SEDAR Interim Financial Statements

A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Condensed Consolidated Interim Financial Statements Three- and nine-months ended February 28, 2026 and 2025 (Unaudited) NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed consolidated interim financial statements (the "Interim Financial Statements") have been prepared by and are the responsibility of management of A.C.L. Construction Ltd. (the “Company” or “ACL”). The Company's independent auditor has not performed a review of these Interim Financial Statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor. A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Condensed Consolidated Interim Statements of Financial Position (expressed in Canadian Dollars) (unaudited) The accompanying notes are an integral part of these condensed consolidated interim financial statements February 28, May 31, As at Note 2026 2025 Assets Current Cash and cash equivalents $ 1,575,021 $ 125,480 Accounts receivable 8 2,324,187 2,878,272 Inventory 80,492 82,632 Prepaid expenses 302,474 210,393 Assets held for sale 6 - 1,509,394 4,282,174 4,806,171 Non-Current Property and equipment 9 9,561,972 9,966,356 Right-of-use assets 10 1,882,709 3,613,791 $ 15,726,855 $ 18,386,318 Liabilities Current Bank indebtedness 11 $ - $ 335,835 Accounts payable & accruals 8 & 14 4,016,059 3,719,383 Subscription liability - 32,059 Advances from related parties 14 269,495 234,495 Current portion of lease liabilities 593,758 1,021,465 Current portion of long-term debt 2,671,730 3,354,344 7,551,042 8,697,581 Non-Current Lease liabilities 1,405,976 2,510,238 Long-term debt 3,784,569 5,887,287 Deferred income tax liability 1,454,944 1,454,944 14,196,531 18,550,050 Shareholders' Equity (Deficit) Share capital 12 5,043,781 906,553 Contributed surplus 343,486 314,338 Retained deficit (3,856,943) (1,384,623) 1,530,324 (163,732) $ 15,726,855 $ 18,386,318 Subsequent events (Note 18) (signed) Sophie Galper (signed) Anthony Zelen Director Director A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Condensed Consolidated Interim Statements of (Loss) Income and Comprehensive (Loss) Income (expressed in Canadian Dollars) (unaudited) The accompanying notes are an integral part of these condensed consolidated interim financial statements Three months ended Nine months ended February 28, February 28, February 28, February 28, Note 2026 2025 2026 2025 Revenue $ 1,077,917 $ 2,991,220 $ 9,422,371 $ 14,326,917 Cost of revenue 15 1,289,526 1,924,596 7,465,199 10,671,725 Gross (loss) profit (211,609) 1,066,624 1,957,172 3,655,192 Operating expenses 15 683,249 684,937 2,014,608 2,689,005 (Loss) income from operations (894,858) 381,687 (57,436) 966,187 Finance and other costs (income), net 15 1,625,662 254,792 2,414,884 771,749 Net and comprehensive (loss) income $ (2,520,520) $ 126,895 $ (2,472,320) $ 194,438 Basic (loss) income per share $ (0.04) $ 0.00 $ (0.04) $ 0.00 Diluted (loss) income per share $ (0.04) $ 0.00 $ (0.04) $ 0.00 A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Condensed Consolidated Interim Statements of Changes in --- Shareholders’ Equity (Deficit) (expressed in Canadian Dollars) (unaudited) The accompanying notes are an integral part of these condensed consolidated interim financial statements Note Share capital Contributed Surplus Retained (deficit) earnings Total Balance, May 31, 2024 $ 553 $ - $ (180,636) $ (180,083) Proceeds of issuance of common shares 12 375,000 - - 375,000 Share-based payments 12 95,000 - - 95,000 Conversion of secured convertible debenture 436,000 - - 436,000 Stock-based compensation - 314,338 - 314,338 Net income for the period - - 194,438 194,438 Balance at February 28, 2025 $ 906,553 $ 314,338 $ 13,802 $ 1,234,693 Balance, May 31, 2025 906,553 314,338 (1,384,623) (163,732) Acquisition of public listing 7 1,110,000 29,148 - 1,139,148 Proceeds of issuance of common shares, net of transaction costs 12 3,027,228 - - 3,027,228 Net loss for the period - - (2,472,320) (2,472,320) Balance at February 28, 2026 $ 5,043,781 $ 343,486 $ (3,856,943) $ 1,530,324 A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Condensed Consolidated Interim Statements of Cash Flows (expressed in Canadian Dollars) (unaudited) The accompanying notes are an integral part of these condensed consolidated interim financial statements Nine months ended February 28, Note 2026 2025 Cash flow from operating activities: Net and comprehensive (loss) income $ (2,472,320) $ 194,438 Items not affecting cash: Depreciation and amortization 8 & 9 1,188,999 1,671,889 Finance costs 509,483 757,069 Loss on settlement of debt, net 30,008 12,000 (Gain) loss on disposals of property and equipment, net 9 (11,066) 2,680 