103,677 (December 31, 2024 - $59,139) available to meet short-term business requirements and current liabilities of $7,784,199 (December 31, 2024 - $6,799,718). The current liabilities include the July 18, 2022 Credit Facility with the Lenders being the current CEO and past President. The Company will require additional financing in the future to meet its obligations. The Company’s accounts payable and accrued liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The amounts listed below are the undiscounted contractual maturities for financial liabilities held by the Company as at September 30, 2025: On demand Less than 1 year 1 to 3 years Total Accounts payable and accrued liabilities $ - $ 3,252,835 $ - $ 3,252,835 Callable debt 643,274 - - 643,274 Convertible debt - short term 3,888,090 - - 3,888,090 Loan - - 65,096 65,096 $ 4,531,364 $ 3,252,835 $ 65,096 $ 7,849,295 The amounts listed below are the undiscounted contractual maturities for financial liabilities held by the Company as at December 31, 2024: On demand Less than 1 year 1 to 3 years Total Accounts payable and accrued liabilities $ - $ 2,401,990 $ - $ 2,401,990 Callable debt 733,836 - - 733,836 Convertible debt - short term 3,663,892 - - 3,663,892 Loan - - 62,852 62,852 $ 4,397,728 $ 2,401,990 $ 62,852 $ 6,862,570 PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 19 15. FINANCIAL INSTRUMENTS (Continued) Other Market Risk Other market risks that the Company is exposed to include currency risk. Currency risk is the risk of loss due to the fluctuation of foreign exchange rates and the effects of these fluctuations on foreign currency denominated monetary assets and liabilities. The Company is exposed to currency risk with its monetary assets a --- nd liabilities which are held in a currency other than the functional currency. The Company does not invest in derivatives to mitigate these risks. As at September 30, 2025 and December 31, 2024, the Company’s net exposure to foreign currency risk on its financial instruments is as follows: September 30, 2025 December 31, 2024 US Dollars AUS Dollars US Dollars AUS Dollars Cash $ 254 $ 183 $ 36 $ 178 Accounts receivable - - - - Accounts payable and accrued liabilities (1,267,259) (104,523) (480,443) (217,766) $ (1,267,005) $ (104,340) $ (480,407) $ (217,588) Based on the above, assuming all other variables remain constant, a 10% weakening or strengthening of the Canadian dollar against the US dollar would result in an increase/decrease of approximately $126,700 (December 31, 2024 - $48,041) in net income (loss). Based on the above, assuming all other variables remain constant, a 10% weakening or strengthening of the Canadian dollar against the Australian dollar would result in an increase/decrease of approximately $10,434 (December 31, 2024 - $21,759) in net income (loss). 16. SEGMENTED INFORMATION The Company has one reportable segment being the licensing, branding, and marketing nutraceutical and wellness products. As at September 30, 2025 and December 31, 2024, the Company’s long-term assets were located in Canada and Australia as follows: September 30, 2025 December 31, 2024 Canada Australia Total Canada Australia Total Computer equipment $ 3,542 $ - $ 3,542 $ 2,146 $ - $ 2,146 Intangible assets 13,509 144,355 157,864 16,606 89,839 106,445 Total $ 17,051 $ 144,355 $ 161,406 $ 18,752 $ 89,839 $ 108,591 17. NON-CONTROLLING INTEREST During the three and nine months ended September 30, 2025, BioGene issued 1,600,000 common shares to third parties to settle outstanding debts, and 387,500 common shares to employees in regards of their RSUs settlement, thus reducing the ownership interest of the Company from 100% to 88.95%, with the remaining approximately 11.05% recognized as a non-controlling interest. As the Company retained control over BioGene, the change in ownership interest was accounted for as an equity transaction with owners in accordance with IFRS 10.23. No gain or loss was recognized. As at September 30, 2025, the Company held a 88.95% ownership interest in BioGene USA with $52,238 NCI balance. The net change in non-controlling interest is as follows: Total Balance, December 31, 2024 and 2023 $ - Change in ownership interest 97,908 Net loss and comprehensive loss (78,912) Change in contributed surplus 33,242 Balance, September 30, 2025 $ 52,238 PreveCeutical Medical Inc. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and nine months ended September 30, 2025 and 2024 Unaudited - Expressed in Canadian Dollars 20 18. SUBSEQUENT EVENTS On October 30, 2025, the Company closed the second tranche of its previously announced $1,200,000 non-brokered private placement, issuing 11,375,000 units at a price of $0.04 per unit for total gross proceeds of $455,000. Each unit consisted of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable to acquire one additional common share at $0.06 per share for a period of 24 months from the closing date, subject to an acceleration right if the Company’s common shares trade at or above $0.18 for 10 consecutive trading days. In connection with the closing, the Company paid $29,200 in cash and issued 730,000 finder’s warrant --- s subject to an acceleration right if the Company’s common shares trade at or above $0.18 for 10 consecutive trading days. On September 3, 2025, the Company entered into an arrangement agreement with its subsidiary, BioGene Therapeutics Inc. (“BioGene”), to spin out 12,000,000 common shares of BioGene to shareholders by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). On November 25, 2025, the plan of arrangement became effective. Each existing common share of the Company was renamed a Class A common share and, pursuant to the arrangement, each Class A common share was exchanged for one new common share of the Company and 0.02 common share of BioGene. Shareholders of record at the close of business on November 25, 2025 received one new common share of the Company and 0.02 BioGene share for each common share previously held. On November 24, 2025, Mr. Louis Lapointe and others filed a lawsuit in the Supreme Court of British Columbia against the Company, seeking payment of professional services fees and other relief. The Company is reviewing the claim and intends to vigorously defend itself. As at the date the financial statements were authorized for issue, the outcome of this matter cannot be reliably estimated and no provision has been recorded.