SEDAR Interim Financial Statements

MARTINA MINERALS CORP. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED - EXPRESSED IN UNITED STATES DOLLARS) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 ______________________________________________________ Notice to Reader Issued by Management Under National Instrument 51-102, Part 4, Subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice to this effect. The accompanying unaudited condensed interim consolidated financial statements have been prepared and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of the unaudited condensed interim consolidated financial statements. December 1st, 2025 _______________________________________________________________________________ 2 MARTINA MINERALS CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2025 AND JUNE 30, 2025 (UNAUDITED - EXPRESSED IN UNITED STATES DOLLARS) Nature of operations and going concern (Note 1) Related party transactions (Note 7) Subsequent events (Note 10) On behalf of the Board: "Dylan W.Z. Su” "Ungad Chadda" The accompanying notes are an integral part of these condensed interim consolidated financial statements. September 30, 2025 June 30, 2025 $ $ ASSETS Current Cash - 118 Prepaid expenses - 1,858 Sales tax receivable 3,302 1,528 Total assets 3,302 3,504 LIABILITIES Current Accounts payable and accrued liabilities (Note 7) 687,769 692,243 Loans payable (Note 8) 945,068 940,505 Total liabilities 1,632,837 1,632,748 SHAREHOLDERS' DEFICIENCY Share capital (Note 9) 16,283,660 16,283,660 Accumulated other comprehensive income 13,494 13,494 Accumulated deficit (17,926,689) (17,926,398) Total shareholders' deficiency (1,629,535) (1,629,244) Total liabilities and shareholders' deficiency 3,302 3,504 3 MARTINA MINERALS CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED - EXPRESSED IN UNITED STATES DOLLARS) The accompanying notes are an integral part of these condensed interim consolidated financial statements. September 30, 2025 September 30, 2024 $ $ Expenses Professional and consulting fees (Note 7) 11,981 1,906 Foreign exchange loss (gain) (20,371) 10,482 Transfer agent and filing fees 7,493 1,614 Administration fees 661 126 Interest on loans (Note 8) 527 369 291 14,497 (291) (14,497) Net loss per share - basic and diluted (0.00) (0.00) 18,226,721 9,163,721 Net loss and comprehensive loss for the period Weighted average number of outstanding common shares - basic and diluted 4 MARTINA MINERALS CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED - EXPRESSED IN UNITED STATES DOLLARS) Non-cash transactions affecting cash flows from investing and financing activities: During the three months ended September 30, 2025 and 2024, there were no non-cash transactions affecting cash flows from investing and financing activities. The accompanying notes are an integral part of these condensed interim consolidated financial statements. 2025 2024 $ $ Operating activities Net loss for the period (291) (14,497) Adjusted for non-cash items: Accrued interest 527 369 Foreign exchange (8,911) 1,266 Changes in non-cash working capital items: Sales tax receivable (1,774) (922) Prepaid expenses 1,858 - A --- ccounts payable and accrued liabilities (4,474) 8,506 Net cash used in operating activities (13,065) (5,278) Financing activities Repayments of loans payable - - Proceeds from loans payable 12,512 - Net proceeds from financing activities 12,512 - Net decrease in cash (553) (5,278) Cash, beginning of period 553 5,831 Cash, end of period - 553 Cash (paid) received for: Interest - - Taxes - - 5 MARTINA MINERALS CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED - EXPRESSED IN UNITED STATES DOLLARS) The accompanying notes are an integral part of these condensed interim consolidated financial statements. Number of Common Shares Share Capital Accumulated other comprehensive income Accumulated Deficit Total # $ $ $ $ Balance, June 30, 2024 9,163,721 15,834,096 13,494 (17,645,126) (1,797,536) Net loss for the period - - - (14,497) (14,497) Balance, September 30, 2024 9,163,721 15,834,096 13,494 (17,659,623) (1,812,033) Balance, June 30, 2025 18,226,721 16,283,660 13,494 (17,926,398) (1,629,244) Net loss for the period - - - (291) (291) Balance, September 30, 2025 18,226,721 16,283,660 13,494 (17,926,689) (1,629,535) MARTINA MINERALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended September 30, 2025 and 2024 (Unaudited - Expressed in United States Dollars) 6 1. NATURE OF OPERATIONS AND GOING CONCERN Martina Minerals Corp. (the “Company” or “Martina”) is a publicly traded company whose common shares on the TSX-Venture Exchange, NEX Board. On July 21, 2025, the Company filed articles of amendments to change the name of the Company to Solis Capital Worldwide Holdings Inc. The change in Company name is pending exchange approval. On October 30, 2025, subsequent to the reporting period, the Company entered into a definitive business combination agreement to acquire all of the issued and outstanding securities of 7303 Warden Inc. through an amalgamation transaction. In connection with the Transaction, the Company intends to change its business classification from a mining issuer to an investment issuer, subject to regulatory approval (Note 10). The Company operates from its headquarters in Ontario, Canada. The address of the registered office of Martina Minerals Corp. is 1800 – 130 King St. West, Toronto ON M5X 1E3. These condensed interim consolidated financial statements of the Company as at and for the three months ended September 30, 2025 were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on December 1st, 2025. These condensed interim consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. The Company has recorded significant losses and net cash outflows from operations since its incorporation. The Company had a net loss of $291 during the three months ended September 30, 2025 as compared to a net loss of $14,497 during the three months ended September 30, 2024. The Company had an accumulated deficit of $17,926,689 as at September 30, 2025 (June 30, 2025 – $17,926,398). As at September 30, 2025, the Company had a working capital deficiency of $1,629,535 (June 30, 2025 – $1,629,244). The Company requires additional funds to continue its operations and intends to raise such funds throu --- gh equity or debt financing. There can be no assurance that such financing will be available on acceptable terms or at all. These conditions create material uncertainty that cast significant doubt about the Company's ability to continue as a going concern. In case the Company is unable to raise additional funds, the going concern assumption will not be valid. These condensed interim consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. These adjustments could be material. 