Non-cash listing costs 7 1,249,069 - Impairment on assets held for sale 6 396,202 - Loss on lease modifications 6 15,972 - Stock-based compensation 12 - 314,338 Share-based payments 12 - 95,000 Changes in non-cash operating working capital: Accounts receivable 660,587 (794,906) Inventory 2,140 3,291 Prepaid expenses (102,242) 14,980 Accounts payable & accruals 288,176 1,704,375 Interest paid on long-term debt (355,673) (475,271) Interest paid on lease liabilities (127,802) (188,019) Net cash provided by operating activities 1,271,533 3,311,864 Cash flow from investing activities: Proceeds of disposition of property and equipment 6 & 9 1,566,711 58,841 Acquisitions of property and equipment 9 (343,754) (1,264,635) Cash assumed in acquisition of Samurai Capital Corp. 7 9,825 - Advances to Samurai Capital Corp. prior to QT 7 (76,246) - Advances to related parties 12 - (56,153) Repayment of advances to related parties 12 - 800 Net cash provided by (used in) investing activities 1,156,536 (1,261,147) Cash flow from financing activities: Proceeds of issuance of common shares, net of share issuance costs 12 2,995,169 375,000 Proceeds of long-term debt 312,938 1,266,207 Decrease in bank indebtedness (335,835) (471,257) Principal repayments of lease liability (849,233) (640,321) Principal repayments of long-term debt (3,101,567) (2,480,371) Advances from related parties 12 - 106,271 Repayment of advances from related parties 12 - (177,754) Net cash used in financing activities (978,528) (2,022,225) Net change in cash 1,449,541 28,492 Cash and cash equivalents, beginning of the period 125,480 3,940 Cash and cash equivalents, end of the period $ 1,575,021 $ 32,432 A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Do --- llars) (unaudited) 1. Corporate information A.C.L. Construction Ltd. (the “Company” or “ACL”) is the result of Samurai Capital Corp. (“Samurai”), a capital pool company incorporated under the laws of British Columbia on December 17, 2020, completing a qualifying transaction (the “QT”) with A.C.L. Construction Ltd. (“Old ACL”) on February 18, 2026 within the meaning of TSXV Policy 2.4 – Capital Pool Companies. Following completion of the QT, Samurai changed its name to A.C.L. Construction Ltd. Effective February 23, 2026, the common shares of the Company commenced trading on the TSX Venture Exchange (the “TSXV”) under the symbol “ACL”. Separately, effective June 1, 2024, Old ACL completed an amalgamation transaction with other entities (the “2024 Amalgamation”), following which the continuing corporation carried on business as A.C.L. Construction Ltd. As at February 28, 2026, the Company’s registered and records office is located at #301 1665 Ellis Street, Kelowna, BC V1Y 2B3. See Note 18 regarding a subsequent change to the Company’s records and registration office. 2. Basis of preparation (a) Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee. These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting and have been prepared using the same accounting policies, judgements, estimates and methods of application as those used in the Company’s audited combined financial statements for the year ended May 31, 2025. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s audited combined financial statements for the year ended May 31, 2025. Certain balances in the comparative periods have been reclassified to conform to the current year’s presentation. These condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on April 24, 2026. (b) Basis of consolidation These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiary, 1578189 B.C. Ltd. Subsidiaries are entities controlled by the Company, and in which the Company has power over through its exposure and rights to variable returns from such applicable subsidiary. The financial statements of the Company’s subsidiaries are prepared for the same reporting period as the Company, and all intercompany transactions and balances have been eliminated. A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) 3. Critical accounting judgments, estimates and assumptions The preparation of the condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the Company’s assets, liabilities, revenue, expenses and contingent liability disclosures. The Company bases its estimates and corresponding assumptions from its past experience and other facts deemed reasonable upon the circumstances, the results --- of which form the basis for making assumptions regarding carrying values of assets and liabilities that are not readily apparent from other sources. However, uncertainty may exist regarding these assumptions and estimates that may result in a material adjustment to the carrying amount of the affected asset or liability in future years. The following judgement was utilized in the preparation of the condensed consolidated interim financial statements in addition to those judgements disclosed in the audited combined financial statements for the year ended May 31, 2025: Acquisition of public listing Upon the completion of the QT, the Company used judgment in its assessment that Samurai Capital Corp, a capital pool company, did not constitute a business as described in Note 7. 