SEDAR Interim Financial Statements

THIOGENESIS THERAPEUTICS, CORP. Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) Notice of No Auditor Review of the Unaudited Condensed Interim Consolidated Financial Statements In accordance with 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 interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these unaudited condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor. 2 Thiogenesis Therapeutics, Corp. Unaudited Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars) As at As at September 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents 3,502,183 $ 3,847,864 $ Accounts receivable 68,123 87,928 Prepaid expenses 54,919 47,596 Total current assets 3,625,225 3,983,388 Total Assets 3,625,225 $ 3,983,388 $ Liabilities and Shareholders' Equity Current liabilities Accounts payable and accrued liabilities 1,471,940 $ 557,876 $ Total current liabilities 1,471,940 557,876 Shareholders' equity Share capital (Note 4) 19,912,164 16,136,727 Reserves (Note 4) 2,296,421 1,618,548 Accumulated other comprehensive loss (77,301) (46,003) Accumulated deficit (19,977,999) (14,283,760) Total shareholders' equity 2,153,285 3,425,512 Total Liabilities and Shareholders' Equity 3,625,225 $ 3,983,388 $ Approved by the Board of Directors (signed) "Patrice Rioux" (signed) "Brook Riggins" Patrice Rioux, Director Brook Riggins, Director The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 3 Thiogenesis Therapeutics, Corp. Unaudited Condensed Interim Consolidated Statements of Operations and Other Comprehensive Loss (Expressed in Canadian Dollars) 2025 2024 2025 2024 Operating expenses Research and development (Note 8) 1,922,572 $ 404,857 $ 4,502,132 $ 1,444,844 $ General and administrative (Note 8) 471,840 272,925 1,162,178 817,972 Total operating expenses 2,394,412 677,782 5,664,310 2,262,816 Other (income) expenses Interest income (6,450) (48,617) (44,306) (165,936) (Gain) loss on foreign exchange (4,001) 27,691 74,235 (78,131) Total other (income) expenses (10,451) (20,926) 29,929 (244,067) Net loss 2,383,961 656,856 5,694,239 2,018,749 Other comprehensive (income) loss Foreign currency translation 28,861 (4,685) 31,298 16,802 Total other comprehensive (income) loss 28,861 (4,685) 31,298 16,802 Net loss from operations and other comprehensive loss 2,412,822 $ 652,171 $ 5,725,537 $ 2,035,551 $ Net loss per share, basic and diluted (0.05) $ (0.01) $ (0.12) $ (0.04) $ Weighted average shares outstanding, basic and diluted 50,093,098 45,500,652 47,488,444 45,229,104 September 30, September 30, For the Three Months Ended For the Nine Months Ended The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 4 Thiogenesis Therapeutics, Corp. Unaudited C --- ondensed Interim Consolidated Statements of Changes in Shareholders' Equity For the Nine Months Ended September 30, 2025 and September 30, 2024 (Expressed in Canadian Dollars) ACCUMULATED OTHER SHARE COMPREHENSIVE ACCUMULATED SHAREHOLDERS' Number of CAPITAL RESERVES LOSS DEFICIT EQUITY Shares $ $ $ $ $ Balance, December 31, 2023 44,570,575 15,010,430 1,672,463 (14,729) (11,138,030) 5,530,134 Exercise of warrants (Note 4) 925,000 646,253 (183,753) - - 462,500 Exercise of finder's options 14,000 12,884 (5,884) 7,000 Stock based compensation - - 183,549 - - 183,549 Foreign currency translation - - - (16,802) - (16,802) Net loss for the period - - - - (2,018,749) (2,018,749) Balance, September 30, 2024 45,509,575 15,669,567 1,666,375 (31,531) (13,156,779) 4,147,632 Balance, December 31, 2024 46,017,375 16,136,727 1,618,548 (46,003) (14,283,760) 3,425,512 Stock based compensation - - 641,700 - - 641,700 Exercise of stock options (Note 4) 289,515 76,981 (76,981) - - - Common shares issued for private placement, net (Note 4) 5,529,066 3,698,456 - - - 3,698,456 Fair value of finder's options issued (Note 4) - - 113,154 - - 113,154 Foreign currency translation - - - (31,298) - (31,298) Net loss for the period - - - - (5,694,239) (5,694,239) Balance, September 30, 2025 51,835,956 19,912,164 2,296,421 (77,301) (19,977,999) 2,153,285 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 5 Thiogenesis Therapeutics, Corp. Unaudited Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) September 30, 2025 September 30, 2024 Operating activities Net loss for the period (5,694,239) $ (2,018,749) $ Item not involving cash: Stock based compensation 641,700 183,549 Net changes in non-cash working capital Accounts receivable 19,805 11,773 Prepaid expenses (7,323) 48,377 Accounts payable and accrued liabilities 914,064 (1,606,945) Net cash used in operating activities (4,125,993) (3,381,995) Financing activities Private placement of common shares, net (Note 4) 3,811,610 - Proceeds from exercise of warrants (Note 4) - 462,500 Proceeds from exercise of finder's options (Note 4) - 7,000 Net cash provided by financing activities 3,811,610 469,500 Effect of exchange rate changes on cash (31,298) (16,802) Decrease in cash and cash equivalents for the period (345,681) (2,929,297) Cash and cash equivalents, beginning of period 3,847,864 7,076,308 