SEDAR Interim Financial Statements

RE: CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2025 AND 2024 The third quarter consolidated interim financial statements for the three and nine months ended July 31, 2025 and 2024 have not been reviewed by the auditors of Captiva Verde Wellness Corp. CAPTIVA VERDE WELLNESS CORP. “Anthony Balic” Anthony Balic Chief Financial Officer Captiva Verde Wellness Corp. Condensed Consolidated Interim Financial Statements For the three and nine months ended July 31, 2025 and 2024 (Unaudited) (amounts expressed in Canadian dollars, except where indicated) Captiva Verde Wellness Corp. Condensed Consolidated Interim Statement of Financial Position (amounts expressed in Canadian dollars, except where indicated) Note July 31, 2025 October 31, 2024 Assets Current Assets Cash $ 10,293 $ 10,334 Prepaids and other 2,573 7,637 Loans receivable 6,11 1,561,997 1,463,578 Investments 4 176,524 - Assets held for sale 8 - 2,682,727 1,751,387 4,164,276 Loans receivable 6,11 1,710,060 2,613,424 Solargram farms 5 987,205 987,205 Investment in Associate 7 30,000 - Total assets $ 4,478,652 $ 7,764,905 Liabilities Current liabilities Accounts payable and accrued liabilities $ 2,465,565 $ 3,350,543 Liabilities held for sale 8 - 457,727 Total liabilities 2,465,565 3,808,270 Shareholders’ equity Share capital 9 16,025,902 17,805,452 Share subscription proceeds received in advance 9 - 247,500 Share based compensation reserves 9 1,782,640 1,281,908 Warrants reserves 9 5,577,505 5,331,482 Cumulative translation adjustment - (28,557) Deficit (21,372,960) (20,681,150) Total shareholders’ equity 2,013,087 3,956,635 Total liabilities and shareholders’ equity $ 4,478,652 $ 7,764,905 Nature of operations and going concern (note 1) Commitments (note 12) The accompanying notes are an integral part of these financial statements Approved by the Board of Directors ___________”Jeff Ciachurski”_____________ Director ___________”Michael Boyd”_____________ Director Captiva Verde Wellness Corp. Condensed Consolidated Interim Statement of Loss and Comprehensive Loss For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) Three months Ended July 31, Nine Months Ended July 31, Note 2025 2024 2025 2024 Expenses Administrative fees $ (13,440) $ (10,586) $ (41,343) $ (32,989) Consulting fees (212,834) (190,298) (602,173) (667,445) Filing fees (13,667) (12,061) (45,985) (29,415) Legal and professional fee (6,116) (58,869) (128,752) (174,611) Foreign exchange loss (2,756) (73) (17,696) 155 Share-based payments expense 9 (236,107) - (531,476) - (484,920) (271,887) (1,367,425) (904,305) Other (expenses) income, net Finance expense – loan receivable accretion 6 114,503 146,445 351,555 421,710 Impairment of Miami padel club 8 - (2,638,703) - (2,638,703) Mark-to-market gain (loss) on investments 4 (67,428) - (200,010) - Realized loss on sale of investments 4 (9,915) - (9,915) - Gain on settlement 4 - - 562,542 - Gain on disposition of Miami Padel Club 8 - - 76,832 - Loss from continuing operations (447,760) (2,764,145) (586,421) (3,121,298) Loss from discontinued operations 8 - (127,008) (105,389) (909,559) Total loss from operations - (2,891,153) (691,810) (4,030,857) Other comprehensive loss - (2,192) - (14,245) Net loss and total comprehensive loss (447,760) (2,893,345) (691,810) (4,045,102) Loss per share Basic and diluted $ (0.00) $ (0.01) $ (0.00) $ (0.01) Weighted average shares --- outstanding Basic and diluted 292,945,279 356,116,067 308,252,056 356,116,067 The accompanying notes are an integral part of these financial statements Captiva Verde Wellness Corp. Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) Notes Shares Share capital Share based compensation reserves Warrants reserves Cumulative translation adjustment Share subscription proceeds received in advance Deficit Total equity Notes Shares Share capital Share based compensation reserves Warrants reserves Cumulative translation adjustment Deficit Total equity The accompanying notes are an integral part of these financial statements Balance at October 31, 2024 358,116,067 $ 17,805,452 $ 1,281,908 $ 5,331,482 $ (28,557) $ 247,500 $ (20,681,150) $ 3,956,635 Private Placements 9 22,375,000 165,492 - 282,008 - (247,500) - 200,000 Share issuance costs 9 - (16,771) - - - - - (16,771) Disposition of Miami Padel Club 8,9 (89,000,000) (2,225,000) - - 28,557 - - (2,196,443) Warrants exercised 9 3,000,000 185,985 - (35,985) - - - 150,000 Options exercised 9 2,000,000 110,744 (30,744) - - - - 80,000 Share-based payment expense 9 - - 531,476 - - - - 531,476 Loss for the year - - - - - - (691,810) (691,810) Balance at