4. New accounting pronouncements Standards issued not yet effective Presentation and Disclosure in Financial Statements – IFRS 18 In April 2024, the IASB issued IFRS 18, which will replace IAS 1 - Presentation of Financial Statements. The standard aims to improve the manner in which companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, specifically introducing additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is evaluating the impact of the above amendments on its financial statements. Amendments to IFRS 9: Financial Instruments and IFRS 7: Classification and Measurement of Financial Instruments In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7 which clarify the date of recognition and derecognition of financial assets and liabilities and add further guidance for assessing whether a financial asset meets the solely payment of principal and interest criterion. The amendments also add new disclosures for certain instruments with contractual terms that can change cash flows (on occurrence or non-occurrence of a contingent event) and update the disclosures for investments in equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026, and are to be applied retrospectively. The Company is currently assessing the impact of these amendments on its consolidated financial statements. A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) 5. Seasonality of business The interim period revenues and profit or loss historically reflects some seasonality as the nature of the Company’s operations are highly seasonal, which results in the Company’s profit or loss and related cash flows to fluctuate during the year. The Company’s ability to generate revenue is largely dependent on favourable weather conditions and related customer demand, and as a result, the Company typically recognizes greater revenue during the first and second quarters which typically results in the greatest amount of collections occurring during the second and third quarters. 6. Assets held for sale At September 1, 2025, the Co --- mpany determined that a selected group of heavy equipment met the definition of assets held for sale. During the nine months ended February 28, 2026, the Company recorded an impairment loss of $396,202 within finance and other costs associated with the write-down of its carrying value to $1,174,800 as at November 30, 2025. During the nine months ended February 28, 2026, the Company recorded a loss on lease modifications of $15,972 associated with costs associated with termination of the leases in excess of net proceeds received. At May 31, 2025, the Company determined that a selected group of equipment and heavy equipment met the definition of assets held for sale. During the nine months ended February 28, 2026, the group of equipment and heavy equipment was sold with net proceeds to the Company of $1,509,394. 7. Acquisition of public listing On February 18, 2026, Samurai completed its qualifying transaction (the “QT”) with A.C.L. Construction Ltd. (“Old ACL”). The QT was completed by way of a triangular amalgamation under the Business Corporations Act (British Columbia) involving Old ACL and 1578189 B.C. Ltd., a wholly-owned subsidiary of Samurai (the “Subco”), following which the amalgamated entity became a wholly-owned subsidiary (“Amalco”) of Samurai (the “Resulting Issuer”). Each common share in the capital of Samurai (the “Samurai Shares”) that was outstanding immediately prior to the QT was converted into one-half (1/2) of one issued and fully paid and non-assessable common share in the share capital of the Resulting Issuer (each, a “Resulting Issuer Share”) at a deemed price of $0.30 per Resulting Issuer Share (the “Samurai Exchange Ratio”). Each common share in the capital of Old ACL (each, an “Old ACL Share”) that was outstanding immediately prior to the QT was exchanged for one (1) issued and fully paid and non-assessable Resulting Issuer Share at a deemed price of $0.30 per Resulting Issuer Share (the “Old ACL Exchange Ratio”). Immediately following completion of the QT, Samurai changed its name to A.C.L. Construction Ltd. and Amalco carried on business as 1578189 B.C. Ltd. A condition to the completion of the QT was that Old ACL complete a financing for gross proceeds of a minimum of $3,000,000 