Cash and cash equivalents, end of period 3,502,183 $ 4,147,011 $ The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. For the Nine Months Ended Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 6 1. NATURE OF OPERATIONS Organization Thiogenesis Therapeutics, Corp., (“TTI” or the “Company”) (formerly: Rozdil Capital Corporation) is a clinical stage biotechnology company that was incorporated under the Ontario Business Corporations Act on May 3, 2018. On March 22, 2022, the Company filed articles of amendment and changed its name from Rozdil Capital Corporation to Thiogenesis Therapeutics, Corp. The Company is developing thiol-active therapeutic compounds, that are prodrugs, used to treat unmet pediatric medical needs. TTI-0102, the Company’s lead compound, was developed to address the obstacles facing previous thiol-ba --- sed drugs, their short half-live and side effects. TTI-0102’s initial applications are for mitochondrial encephalopathy lactic acidosis and stroke-like episodes (“MELAS”), Leigh syndrome (“LS”), pediatric metabolic dysfunction- associated steatohepatitis (“MASH”) and nephropathic cystinosis. The registered head office of the Company is located at 4 King Street West, Suite 401, Toronto, Ontario, M5H 1B6. The Company’s common shares trade on the TSX Venture Exchange (“TSXV”) under the symbol TTI and on the OTCQX Best Market under the symbol TTIPF. 2. BASIS OF PRESENTATION Statement of Compliance These unaudited condensed interim consolidated financial statements, including comparatives have been prepared in accordance with International Accounting Standards (“IAS”) 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with IFRS® Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies and methods of computation applied by the Company in these unaudited condensed interim consolidated financial statements are the same as those applied in the Company’s annual consolidated financial statements for the year ended December 31, 2024. The unaudited condensed interim consolidated statements of operations and other comprehensive loss and unaudited condensed interim consolidated statements of cash flows for the periods presented are not necessarily indicative of the consolidated results of operations or cash flows which may be reported for the remainder of 2025 or for any future period. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024. The Board of Directors approved the unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2025, on November 25, 2025. Basis of Measurement The unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value. Functional and Presentation Currency The functional and presentation currency of the Company is the Canadian Dollar (“CAD”). The functional currency of the Company’s wholly-owned United States subsidiary, TTI US, is the United States Dollar. The functional currency of TTI US’s wholly-owned Australian subsidiary, Thiogenesis Australia Pty Ltd. is the Australian Dollar and the functional currency of TTI US’s wholly-owned France subsidiary, Thiogenesis Therapeutics, SARL is the Euro. Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 7 3. MATERIAL ACCOUNTING POLICY INFORMATION Basis of Consolidation These unaudited condensed interim consolidated financial statements include the financial results of the Company and the entities controlled by the Company. Control occurs when the Company is exposed to, or has right to, variable return from its involvements with an investee and has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and are deconsoli --- dated from the date that control ceases. All intercompany transactions and balances have been eliminated. The Company’s wholly owned subsidiaries are TTI US, Thiogenesis Australia Pty Ltd., and Thiogenesis Therapeutics, SARL. Foreign Currency Translation The unaudited condensed interim consolidated financial statements are presented in CAD. The functional currency of the parent Company is CAD. The functional currency of the Company’s American subsidiary is the U.S. dollar (“USD”). The functional currency of the Company’s Australian subsidiary is the Australian Dollar (“AUD”), and the functional currency of the Company’s French subsidiary is the Euro. The financial statements of entities for which the functional currency is not CAD are translated into CAD using the exchange rate in effect at the end of the reporting period for assets and liabilities and the average exchange rates for the period for income, expenses, and cash flows. Foreign exchange differences arising on translation are recognized in other comprehensive loss and in accumulated other comprehensive loss in shareholders’ equity. Significant Accounting Estimates and Judgments The preparation of these unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed interim consolidated financial statements and the reported amounts of income and expenses during each reporting period. Actual results could differ from those estimates. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the unaudited condensed interim consolidated financial statements are: Recognition of Internally Generated Intangible Assets The Company is in the process of undergoing clinical trials for its thiol-active therapeutic compound, TTI- 0102. Accordingly, management applies judgment in its assessment of the activities being undertaken and whether certain costs meet the definition of internally generated intangible assets in the research or development phase. Recognition of Deferred Tax Assets The recognition of deferred tax assets is based upon whether it is probable that sufficient and suitable taxable profits will be available in the future or whether taxable temporary differences will reverse such that deferred tax assets can be utilized. Recognition therefore involves a degree of judgment regarding the future financial performance of the Company or the timing of the reversal of deferred tax liabilities where deferred tax assets have been recognized. Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 8 Fair Value of Stock Based Compensation and Warrants In determining the fair value of stock based payments, the calculated amounts are not based on historical cost, but is derived based on assumptions (such as the expected volatility of the price of the underlying security, expected hold period before exercise, dividend yield and the risk-free rate of return) input into a pricing model in the case of options and compensation warrants. In determining the fair value of restricted share units (“RSU’s”) granted to employees and directors, the Company recogn --- izes an expense over the vesting period of the RSU’s equal to the fair value at the grant date based on the closing market price of the Company’s common shares on the TSX Venture Exchange and an estimate of the number of RSU’s expected to vest. The value of options, RSU’s and compensation warrants calculated is not necessarily the value that the holder of the options, RSU’s or compensation warrants could receive in an arm’s length transaction, given that there is no market for the options, RSU’s, or compensation warrants and they are not transferable. Similar calculations are made in estimating the fair value of the warrant component of an equity unit. The assumptions used in these calculations are inherently uncertain. Changes in these assumptions could materially affect the related fair value estimates. The Company’s material accounting policies are outlined in Note 3 to the Company’s audited consolidated financial statements for the year ended December 31, 2024, and have been applied consistently in these unaudited condensed interim consolidated financial statements. Accounting Standards Issued but not yet Effective. Certain new accounting standards and interpretations have been published that are not mandatory for the current year and have not been early adopted. The Company is reviewing the new standards but does not expect their future adoption to have a material impact on the Company in the current or future reporting years. The new standards are as follows: IFRS 18 - Presentation and Disclosure in Financial Statements Issued in April 2024, IFRS 18 replaces IAS 1 and introduces significant changes to the presentation of financial statements to enhance comparability across entities. The key requirements of the standard include: • Separate reporting of operating, investing, and financing activities in the statement of earnings, with prescribed subtotals for each category. • Disclosure of management-defined performance measures in a dedicated note within the financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, with retrospective application required. The Company intends to assess the impact of IFRS 18 on its consolidated financial statements closer to the effective date. IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments Amendments to IFRS 9 and IFRS 7, issued in May 2024, clarify the derecognition of financial liabilities upon settlement and provide new guidance on financial assets with environmental, social, and governance (“ESG”) features. These amendments also introduce additional disclosure requirements for financial instruments with contingent features and equity instruments measured at Fair Value Through Other Comprehensive Income (“FVTOCI”). The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with early adoption permitted, including selective early adoption of contingent feature amendments. The Company intends to assess the impact of IFRS 9 and IFRS 7 on its consolidated financial statements closer to the effective date. Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 9 4. SHARE CAPITAL AND RESERVES Share Capital Authorized: Unlimited common shares Issued: The following table sets out the changes in common shares during the --- periods: Note # $ Balance, December 31, 2023 44,570,575 15,010,430 Exercise of warrants (i) 925,000 646,253 Exercise of Finder’s Options (ii) 14,000 12,884 Exercise of Finder’s Options (iii) 507,800 467,160 Balance, December 31, 2024 46,017,375 16,136,727 Exercise of common share purchase options (iv) 214,408 37,174 Exercise of common share purchase options (v) 75,107 39,807 Common shares issued for private placement (vi) 5,529,066 3,698,456 Balance, September 30, 2025 51,835,956 19,912,164 (i) During the year ended December 31, 2024, 925,000 common share purchase warrants were exercised at $0.50 per share for proceeds of $462,500. The fair value of $183,753 was transferred from reserves to share capital upon exercise. (ii) On August 29, 2024, 14,000 Finder’s Options were exercised for $0.50 per share for proceeds of $7,000. The fair value of $5,884 was transferred from reserves to share capital upon exercise. (iii) On November 18, 2024, 507,800 Finder’s Options were exercised for $0.50 per share for proceeds of $253,900. The fair value of $213,260 was transferred from reserves to share capital upon exercise. (iv) On March 31, 2025, 214,408 common shares were issued to consultants pursuant to the cashless exercise of 300,000 common share purchase options exercisable at $0.20. The fair value of $37,174 was transferred from reserves to share capital upon the cashless exercise. (v) On March 31, 2025, 75,107 common shares were issued to consultants pursuant to the cashless exercise of 150,000 common share purchase options exercisable at $0.35. The fair value of $39,807 was transferred from reserves to share capital upon the cashless exercise. (vi) On July 30, 2025, the Company closed a non-brokered private placement and issued an aggregate 5,529,066 common shares at $0.75 per common share for gross proceeds of $4,146,800. In connection with the private placement, the Company paid $68,784 in direct costs, paid cash Finder’s fees of $266,406 and issued 353,208 Finder's Options with an estimated fair value of $113,154. Escrow Securities Capital Pool Company (“CPC”) Escrow An aggregate of 2,775,000 common shares were held in escrow in accordance with the CPC Policy of the TSXV and were released as to 10% immediately following the issuance of the Final TSXV Bulletin dated April 11, 2022 (the “Bulletin”) and as to 15% every six months thereafter. At September 30, 2025, no common shares were held in escrow (December 31, 2024: 352,500 common shares). Value Security Escrow In addition to the CPC Escrowed common shares, a further 10,737,869 common shares were held in escrow after giving effect to the reserve takeover transaction with Rozdil Capital Corporation and were released as to 10% on the date of the Bulletin and as to 15% every six months thereafter. At September 30, 2025, no common shares were held in escrow (December 31, 2024: 1,610,681 common shares). Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 10 Weighted Average Shares Outstanding The following table summarizes the weighted average shares outstanding: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Weighted Average Shares Outstanding, basic and diluted 50,093,098 45,500,652 47,488,444 45,229,104 The effects of any potential dilutive instruments on loss per share are anti-dilutiv --- e and therefore have been excluded from the calculation of diluted loss per share. Omnibus Equity Incentive Plan The Company established a stock option plan under which the Company may grant common share purchase options from time to time to acquire up to a fixed 20% of the outstanding common shares as of August 15, 2022, or 5,648,535 (the “Plan”). On September 3, 2024, the shareholders of the Company approved an Omnibus Equity Incentive Plan (the “2024 Plan”) for its directors, officers, employees and consultants (the “Participants”) that amends and restates all predecessor Plans in their entirety. The maximum aggregate number of common shares that may be available and reserved for issuance, at any time, under the 2024 Plan, is fixed at 20% of the outstanding common shares as of July 15, 2024, or 9,099,095 shares. Under the 2024 Plan the exercise price of each award granted shall be at the discretion of Company’s Board of Directors, however, the exercise price per share shall be not less than the fair market value of the Company’s common shares on the date of grant and for a maximum term of ten years. The maximum aggregate number of common shares issuable pursuant to awards granted to any one Participant in any twelve-month period must not exceed 5% of the Company’s issued and outstanding common shares. The maximum aggregate number of common shares that are issuable pursuant to all awards granted or issued in any 12 month period to insiders (as a group) must not exceed 10% of the issued and outstanding common shares. Any award granted or issued to any Participant will expire upon termination of participant’s services or in any event no later twelve months following the date the Participant ceases to be an eligible Participant. For the nine months ended September 30, 2025, the Company recorded stock based compensation expense of $641,700 (September 30, 2024: $183,549) (Note 8). The following table is a summary of the status of the Company’s common share purchase options and changes during the period: Number Weighted Average Note of Options Exercise Price $ Balance, December 31, 2023 