July 31, 2025 296,491,067 $ 16,025,902 $ 1,782,640 $ 5,577,505 $ - $ - $ (21,372,960) $ 2,013,087 Balance at October 31, 2023 356,116,067 $ 17,684,727 $ 1,281,908 $ 5,352,207 $ 1,322 $ (17,306,821) $ 7,013,343 Cumulative translation adjustment - - - - (14,245) - (14,245) Loss for the year - - - - - (4,030,857) (4,030,857) Balance at July 31, 2024 356,116,067 $ 17,684,727 $ 1,281,908 $ 5,352,207 $ (12,923) $ (21,337,678) $ 2,968,241 Captiva Verde Wellness Corp. Condensed Consolidated Interim Statement of Cash Flows For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) Note Three months Ended July 31, Nine Months Ended July 31 2025 2024 2025 2024 Cash used from operating activities Net loss for the period $ (447,760) $ (2,891,153) $ (691,810) $ (4,030,857) Items not affecting cash Mark-to-market gain (loss) on investments 4 67,428 - 200,010 - Realized loss on sale of investments 4 9,915 - 9,915 - Loan receivable accretion 6 (114,503) (146,445) (351,555) (421,710) Gain on settlements 4 - - (562,542) - Gain on disposition of Miami Padel Club 8 - - (76,832) - Share-based payments expense 9 236,107 - 531,476 - Impairment of Miami padel club 8 - 2,638,703 - 2,638,703 Change in non-cash operating working capital Decrease (increase) in prepaid expenses and other receivables (1,112) 77,502 5,064 152,511 Increase (decrease) in accounts payable and accrued liabilities (53,349) 298,537 273,558 1,458,023 Net cash used in operating activities (303,274) (22,856) (662,716) (203,330) Cash flows from investing activities Investment in associate 7 - (30,000) - Proceeds on sale of investments 4 122,946 122,946 - Net cash used in investing activities 122,946 - 92,946 - Cash flows from financing activities Proceeds from private placement, net of transaction costs 9 - - 183,229 - Proceeds received from options exercises 9 80,000 - 80,000 - Proceeds received from warrant exercises 9 100,000 - 150,000 - Advance on loan receivable 6 - - (50,000) - Repayment of loan receivable 6 6,500 5,000 206,500 199,074 186,500 5,000 569,729 199,074 Increase (decrease) in cash 6,172 (17,856) (41) (4,256) Cash – --- beginning of period 4,121 19,044 10,334 5,444 Cash – end of period $ 10,293 $ 1,188 $ 10,293 $ 1,188 See supplemental cash flow (note 13) The accompanying notes are an integral part of these financial statements Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) 1 Nature of operations and continuing operations Captiva Verde Wellness Corp. (“Captiva Verde” or the “Company”) is a sustainable real estate company that also invests in sports and wellness opportunities. The Company was incorporated under the British Columbia Business Corporations Act on November 9, 2015. The Company’s registered and records office is located at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, BC V6E 4N7. These condensed consolidated interim financial statements have been prepared on the basis that the Company is a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The nature of the Company’s primary business is planned to be the acquisition, management, development, and possible sale of real estate projects in addition to organic food production and pharmaceutical products. The Company had a loss of $691,810 for the period ended July 31, 2025 and as at July 31, 2025 has an accumulated deficit of $21,372,960. As at July 31, 2025, the Company has working capital deficit of $714,178. To date, the Company has no existing business operations and no history of earning or revenues. If the Company is unable to raise any additional funds to undertake planned development, it could have a material adverse effect on its financial condition and cause significant doubt about the Company’s ability to continue as a going concern. If the going concern basis were not appropriate for these consolidated financial statements, then significant adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses, and the classifications used in the statement of financial position. 2 Basis of presentation and statement of compliance These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB have been condensed or omitted and these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended October 31, 2024. The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its unaudited interim condensed financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on his --- torical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. The critical judgments and estimates applied in the preparation of the Company’s unaudited condensed interim financial statements are consistent with those applied and disclosed in the Company’s financial statements for the year ended October 31, 2024. In addition the accounting policies applied in these unaudited condensed interim financial statements are consistent with those applied and disclosed in the Company’s audited financial statements for the year ended October 31, 2024. The Company’s interim results are not necessarily indicative of its results for a full year. These interim financial statements were authorized for issue by the Board of Directors on September 29, 2025. 