and a maximum of $7,000,000. On February 13, 2026, Old ACL completed a non-brokered private placement of 10,306,074 subscription receipts for aggregate gross proceeds of $3,091,822 (the “Concurrent Financing”). Upon satisfaction or waiver of the applicable release conditions, each subscription receipt entitled the holder to receive one (1) common share of the Resulting Issuer and one (1) warrant (each, a “Warrant”) to purchase one (1) additional common share of the Resulting Issuer at an exercise price of $0.50 per share until February 13, 2029. A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) The QT constitutes a reverse takeover of Samurai by Old ACL. Since Samurai did not meet the definition of a business under IFRS 3, Business Combinations, the acquisition was accounted for as a purchase of Samurai’s assets by Old A.C.L. The consideration paid was determined as an equity settled share-based payment under IFRS 2, Share-based Payments, and measured at the fair value of the equity of the Resulting Issuer retained by the shareholders of Samurai based on the fa --- ir value of the shares issued in the Concurrent Financing. The comparative figures that are presented in the consolidated financial statements are those of Old ACL. The consolidated statements of loss and comprehensive loss include the full results of Old ACL from June 1, 2025 to February 18, 2026. The Company recorded listing costs of $1,474,285 in the consolidated statements of loss and comprehensive loss, the details of which are as follows: Consideration paid $ 1,215,394 Less: net assets of Samurai Cash 9,825 Accounts payable and accruals (8,500) Due to related parties (35,000) Direct listing costs 1,249,069 Professional fees related to the QT 225,216 Total listing costs $ 1,474,285 Consideration comprised of: Fair value of common shares $ 1,110,000 Fair value of options 29,148 Advances to Samurai prior to QT 76,246 Total consideration paid $ 1,215,394 The fair value of the common shares of Samurai was determined by multiplying the outstanding Samurai common shares at the date of the QT, 3,700,000 by the fair value of the shares, $0.30 per common share. Prior to the QT, Samurai had issued 440,000 share options (the “Samurai Options”) to certain directors and officers of Samurai. Pursuant to the QT, each Samurai Option converted into one-half (1/2) of a Resulting Issuer share option (a “Resulting Issuer Option”). The fair value component related to the Resulting Issuer Options was determined using the Black-Scholes Model using the following assumptions: Expected life 0.27 years Expected volatility 142.03% Risk free rate 2.44% Dividend yield - Underlying share price $ 0.30 Strike Price $ 0.20 A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) 8. Accounts receivable February 28, May 31, As at 2026 2025 Trade accounts receivable $ 2,131,512 $ 1,857,103 Less: Expected credit loss (20,172) (33,452) Net trade accounts receivable 2,111,340 1,823,651 Holdbacks 77,322 1,045,500 Other receivables 135,525 - GST receivable - 9,121 $ 2,324,187 $ 2,878,272 Holdbacks receivable represent amounts billed on construction contracts which are not due until the contract work is substantially complete and the applicable lien period has expired. As at February 28, 2026, the Company has pledged receivables of $184,883 (May 31, 2025 – $120,000) associated with a short-term lending arrangement included in accounts payable and accruals with a carrying value of $95,773 (May 31, 2025 – $85,313). Details of the Company’s accounts receivable aging as at February 28, 2026 and May 31, 2025 is as follows: February 28, May 31, As at 2026 2025 Neither impaired nor past due $ 1,483,119 $ 1,714,162 Past due as follows: 31 to 60 days 41,727 116,875 61 to 90 days 30,651 26,066 Over 90 days 576,015 - Expected credit loss (20,172) (33,452) $ 2,111,340 $ 1,823,651 The expenses associated with the ECL provision are included in office expenses. The movement in the Company’s ECL for the periods ended February 28, 2026 and May 31, 2025 was as follows: February 28, May 31, As at 2026 2025 Balance, beginning of period $ 33,452 $ - Additional provision (recovered) recognized, net (13,280) 33,452 Balance, end of period $ 20,172 $ 33,452 A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2 --- 025 (expressed in Canadian Dollars) (unaudited) 9. Property and equipment February 28, May 31, 2026 2025 Balance, beginning of period $ 9,966,356 $ 12,310,993 Additions 343,754 1,264,635 Disposals (73,875) (61,521) Depreciation (674,263) (1,286,583) Reclassified to assets held for sale (note 6) - (2,261,168) Balance, end of period $ 9,561,972 $ 9,966,356 10. Right-of-use assets February 28, May 31, 2026 2025 Balance, beginning of period $ 