3,100,000 0.39 Common share purchase options granted (i) 325,000 0.75 Common share purchase options granted (ii) 100,000 0.70 Balance, December 31, 2024 3,525,000 0.43 Common share purchase options granted (iii) 100,000 0.64 Common share purchase options exercised (300,000) 0.20 Common share purchase options exercised (150,000) 0.35 Common share purchase options expired (iv) (50,000) 0.35 Common share purchase options granted (v) 450,000 0.73 Common share purchase options granted (vi) 400,000 0.77 Common share purchase options granted (vii) 150,000 0.75 Balance September 30, 2025 4,125,000 0.53 Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 11 (i) On January 15, 2024, the Company granted 325,000 common share purchase options exercisable at $0.75 per share until January 15, 2029, to consultants of the Company. The common share purchase options vest 25% on each of June 30, 2024, December 31, 2024, June 30, 2025, and December 31, 2025. The fair value of the common share purchase options was estimated on the date of issue using the Black- Scholes option pricing model with the following assumptions: share price of $0.75, dividend yield 0%, risk- free interest rate of 4.17%, expected volatility of 77.85% and a --- n expected life of five years. The fair value attributed to these common share purchase options was $159,661. (ii) On October 1, 2024, the Company granted 100,000 common shares purchase options exercisable at $0.70 per share until October 1, 2027, to a consultant of the Company. The common share purchase options vest 50% on April 1, 2025, and 25% on each of July 1, 2025, and October 1, 2025. The fair value of the common share purchase options was estimated on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price of $0.67, dividend yield 0%, risk-free interest rate of 3%, expected volatility of 80.58% and an expected life of three years. The fair value attributed to these common share purchase options was $35,224. (iii) On February 15, 2025, the Company granted 100,000 common shares purchase options exercisable at $0.64 per share until February 15, 2028, to a consultant of the Company. The common share purchase options vest 25% on each of May 15, 2025, August 15, 2025, November 15, 2025, and February 15, 2026. The fair value of the common share purchase options was estimated on the date of issue using the Black- Scholes option pricing model with the following assumptions: share price of $0.64 dividend yield 0%, risk- free interest rate of 2.71%, expected volatility of 80.54% and an expected life of three years. The fair value attributed to these common share purchase options was $34,179. (iv) On March 31, 2025, 50,000 common share purchase options with an estimated fair value of $13,221 expired unexercised. (v) On May 23, 2025, the Company granted 450,000 common shares purchase options exercisable at $0.73 per share until May 23, 2028, to consultants of the Company. The common share purchase options vest 25% on each of August 23, 2025, November 23, 2025, February 23, 2026, and May 23, 2026. The fair value of the common share purchase options was estimated on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price of $0.73 dividend yield 0%, risk-free interest rate of 2.73%, expected volatility of 63.28% and an expected life of three years. The fair value attributed to these common share purchase options was $144,616. (vi) On June 11, 2025, the Company granted 400,000 common shares purchase options exercisable at $0.77 per share until June 11, 2030, to directors of the Company. The common share purchase options vest 25% on each of December 11, 2025, June 11, 2026, December 11, 2026, and June 11, 2027. The fair value of the common share purchase options was estimated on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price of $0.77 dividend yield 0%, risk-free interest rate of 2.93%, expected volatility of 94.12% and an expected life of five years. The fair value attributed to these common share purchase options was $224,334. (vii) On September 10, 2025, the Company granted 150,000 common shares purchase options exercisable at $0.75 per share until September 10, 2030, to directors of the Company. The common share purchase options vest 25% on each of March 10, 2026, September 10, 2026, March 10, 2027 and September 10, 2027. The fair value of the common share purchase options was estimated on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price of $0.74 dividend yield 0%, risk-free interest rate of 2.75%, expected volatility of 90.57% --- and an expected life of five years. The fair value attributed to these common share purchase options was $79,559. Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 12 Finder’s Options The following table is a summary of the status of the Company’s Finder’s Options and changes during the period: Number Weighted Average Note of Finder’s Options Exercise Price $ Balance, December 31, 2023 1,085,082 0.59 Finder’s options exercised (521,800) 0.50 Finder’s options expired (i) (153,700) 0.50 Balance, December 31, 2024 409,582 0.75 Finder’ options granted (ii) 353,138 0.75 Balance, September 30, 2025 762,720 0.75 (i) On November 18, 2024, 153,700 Finder’s Options with an estimated fair value of $64,545 expired unexercised. (ii) In connection with the July 30, 2025, non-brokered private placement, the Company issued 353,138 Finder’s Options. Each Finder’s Options is exercisable into one (1) common share at a price of $0.75 per common shares until July 30, 2027. The fair value of the Finder’s Options was estimated on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price of $0.82, dividend yield 0%, discount rate 2.79%, expected volatility 62.71%, forfeiture rate 0% and expected life of two years. The fair value attributed to the Finder’s Options was $113,154. The following tables are a summary of the Company's common share purchase options and Finder’s Options outstanding and exercisable as at September 30, 2025, and December 31, 2024, respectively: Expiry Date Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Number of Options Outstanding Number of Options Vested (Exercisable) March 31, 2032 $0.35 6.76 1,950,000 1,950,000 August 31, 2032 $0.50 7.18 150,000 150,000 December 8, 2032 $0.60 7.45 450,000 450,000 October 31, 2028 $0.80 3.34 50,000 50,000 December 15, 2025 $0.75 0.46 228,247 228,247 December 19, 2025 $0.75 0.47 181,335 181,335 January 15, 2029 $0.75 3.55 325,000 243,750 October 1, 2027 $0.70 2.25 100,000 75,000 February 15, 2028 $0.64 2.63 100,000 50,000 May 23, 2028 $0.73 2.90 450,000 112,500 June 11, 2030 $0.77 2.95 400,000 - July 30, 2027 $0.75 1.83 353,138 353,138 September 10, 2030 $0.75 4.95 150,000 - As at September 30, 2025 $0.57 4.74 4,887,720 3,843,970 Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 13 Expiry Date Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Number of Options Outstanding Number of Options Vested (Exercisable) March 31, 2025 $0.20 0.25 300,000 300,000 March 31, 2032 $0.35 7.25 1,950,000 1,950,000 March 31, 2025 $0.35 0.25 200,000 200,000 August 31, 2032 $0.50 7.67 150,000 150,000 December 8, 2032 $0.60 7.94 450,000 450,000 October 31, 2028 $0.80 3.84 50,000 50,000 December 15, 2025 $0.75 0.96 228,247 228,247 December 19, 2025 $0.75 0.97 181,335 181,335 January 15, 2029 $0.75 4.04 325,000 162,500 October 1, 2027 $0.70 2.75 100,000 - As at December 31, 2024 $0.46 5.38 3,934,582 3,672,082 Restricted Share Units The following table is a summary of the status of the Company’s RSU’s and changes during the periods set out: Weighted Average Note Number of RSU’s Grant Date Fair Value $ Bala --- nce, December 31, 2023 - - Restricted share units granted (i) 1,000,000 0.68 Balance, September 30, 2025, and December 31, 2024 1,000,000 0.68 (i) On September 26, 2024, the Company granted 1,000,000 RSU’s to the Chief Financial Officer of the Company. The RSU’s vest 50% on each on January 15, 2026, and January 15, 2027. Upon vesting, each RSU will entitle the holder to exchange it for one common share of the Company. The Company estimated the fair value of the RSU’s of $680,000 based on the market price of the underlying common shares on the date of grant. 5. RELATED PARTY TRANSACTIONS The following transactions with individuals related to the Company arose in the normal course of business have been accounted for at the amount agreed to by the related parties. Compensation of Key Management Personnel The remuneration of directors and other members of key management personnel during the reporting periods were as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Salaries and consulting fees (i) $155,616 $148,603 $464,130 $443,061 Stock based compensation (ii) 182,133 10,591 444,526 59,408 Director fees (iii) 26,173 25,766 77,149 74,713 Total $363,922 $184,960 $985,805 $577,182 (i) Salaries and consulting fees paid or accrued to the Company’s CEO and CFO, respectively. (ii) Stock based compensation recorded on stock options and RSU’s granted to the Company’s directors and officers. (iii) Director fees paid or accrued to directors of the Company. Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 14 As of September 30, 2025, included in accounts payable and accrued liabilities was director fees of $8,530 (December 31, 2024: $Nil). 6. CAPITAL MANAGEMENT The capital managed by the Company includes the components of shareholders’ equity as described in the unaudited condensed interim consolidated statements of changes in shareholders’ equity. The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s capital management for the nine months ended September 30, 2025. The Company’s objectives of capital management are to create long-term value and economic returns for its shareholders. It does this by seeking to maximize its resources to fund the growth and development of its business, and to support the working capital required to maintain its ability to continue as a going concern. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its assets by seeking to limit shareholder dilution and optimize its cost of capital while maintaining an acceptable level of risk. In order to maintain or adjust its capital structure, the Company considers all sources of financing reasonably available to it, including but not limited to the issuance of new capital, the issuance of new debt, the receipt of government grants and the sale of assets in whole or in part. 7. FINANCIAL RISK MANAGEMENT The Company is exposed in varying degrees to a variety of financial instrument related risks. Credit Risk Credit risk is primarily related to the Company’s receivables and cash and cash equivalents and the risk of financial loss if a counterparty to a financial instrument fails to meet its contractual obligations. At Septem --- ber 30, 2025, accounts receivable was $68,123 of which $68,123 was Goods and Services Tax (December 31, 2024: $87,928 of which $82,290 was Goods and Services Tax). The Company’s maximum exposure to credit risk is as follows: September 30, 2025 December 31, 2024 Cash and cash equivalents $3,502,183 $3,847,864 Account receivable - 5,638 $3,502,183 $3,853,502 Currency Risk The Company holds financial instruments denominated in CAD, USD, AUD and Euros that may differ from the functional currency of the entity in which the financial instrument resides in. A significant change in the currency exchange rates between the currency of the financial instrument and the functional currency of the Company could have a material effect on the Company’s financial instruments. As at September 30, 2025, a 5% fluctuation in foreign exchange rates would have an impact of approximately $10,903, in the Company’s unaudited condensed interim consolidated statement of operations and other comprehensive loss (September 30, 2024: $11,375). Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 15 Interest Rate Risk The Company’s exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. The fair value of the Company’s cash accounts is relatively unaffected by changes in short term interest rates. The income earned on certain bank accounts is subject to the movements in interest rates. Currently, this risk will have an immaterial effect on operations. 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’s main source of cash resources has been equity financings and grants. The Company’s financial obligations are limited to its current liabilities which have contractual maturities of less than one year. The Company manages liquidity risk as part of its overall “Management of Capital”. The following tables illustrate the contractual maturities of financial liabilities as at September 30, 2025, and December 31, 2024, respectively: September 30, 2025 Payments Due by Year $ Total Less than 1 year 1-3 years 4-5 years After 5 years Accounts payable and accrued liabilities 1,471,940 1,471,940 - - - Total 1,471,940 1,471,940 - - December 31, 2024 Payments Due by Year $ Total Less than 1 year 1-3 years 4-5 years After 5 years Accounts payable and accrued liabilities 557,876 557,876 - - - Total 557,876 557,876 - - - Fair Value Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and • Level 3 – Inputs that are not based on observable market data. As of September 30, 2025, and December 31, 2024, cash and cash equivalents are recorded at fair value under level 1 within the fair value hierarchy. Management believes that the recorded values of accounts receivable and accounts payable and accrued liabilities, approximate their current fair values because of their nature and anticipated short t --- erm settlement dates. Thiogenesis Therapeutics, Corp. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2025, and 2024 (Expressed in Canadian Dollars) 16 8. EXPENSES BY NATURE The Company presents operating expenses by function. Certain comparative figures below have been re- classified to conform with the current period presentation. The following tables present a breakdown of research and development costs and general and administrative costs for the periods set out: For the Three Months Ended For the Nine Months Ended September 30, September 30, Research and development expenses 2025 2024 2025 2024 Clinical materials $625,399 $145,775 $1,611,262 $487,808 Clinical trial expenses 999,902 116,932 2,153,136 394,374 Preclinical studies - 83 48,086 62,784 Patent legal expenses 69,712 30,269 90,184 103,526 Consulting - 11 - 7,958 Regulatory expenses 59,328 12,385 147,940 82,244 Salaries and wages 81,022 79,647 246,239 238,932 Stock based compensation 65,988 3,399 171,051 26,570 Travel 21,221 16,310 34,234 40,647 Total research and development $1,922,572 $404,857 $4,502,132 $1,444,844 For the Three Months Ended For the Nine Months Ended September 30, September 30, General and administrative expenses 2025 2024 2025 2024 Professional fees $40,288 $91,956 $108,624 $169,945 General and office 8,508 4,968 38,437 43,761 Stock based compensation 231,675 33,574 470,649 156,979 Consulting fees 74,595 68,956 217,892 204,129 Director fees 26,173 25,766 77,149 74,713 Public company expenses 23,947 17,327 79,128 43,164 Travel 8,904 20,000 19,591 91,581 Investor relations 57,750 10,378 150,708 33,700 Total general and administrative $471,840 $272,925 $1,162,178 $817,972