3 Significant accounting estimates and judgments The preparation of these financial statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the reporting amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. Areas that often require significant management estimates and judgment are as follows: Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) Share-based payments Amounts recorded for share-based payments are subject to the inputs used in the Black-Scholes option pricing model, including estimates such as volatility, forfeiture, dividend yield and expected option life. Tax Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable earnings will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable earnings together with future tax planning strategies. Functional currency The functional currency for the Company is the currency of the primary economic environment in which each operates. The Company’s functional and local currency is the Canadian dollar. The determination of functional currency may require certain judgments to determine the primary economic environment. The Company reconsiders the functional currency used when there is a change in events and conditions which determined the primary economic environment. Assets’ carrying values and impairment charges In determining carrying values and impairment charges the Company looks at rec --- overable amounts, defined as the higher of value in use or fair value less cost to sell in the case of assets, and at objective evidence that identifies significant or prolonged decline of fair value on financial assets indicating impairment. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. Shares issued in non-cash transactions The valuation of shares issued in non-cash transactions. Generally, the valuation of non-cash transactions is based on the value of the goods or services received. When this cannot be determined, it is based on the fair value of the non-cash consideration. When non-cash transactions are entered into with employees and those providing similar services, the non-cash transactions are measured at the fair value of the consideration given up using market prices. Assets Held for Sale The classification of assets and liabilities as held for sale is determined based on the following criteria. • management is committed to a plan to sell, • the asset is available for immediate sale, • an active programme to locate a buyer is initiated, • the sale is highly probable, within 12 months of classification as held for sale (subject to limited exceptions), • the asset is being actively marketed for sale at a sales price reasonable in relation to its fair value, and • actions required to complete the plan indicate that it is unlikely that plan will be significantly changed or withdrawn. Assets held for sale are carried at the lower of their carrying amount or fair value less costs to sell. During the year ended October 31, 2024, the Company determined that the Miami Padel Club satisfied the assets held for sale criteria and discontinued operations based on the sale in the current period (note 8). Loan Collectability The Company's judgment regarding the collectability of its loans is a significant accounting estimate that requires careful consideration of various factors, including the creditworthiness of its customers, the quality of its loan portfolio, and current economic conditions. The Company's management regularly reviews and updates its assessment of loan collectability to ensure that it remains reasonable and reflective of current market conditions. The Company determined that the loan receivable was collectable. The Company’s expected credit loss on credit estimate is a significant accounting estimate that requires judgment and is based on various factors, including historical loss experience, industry trends, and current economic conditions. The Company’s management regularly Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) reviews and updates its expected loss on credit estimate to ensure that it remains reasonable and reflective of current market conditions. The Company determined that there were no indicators