3,613,791 $ 4,594,043 Additions 244,894 - Amortization (514,736) (808,524) Modifications 109,762 (171,728) Reclassified to assets held for sale (Note 6) (1,571,002) - Balance, end of period $ 1,882,709 $ 3,613,791 11. Bank indebtedness The Company, through its primary financial institution, has available two lines of credit with an aggregate limit of $700,000. The overdraft bears interest at a rate of prime plus 3.25% with outstanding principal and interest due on demand. As at February 28, 2026, the Company had not drawn (May 31, 2025 - $335,835) on its lines of credit. The Company’s bank overdrafts are secured by joint and several guarantees from the Company’s CEO and COO (as later defined, see Note 14) in the aggregate amount of $700,000 each. 12. Share capital (a) Authorized The Company has an unlimited amount of voting Common Shares without par value. A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) (b) Shares issued and outstanding Number of shares Value Balance at May 31, 2024(*) 53,000,000 $ 553 Issuance of common shares for cash (i) 3,750,000 375,000 Issuance of common shares as a consulting fee (ii) 950,000 95,000 Conversion of the secured convertible debenture (iii) 1,816,000 436,000 Balance at May 31, 2025 59,516,000 906,553 Shares issued in private placement (iv) 10,306,074 3,027,228 Elimination of Old A.C.L. Shares (note 7) (69,822,074) - Shares issued to Samurai Shareholders (note 7) 3,700,000 1,110,000 Shares issued to Old A.C.L. Shareholders (note 7) 69,822,074 - Balance at February 28, 2026 73,522,074 $ 5,043,781 (*)As a result of the 2024 Amalgamation (note 1), the Company’s number of shares reflects the post 2024 Amalgamation shares along with the combined share capital of the Group applied to June 1, 2024, the earliest reporting date of these condensed consolidated interim financial statements. (i) On July 23, 2024, the Company completed a financing in which the Company issued 3,750,000 Class A Common Shares upon receiving financing totaling $375,000. (ii) On July 23, 2024, issued 950,000 Class A Common Shares in accordance with consulting arrangements entered into by the Company. During the nine months ended February 28, 2025, the Company recorded expense of $95,000 reflecting the value of the shares issued at $0.10 per share, measured as the price in which the concurrent financing shares were issued. (iii) On December 6, 2024, the Company issued an aggregate of 1,816,000 Common Shares reflecting conversion of the principal balance of $400,000 and accrued interest of $24,000 at a price of $0.25 per Common Share. The Company issued an additional 120,000 Common Shares to holder at a value of $0.10 per Common Share measured as the value of the financing completed during the year ended May 31, 2025, of which expense of $12,000 is included in finance and other costs during the period. (iv) On February 13, 2026, --- the Company closed a non-brokered private placement in which 10,306,074 subscription receipts were issued by the Company with gross proceeds to the Company of $3,091,822. Each subscription receipt provides the holder with one (1) Common Share and the right to acquire one (1) additional share of the Company at a price of $0.50 for a period of three (3) years following the date of issuance. (c) Per share amounts The weighted average number of common voting shares outstanding for the three- and nine- months ended February 28, 2026 was 61,644,790 and 60,217,799, respectively (2025 – 59,415,111 and 58,086,227, respectively). The dilutive effect of 6,820,000 outstanding stock options and 10,306,074 warrants have not been included in the calculation of the Company’s loss per share amounts for the three- and nine-months ended February 28, 2026 as they are anti- dilutive. The dilutive effect of 6,600,000 outstanding stock options was not included in the calculation of the earnings per share amounts for the three- and nine-months ended February 28, 2025 as they are not in the money. A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) (d) Stock options Changes in the number of options outstanding during the nine months ended February 28, 2026 and 2025 is as follows: Nine months ended February 28, 2026 2025 Number of options Weighted average exercise price Number of options Weighted average exercise price Balance, beginning of period 6,600,000 $ 0.10 - $ - Options issued to the Samurai optionees (note 7) 220,000 0.20 - - Granted - - 6,600,000 0.10 Balance, end of period 6,820,000 $ 0.10 6,600,000 $ 0.10 Options exercisable, end of period 6,820,000 $ 0.10 6,600,000 $ 0.10 The following is a summary of the 6,820,000 outstanding options issued as at February 28, 2026: Exercise price Number outstanding Weighted average remaining contractual life Number exercisable Weighted average remaining vesting period $ 0.10 6,600,000 8.60 years 6,600,000 - $ 0.20 220,000 0.24 years 220,000 - 6,820,000 6,820,000 The fair value of the options issued during the nine months ended February 28, 2025 was estimated using the following Black-Scholes Model assumptions: Nine months ended February 28, 2025 Expected life 10 years Expected volatility(*) 31.53% - 31.62% Risk-free rate 2.95% - 3.22% Dividend yield - Underlying share price $ 0.10 Exercise price $ 0.10 (*)The Company measures its volatility based on a proxy of publicly traded companies that are similar in size and operate in a similar industry. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the Options is indicative of future trends which may not necessarily be the actual outcome. A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) (e) Warrants Changes in the number of warrants outstanding during the nine months ended February 28, 2026 and 2025 is as follows: Nine months ended February 28, 2026 Number of warrants Weighted average exercise price Balance, beginning of period - $ - Issued 10,306,074 0.50 Exercised - - Balance, end of period 10,306,074 $ 0.50 The following is a summary of the 10,306,074 outsta --- nding warrants issued as at February 28, 2026: Exercise price Number of warrants Expiry date $ 0.50 10,306,074 February 13, 2029 13. Commitments and contingencies (a) Commitments As at February 28, 2026, the Company has made a guarantee by A.C.L. to 1210244 B.C. Ltd., a Company owned jointly by Companies controlled by the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) (see note 14) for a loan provided by BDC to such entity. The outstanding balance of the loan at February 28, 2026 was $718,112 (May 31, 2025 - $745,216) and is also secured by land and land improvements with an approximate book value of $1,059,523 (May 31, 2025 - $1,062,215). (b) Contingencies On September 7, 2023, the Company was named as a defendant in a civil action alleging damages from the Company on the plaintiff’s property. Management has assessed that the probability of loss is unlikely as at February 28, 2026, and as a result, no provision was recorded at February 28, 2026 and May 31, 2025. In July 2025, the Company was named as a defendant in a civil action. As of February 28, 2026, management is unable to assess the probability of loss, and as a result, no provision has been recorded. A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) 14. Related party transactions (a) Key management compensation Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling the activities of the Company. The Company’s key management consists of the Company’s Board of Directors, CEO, COO and Chief Financial Officer (“CFO”). Set out below is a summary of key management compensation during the three- and nine-months ended February 28, 2026 and 2025: February 28, February 28, Three months ended 2026 2025 Wages and benefits $ 67,866 $ 60,000 Stock-based compensation - - Balance end of period $ 67,866 $ 60,000 February 28, February 28, Nine months ended 2026 2025 Wages and benefits $ 200,202 $ 180,000 Stock-based compensation - 261,117 Balance end of period $ 200,202 $ 441,117 (b) Transactions with related parties During the three- and nine-months ended February 28, 2026, the Company incurred management fees expense of $53,250 and $159,750, respectively (2025 – $53,250 and $177,500, respectively) to 0777528 BC Ltd., a Company owned by the CEO of the Company. As at February 28, 2026, included in accounts payable and accruals is $116,825 due to this entity (May 31, 2025 - nil). During the three- and nine-months ended February 28, 2025, the Company received advances from this entity of nil and $10,000, respectively and as at February 28, 2026, included in advances from related parties is $158,857 (May 31, 2025 - $158,857) of previously advanced funds. During the three- and nine-months ended February 28, 2026, the Company incurred management fees expense of $52,500 and $157,500, respectively (2025 – $52,500 and $157,500, respectively) to 1204711 BC Ltd., a Company owned by the COO of the Company. During the three- and nine- months ended February 28, 2025, the Company advanced nil and $3,500, respectively to the entity and received repayments of previous advances of nil and $800, respectively. As at February 28, 2026, included in accounts payable and accruals is $108,850 due to the entity (May 31, 2025 – nil). A.C.L. Construct --- ion Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) During the three- and nine-months ended February 28, 2025, the Company advanced $19,548 and $52,450, respectively, to 1210244 BC Ltd., a Company owned jointly by Companies controlled by the Company’s CEO