of expected credit loss. 4 Investments July 31, 2025 October 31, 2024 Opening balance $ - $ - Settlement of loan receivable 1,604,395 - Settlement of accounts payable (1,095,000) - Proceeds on sale of investments (122,946) Mark-to-market loss (200,010) - Realized loss on sale (9,915) - $ 176,524 $ - As at July 31, 2025, the Company held 405,802 (October 31, 2024 – nil) shares in Greenbriar Sustainable Living Inc. (“Greenbriar”) which is a public Canadi --- an corporation. Greenbriar is considered a related party as the Chief Executive Officer of the Company, Jeffrey Ciachurski, is also the Chief Executive Officer of Greenbriar, the Chief Financial Officer of the Company is also the Chief Financial Officer of Greenbriar, in addition to Mike Boyd being a director of both companies. During the period ended July 31, 2025, the Company sold 292,000 shares of Greenbriar for proceeds of $122,946 and recognized a loss on of $9,915. During the period ended July 31, 2025, the Company settled $1,000,000 of an outstanding loan receivable with Greenbriar (note 6) in exchange for 2,197,802 common shares of Greenbriar which had a fair value of $1,604,395. As a result of the transaction the Company recorded a gain on settlement of $604,395 in the statement of loss and comprehensive loss. During the period ended July 31, 2025, the Company settled $1,053,147 owing to Ronnie Strasser which were accumulated from operating the Miami Padel Club in exchange for 1,500,000 common shares of Greenbriar which had a fair value of $1,095,000. As a result of the transaction the Company recorded a loss on settlement of $41,853 in the statement of loss and comprehensive loss. 5 Solargram farms On May 8, 2019, the Company entered into an agreement to acquire Solargram Farms Corporation (“Solargram”), a Canadian controlled private corporation, having corporate offices in Moncton, NB. As consideration the Company contemplated issuing 30,000,000 shares upon acquisition which had a prerequisite of Solargram obtaining their Cannabis Grow License by Health Canada and meeting other certain financial and legal conditions. On June 29, 2020, Solargram received their Cannabis Grow License from Health Canada. On January 26, 2021, Solargram was approved of a Canadian Federal Health Canada processing license. During the year ended October 31, 2021, Solargram initiated a claim against the Company for breach of contract and are seeking beneficial ownership of the Company’s Solargram farm assets in addition to damages. The Company responded with a counterclaim. To date there has been no resolution and the parties are awaiting trial. Property, plant and equipment (construction in progress): Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) July 31, 2025 October 31, 2024 Opening $ 987,205 $ 948,000 Additions - 39,205 $ 987,205 $ 987,205 As at July 31, 2025, management performed a recoverability assessment to determine the fair value of the property, plant and equipment making up the Solargram farms asset taking into account the likelihood of when the legal issues with Solargram will be resolved and whether changes were required to the carrying value. The recoverable amount was determined based upon a replacement cost and market comparable approach resulting in an assessed value of $2,560,000. The assessed value was reduced by carrying costs and discounted using a credit adjusted risk-free rate of 5%. Management has estimated the proceedings will take up to 2 years. Due to the uncertainty associated with timing and potential outcomes of resolution, the Company selected a mid-point after probability-adjusting the discounted value. As a result of the analysis, it was determined that there were no changes required to the carrying amount. 6 Loans receivable Greenbriar Sustainable Living Inc. Duri --- ng the year ended October 31, 2023, the Company and Greenbriar agreed to terminate and settle an option and joint venture agreement where Greenbriar will pay the Company $5,591,588 in 48 equal monthly installments of $116,491 starting on July 1, 2024, with the last payment on June 1, 2028. Subsequent to the amount being repaid, the Company will no longer have any further interest in and to the Sage Ranch project. These future payments were discounted at a rate of 13.43% and the present value of $3,811,504 was recorded as a loan receivable. During the period ended July 31, 2025, the Company recorded accretion of $351,555 (2024 - $565,160). During the year ended October 31, 2024, the Company netted the outstanding payable to Greenbriar of $191,704 against the receivable and received payments of $208,574. July 31, 2025 October 31, 2024 Opening $ 4,077,002 $ 3,912,120 Partial settlement for Greenbriar shares (1,000,000) - Netting of Greenbriar receivable - (191,704) Repayments (206,500) (208,574) Accretion 351,555 565,160 $ 3,222,057 $ 4,077,002 Amount classified as current (1,511,997) (1,463,578) Amount classified as long-term $ 1,710,060 $ 2,613,424 During the period ended July 31, 2025, the Company settled $1,000,000 of the loan receivable in exchange for 2,197,802 common shares of Greenbriar which had a fair value of $1,604,395. As a result of the transaction the Company recorded a gain on settlement of $604,395in the statement of loss and comprehensive loss. Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) 1752 Food and Beverage Co. During the period ended July 31, 2025, the Company made a $50,000 bridge loan to 1752 Food and Beverage Co. which is an arm’s length party. The loan is unsecured, bears interest at 1% per annum and is repayable on August 19, 2025. July 31, 2025 October 31, 2024 Opening $ - $ - Loan advance 50,000 - $ 50,000 $ - 7 Investment in Associate July 31, 2025 October 31, 2024 Opening balance $ - $ - Advances 30,000 - $ 30,000 $ - During the period ended July 31, 2025, the Company acquired an undivided forty-nine percent (49%) direct interest in Matnaggewinu Development Corporation ("MDC") – a Mi’kmaq Development Corporation. MDC is an Indigenous-led development corporation founded and controlled by Nowlen Augustine, a proud Mi’kmaq entrepreneur and Canadian member of the Elsipogtog First Nation. MDC is dedicated to advancing economic opportunities, fostering self-sufficiency, and supporting Mi’kmaq communities through initiatives in affordable housing, health and wellness, and sustainable infrastructure development. The Company accounts for this acquisition as an investment in associate, pursuant to IAS 28. MDC had no operations for the period from acquisition to July 31, 2025, and no significant assets or liabilities other than a 100% owned 55-acre (25 ha) parcel, situated 3 miles (5 km) west of Moncton, New Brunswick, adjacent to the Trans-Canada Highway, with full access via a nearby exit ramp. Accordingly, there was no equity pickup for the period ended July 31, 2025. 8 Asset held for sale During the year end October 31, 2023, the Company closed its acquisition of all of the issued and outstanding securities of Sonny Sports Enterprises, Inc. (“Sonny Sports”), which owns the operating rights of the Miami Padel Club of the Pro Padel League. Management determined --- that the purchase represented an acquisition of assets rather than a business combination and has therefore accounted for in accordance with IFRS 2. The allocation of purchase consideration to each component is based on the relative fair value of the assets acquired. As consideration for the acquisition, the Company (i) issued an aggregate of 60,000,000 common shares in the capital of the Company with a fair value of $1,800,000; (ii) paid US$1,500,000 cash; and (iii) incurred transaction costs of $136,266. On August 30, 2024, the Company entered into a share repurchase agreement pursuant to which the Company would transfer its interest in Sonny Sports by arranging for the return of an aggregate of 89,000,000 common shares in the capital of the Company to the treasury of the Company for cancellation and an aggregate of 55,000,000 common share purchase warrants for cancellation. On December 31, 2024, the transaction closed and Sonny Sports was disposed. The Company determined that the Miami Padel Club met the requirements of an asset held for sale and discontinued operations. Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) For the period ended July 31, 2025, the gain on sale is calculated as follows: July 31, 2025 89,000,000 common shares @ $0.025 $ 2,225,000 Assets of disposal group (2,682,727) Liabilities of disposal group 563,116 Cumulative translation adjustment (28,557) $ 76,832 The income and loss for the disposal group is calculated as follows: Three months Ended July 31, Nine Months Ended July 31, 2025 2024 2025 2024 Miami padel club league distributions $ - $ - $ 9,946 $ - Administrative fees - (1,542) (401) (13,475) Consulting fees - (7,520) (5,002) (28,704) Foreign exchange loss - (116) (1,997) (304) Player salaries - (1,255) - (341,335) Travel - (2,579) (84,179) (97,019) Padel league fees - (102,867) - (339,975) Promotions - (11,129) (23,756) (88,747) Loss from discontinued operations $ - $ (127,008)$ (105,389) $ (909,559) Miami Padel Club July 31, 2025 October 31, 2024 Opening balance $ - $ 3,973,703 Acquired - - Impairment - (1,298,630) Transfer to