and COO. Effective April 1, 2021, the Company entered into a lease agreement with 1210244 BC Ltd. for the lease of yard storage, at a rate of $13,500 per month plus GST, for a period of ten (10) years with two (2) options to extend the lease for five (5) years per option. During the three- and nine-months ended February 28, 2026, the Company made payments on the lease totaling $46,286 and $140,998, respectively (2025 – nil and nil, respectively). As at February 28, 2026, included in lease liability is $764,240 (May 31, 2025 - $892,995) reflecting the balance of the unpaid lease liability of which $128,662 (May 31, 2025 - $146,029) is recorded as the current portion. Upon completion of the Company’s QT (see Note 7), the Company assumed a note payable of $35,000 payable to a director of the Company, the result of previous advances to Samurai. As at February 28, 2026, the balance of the note of $35,000 is recorded within advances from related parties. During the three- and nine-months ended February 28, 2025, the Company advanced $67 and $203, respectively, to 1298321 BC Ltd., a Company owned jointly by Companies controlled by the Company’s CEO and COO. As at February 28, 2026, there were no balances receivable or payable to the entity (May 31, 2025 - nil). During the three- and nine-months ended February 28, 2025, the Company received advances from its CEO of nil and $41,432, respectively, and repaid nil and $54,839, respectively, to the individual from previous advances to the Company. As at February 28, 2026, amounts repayable include $4,336 recorded within advances from related parties (May 31, 2025 - $4,336). During the three- and nine-months ended February 28, 2025, the Company repaid its COO $5,243 and $88,557, respectively of previous advances to the entity and received advances of nil and $54,839, respectively. As at February 28, 2026, amounts repayable include $71,302 within advances from related parties (May 31, 2025 - $71,302) and $289 within accounts payable and accrued liabilities (May 31, 2025 – nil). During the three- and nine-months ended February 28, 2025, the Company repaid previous advances of nil and $25,000, respectively, from close family members of the Company’s COO. There were no remaining amounts payable to these individuals as at February 28, 2026 and May 31, 2025. The above amounts receivable and payable are unsecured, non-interest bearing and due on demand. Related party transactions are incurred in the normal course of operations and are initially measured at fair value. A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) 15. Expenses by nature (a) Cost of revenue Three months ended Nine months ended February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Salaries, wages & benefits $ 359,949 $ 396,821 $ 1,915,923 $ 2,408,873 Subcontracts 159,749 630,615 1,859,970 3,476,865 Purchases 16,677 101,135 1,261,867 1,495,036 --- Depreciation of property and equipment 203,849 268,137 648,144 1,019,437 Amortization of right-of-use assets 68,633 145,725 339,182 477,347 Fuel 137,937 195,661 526,824 875,474 Equipment rental 146,391 1,926 305,934 123,340 Repairs & maintenance 146,761 98,501 433,089 343,177 Supplies 23,064 40,571 100,676 209,267 Travel 26,516 45,504 73,590 242,909 $ 1,289,526 $ 1,924,596 $ 7,465,199 $ 10,671,725 (b) Operating expenses Three months ended Nine months ended February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Amortization of right-of-use assets $ 57,266 $ 47,416 $ 175,554 $ 142,248 Depreciation of property and equipment 8,164 10,143 26,119 32,857 Insurance 87,742 125,108 266,948 410,510 General and administrative 104,928 39,345 288,067 332,969 Professional fees 141,651 210,253 464,589 607,116 Salaries, wages and benefits 283,498 252,672 793,331 848,967 Stock-based compensation - - - 314,338 $ 683,249 $ 684,937 $ 2,014,608 $ 2,689,005 A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) (c) Finance and other costs Three months ended Nine months ended February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Interest on long-term debt $ 104,175 $ 164,834 $ 356,586 $ 517,369 Interest on lease liabilities 42,296 67,443 152,897 215,700 Loss on disposals of property and equipment, net (11,066) 10,515 (11,066) 2,680 Listing costs 1,474,285 - 1,474,285 - Loss on lease modifications 15,972 - 15,972 - Impairment on assets held for sale - - 396,202 - Loss on settlement of debt, net - 12,000 30,008 12,000 Accretion on convertible note - - - 24,000 $ 1,625,662 $ 254,792 $ 2,414,884 $ 771,749 A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) 16. Financial instruments and risk management The Company’s principal financial assets consist of accounts receivable and advances to related parties. The Company’s