assets available for sale - (2,675,073) $ - $ - Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) As at October 31, 2024, assets available for sale included: October 31, 2024 Miami Padel Club $ 2,675,073 Prepaids 7,654 $ 2,682,727 As at October 31, 2024, liabilities available for sale included: October 31, 2024 Accounts payable $ 457,727 $ 457,727 The cash flows from the disposal group were as follows: Nine months ended July 31, 2025 Nine months ended July 31, 2024 Cash inflow (outflows) from operating activities $ - $ - Cash inflow (outflows) from financing activities - - Cash inflow (outflows) from investing activities - - Net cash flows from discontinued operations - - 9 Share capital and reserves a) Authorized and outstanding The Company’s authorized share capital consists of an unlimited number of common shares without par value. As at July 31, 2025 the issued and outstanding share capital consists of 296,491,067 common shares. Fiscal 2025 During the period ended July 31, 2025, the Company the Company closed a transaction to transfer its interest in Sonny Sports by arrangin --- g for the return of an aggregate of 89,000,000 common shares in the capital of the Company to the treasury of the Company for cancellation and an aggregate of 55,000,000 common share purchase warrants for cancellation (note 8). On November 29, 2024, the Company closed the first tranche of a non-brokered private placement consisting of 10,000,000 units of the Company at a price of $0.02 per unit for gross aggregate proceeds of $200,000. Each unit consists of one common share of the Company and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share of the Company at a price of $0.05 for a period of three years following the closing. The Company incurred $7,254 in share issuance costs as a result of the financing. The total warrants issued were 10,000,000. The relative fair value of the warrants was calculated at $133,094 and was determined on the date of the issuance using the Black-Scholes option pricing model with the following weighted average assumptions: 2.98% risk free interest rate, expected life of 3 years, 182% annualized volatility and 0% dividend rate. Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) On January 9, 2025, the Company closed the second tranche of a non-brokered private placement consisting of 12,375,000 units of the Company at a price of $0.02 per unit for gross aggregate proceeds of $247,500. Each unit consists of one common share of the Company and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share of the Company at a price of $0.05 for a period of three years following the closing. The Company incurred $9,517 in share issuance costs as a result of the financing. The total warrants issued were 12,375,000. The relative fair value of the warrants was calculated at $148,914 and was determined on the date of the issuance using the Black-Scholes option pricing model with the following weighted average assumptions: 2.88% risk free interest rate, expected life of 3 years, 180% annualized volatility and 0% dividend rate. During the period ended July 31, 2025, 3,000,000 warrants were exercised for gross proceeds of $150,000. During the period ended July 31, 2025, 2,000,000 options were exercised for gross proceeds of $80,000 Fiscal 2024 During the year ended October 31, 2024, 2,000,000 warrants were exercised for a reduction of accounts payable owing to a related party of $100,000. b) Stock options The Board of Directors may grant options to purchase shares from time to time, subject to the aggregate number of common shares of the Company issuable under all outstanding stock options of the Company not exceeding 10% of the issued and outstanding common shares of the Company at the time of the grant. The options are exercisable over a period established at the time of issuance to buy shares of the Company at a price not less than the closing market price prevailing on the date immediately preceding the date the option is granted. The vesting schedule for an option, if any, shall be determined by the Board of Directors at the time of issuance. On March 11, 2025 the Company issued 8,000,000 share-purchase options at a price of $0.05 per share for a term of three years. The fair value of the share options was estimated at $295,369 on the date of grant using the B --- lack-Scholes option pricing model, with the following assumptions: expected option life of 3 years, expected stock price volatility 208%, dividend payment during life of option was nil and risk free interest rate 2.53%. On June 5, 2025 the Company issued 1,500,000 share-purchase options