principal financial liabilities are comprised of bank indebtedness, accounts payable and accruals, secured convertible debentures, advances from related parties and long-term debt. The main purpose of the existence of such liabilities is to finance the Company’s operations. Additionally, the Company has trade and other receivables that arise as a result of the Company’s operations. The Company’s operations expose it to financial risk, including market risk (interest rate and commodity price risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize certain exposures to risk. The risks associated with the Company’s financial instruments are as follows: (a) Market risk Market risk is the risk that the fair value or future cash flows will fluctuate as a result in a change in market prices. The Company’s market risk is as follows: (i) Interest rate risk: is the risk that the fair value or future cash flows will fluctuate as a result of a change in market interest rates. The Company is exposed to interest rate risk as a result of its lines of credit and long-term debt. The Company minimizes its interest rate risk through entering into debt arrangements with fixed-rate interest rates. --- An increase in BMO’s prime rate of 100 basis points would result in an insignificant increase in the Company’s finance costs incurred on its bank indebtedness at February 28, 2026 and May 31, 2025. (ii) Commodity price risk: is the risk that the Company may experience fluctuations in its future cash flows as a result of changes in market prices for commodities, which includes the price of fuel and other material inputs in construction. The Company minimizes its commodity price risk by reviewing market prices, at least annually, and incorporating into its bids for future work. Additionally, certain contracts permit the Company to add a fuel surcharge to compensate the Company for increases in the price of fuel. (b) Credit risk Credit risk is the risk of financial loss arising when a partner or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily as a result of the Company’s trade accounts receivable. The carrying amounts of the Company’s financial assets represents the maximum credit exposure. The Company limits its exposure to credit risk on cash by placing financial instruments with high- credit quality financial institutions and the Company believes that it has no significant credit risk regarding its cash. The Company is subject to a concentration of credit risk related to its trade accounts receivable as four customers exceed 10% of the Company’s total outstanding trade accounts receivable for an aggregate of 67% of the Company’s trade accounts receivable at February 28, 2026 (May 31, 2025 – four customers for an aggregate of 77% of the Company’s trade accounts receivable). A.C.L. Construction Ltd. f/k/a Samurai Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three- and nine-months ended February 28, 2026 and 2025 (expressed in Canadian Dollars) (unaudited) (c) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk through the close monitoring of its forecasted and actual cash flows as well as investing and financing activities to ensure that the Company has sufficient liquidity to meet its liabilities when due and to fund future operations. The disclosure of the fair value of the Company’s financial instruments is followed by the following hierarchy:  Level 1: Fair value is measured utilizing quoted, unadjusted market prices for identical assets or liabilities;  Level 2: Fair value is measured utilizing inputs other than those in Level 1, and such inputs that have a significant impact on the fair value are observable, directly or indirectly;  Level 3: Fair value is measured utilizing unobservable market data or statistical techniques to derive forward estimates from observable market data and unobservable inputs. 17. Capital disclosure and management The Company’s capital structure consists of shareholders’ equity and long-term debt. The Company’s objectives in managing its capital is to maintain access to capital markets, sustain its ability to meet its financial obligations, and finance its growth. The Company’s capital structure is managed in such a way that adjustments may be made when changes arise in the current economic conditions and changes in the risk profile of its underlying assets. The Company is not subject to any externally imposed capital requirements or financial covenants. Additionally, the Board of Directors does --- not establish quantitative capital structure targets for management. 18. Subsequent events Effective March 11, 2026, the Company’s records and registration office was changed to Suite 3606- 833 Seymour Street, Vancouver, BC V6B 0G4.