at a price of $0.05 per share for a term of three years. The fair value of the share options was estimated at $48,392 on the date of grant using the Black-Scholes option pricing model, with the following assumptions: expected option life of 3 years, expected stock price volatility 210%, dividend payment during life of option was nil and risk free interest rate 2.62%. On July 14, 2025 the Company issued 8,000,000 share-purchase options at a price of $0.05 per share for a term of five years. The fair value of the share options was estimated at $187,715 on the date of grant using the Black-Scholes option pricing model, with the following Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) assumptions: expected option life of 3 years, expected stock price volatility 177%, dividend payment during life of option was nil and risk free interest rate 3.04%. c) Restricted Share Units On October 24, 2023, the Company adopted a fixed restricted share unit plan, authorizing the granting of restricted share units (each, an “RSU”) to purchase up to a maximum of 10,000,000 common shares in the capital of the Company to directors, officers, employees, or consultants of the Company. As at July 31, 2025, no RSU’s have been granted. A summary of stock option information as at July 31, 2025 and October 31, 2024 is as follows: April 30, 2025 October 31, 2024 Number of shares Weighted average exercise price Number of shares Weighted average exercise price Outstanding – beginning of year 12,000,000 $ 0.08 15,000,000 $ 0.09 Exercised/Expired (12,000,000) 0.08 (3,000,000) 0.11 Granted 17,500,000 0.05 - - Outstanding – end of year 17,500,000 $ 0.05 12,000,000 $ 0.08 The following table discloses the number of options and vested options outstanding as at July 31, 2025: Number of options outstanding Weighted average exercise price Weighted average remaining contractual life (years) Number of options outstanding and exercisable Weighted average exercise price Weighted average remaining contractual life (years) 17,500,000 $0.05 3.70 17,500,000 $0.05 3.70 17,500,000 $0.05 3.70 17,500,000 $0.05 3.70 d) Share purchase warrants as at July 31, 2025 and October 31, 2024: April 30, 2025 October 31, 2024 Number of warrants Weighted average exercise price Number of warrants Weighted average exercise price Outstanding – beginning of year 107,000,000 $ 0.05 120,375,000 $ 0.05 Issued 22,375,000 0.05 - - Expired/Cancelled (55,000,000) 0.05 (11,375,000) 0.10 Exercised (3,000,000) 0.05 (2,000,000) 0.05 Outstanding – as at year end 71,375,000 $ 0.05 107,000,000 $ 0.05 Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) Number of warrants Exercise price per warrant Expiry date 16,000,000 $0.05 December 23, 2027 34,000,000 $0.05 August 31, 2028 10,000,000 $0.05 November 29, 2027 11,375,000 $0.05 January 9, 2028 Total: 71,375,000 As at July 31, 2025, the weighted average exercise price of the warrants outst --- anding was $0.05 (October 31, 2024 - $0.05) with a weighted average remaining contractual life of 2.72 years (October 31, 2024 – 3.73 years). 10 Financial instruments The Company reports its financial instruments on its statement of financial position and measures these at fair value. In limited circumstances when fair value may not be considered most relevant, they may be reported at cost or amortized cost. Gains or losses as a result of changes in fair value are recognized in the statement of loss and comprehensive loss. The Company’s financial instruments consist of cash, loan receivables, and accounts payable and accrued liabilities. The fair value of these financial instruments, excluding loans receivable, approximates the carrying value due to the short maturity or current market rate associated with these instruments. Loans receivable are recognized at fair value and then accreted using the effective interest rate method. Categories of financial instrument Fair value Financial instruments measured at fair value are grouped into Level 1 to 3 based on the degree to which fair value is observable: Level 1 – quoted prices in active markets for identical securities Level 2 – significant observable inputs other than quoted prices included in Level 1 Level 3 – significant unobservable inputs The Company did not move any instruments between levels of the fair value hierarchy during the period ended July 31, 2025. Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) July 31, 2025 October 31, 2024 Carrying value $ Fair value $ Carrying value $ Fair value $ Financial assets Amortized cost Cash 10,293 10,293 10,334 10,334 Loan receivable 3,222,057 3,222,057 4,077,002 4,077,002 Fair Value Investments (Level 1) 176,524 176,524 - - Financial liabilities Other financial liabilities Accounts payable and accrued liabilities 2,465,565 2,465,565 3,350,543 3,350,543 Liabilities held for sale - - 457,727 457,727 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 Company is currently not exposed to any interest rate risk. Credit Risk The Company is exposed to credit risk through its cash, which is held in large Canadian financial institutions with high credit rating and loan receivable with Greenbriar. The loan receivable with Greenbriar is a risk and management assesses the credit risk at every reporting period. The Company believes the credit risk is insignificant. The Company’s exposure is limited to amounts reported within the statement of financial position. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. In order to meet its financial obligations, the Company will need to generate cash flow from the development or sale of future properties or raise additional funds. 11 Related party transactions The Company’s related parties include its key management personnel. Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include officers, directors or companies with comm --- on directors of the Company. As at July 31, 2025, the Company had amounts payable of $1,663,698 (October 31, 2024 - $2,931,164) to related parties. These amounts are unsecured and non-interest bearing. During the period ended July 31, 2025, the Company incurred an expense of $107,000 relating to CFO consulting expenses (July 31, 2024 - $99,000) to a company controlled by an executive of the Company. During the period ended July 31, 2025, the Company incurred an expense of $488,348 related to CEO consulting expenses (July 31, 2024 - $466,584) to an executive of the Company. During the period ended July 31, 2025, the Company incurred an expense of $nil related to consulting expenses (July 31, 2024 - $113,065) to a company controlled by a former director of the Company. During the year ended October 31, 2023, the Company and Greenbriar agreed to terminate and settle an option and joint venture agreement where Greenbriar will pay the Company $5,591,588 in 48 equal monthly installments of $116,491 starting on July 1, 2024, with the last payment on June 1, 2028. Subsequent to the amount being repaid, the Company will no longer have any further interest in and to the Sage Captiva Verde Wellness Corp. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended July 31, 2025 and 2024 (amounts expressed in Canadian dollars, except where indicated) Ranch project (note 6). During the period ended July 31, 2025, the Company settled $1,000,000 of the loan receivable in exchange for 2,197,802 common shares of Greenbriar which had a fair value of $1,604,395. As a result of the transaction the Company recorded a gain on settlement of $604,395 in the statement of income (loss) and comprehensive income (loss). During the period ended July 31, 2025, the Company received $206,500 in repayments on the loan receivable (October 31, 2024 - $208,574). On April 20, 2022, the Company entered into a promissory note with Greenbrier where the loan would bear interest at the rate of 8% per annum for a term of 24 months. During the year ended October 31, 2024, the Company netted the payable of $191,704 against the loan receivable. 12 Commitments In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. As at July 31, 2025, there are no commitments other than already disclosed. 13 Supplemental cash flow 14 Segment disclosure The Company operates in two geographical and three operating segments. The operating segments are managed separately based on the nature of operations. The Company operates three operating segments in two countries, with corporate and Solargram Farm in Canada and Miami Padel Club in the United States of America. Note the Miami Padel Club operations were sold in period ended July 31, 2025. The Company’s capital assets by country are: As at July 31, 2025 As at October 31, 2024 Canada USA Total Canada USA Total Assets Solargram farms 987,205 - 987,205 987,205 - 987,205 Assets held for sale - - - - 2,682,727 2,682,727 Income Income (loss) - continuing operation (586,421) - (586,421) (586,604) - (586,604) Income (loss) – discontinued operations - (105,389) (105,389) - (2,787,725) (2,787,725) Supplemental cash flow information Notes Nine months ended July 31, 2025 Nine months ended July 31, 2024 Netting of loan payable and loan receivable 11 $ - $ (191,704) Settlement of loan receivable 6 $ 1,000,000 $ - Settlement of Ronnie Strasser accounts payable 4 $ 1,095, --- 000 $ - Cash paid for taxes $ - $ -