2. BASIS OF PRESENTATION These condensed interim consolidated financial statements of the Company and its subsidiaries were prepared using accounting policies in accordance with IFRS and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting. MARTINA MINERALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended September 30, 2025 and 2024 (Unaudited - Expressed in United States Dollars) 7 2. BASIS OF PRESENTATION (continued) These condensed interim consolidated financial statements do not contain all disclosures required by IFRS and accordingly should be read in conjunction with the Company’s annual consolidated financial statements for the year ended June 30, 2025. The condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments that have been measured at fair value. The condensed interim consolidated financial statements are presented in United States dollars which is the functional currency of the Company and its subsidiary. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. Use of Estimates and Judgements The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Areas where estimates are significant to the condensed interim consolidated financial statements are disclosed in Note 4 of the annual audited consolidated financial statements for the year ended June 30, 2025. 3. MATERIAL ACCOUNTING POLICY INFORMATION These condensed interim consolidated financial statements have been prepared using the same material accounting policy information, critical accounting judgments and estimates, and methods of computation as the annual consolidated financial statements of the Company as at and for the year ended June 30, 2025, as described in Note 3, and Note 4 of those annual audited consolidated financial statements. New standards not yet adopted and interpretations issued but not yet effective. No new standards have been adopted that have a significant impact on the Company’s condensed interim consolidated financial statements. 4. CRITICAL JUDGMENTS AND ACCOUNTING ESTIMATES The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in these c --- ondensed interim consolidated financial statements are: Estimates Share-based payment transactions The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, volatility, forfeiture rate and dividend yield of the share option. MARTINA MINERALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended September 30, 2025 and 2024 (Unaudited - Expressed in United States Dollars) 8 4. CRITICAL JUDGMENTS AND ACCOUNTING ESTIMATES (continued) Recovery of deferred tax assets The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income, which in turn is dependent upon the successful execution of the Company’s business plan. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected. Judgments Functional currency determination The functional currency for the Company and its subsidiary is the currency of the primary economic environment in which the entity operates. Determination of functional currency is conducted through an analysis of the consideration factors identified in IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ and may involve certain judgments to determine the primary economic environment. The Company reconsiders the functional currency of its entities if there is a change in events and conditions which determine the primary economic environment. Significant changes to those underlying factors could cause a change to the functional currency. Going concern The preparation of these condensed interim consolidated financial statements requires management to make judgements regarding the going concern of the Company, as disclosed in Note 1. MARTINA MINERALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended September 30, 2025 and 2024 (Unaudited - Expressed in United States Dollars) 9 5. CAPITAL RISK MANAGEMENT The Company manages its capital with the following objectives: • to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and • to maximize shareholder return through enhancing the share value. The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital st --- ructure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis. The Company considers its capital to be shareholders' deficiency, which comprises share capital, reserves, accumulated other comprehensive income and accumulated deficit, which at September 30, 2025 totaled $1,629,535 (June 30, 2025 – $1,629,244). The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on activities related to its mineral properties. The Company’s capital management objectives, policies and processes have remained unchanged during the three months ended September 30, 2025. The Company is not subject to any externally imposed restrictions on capital. 6. FINANCIAL RISK MANAGEMENT Financial risk The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, foreign currency risk and commodity and equity price risk). Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management. There were no changes to credit risk, liquidity risk or market risk for the three months ended September 30, 2025. (i) Credit risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash. Cash is held with select major chartered banks, from which management believes the risk of loss to be minimal. MARTINA MINERALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended September 30, 2025 and 2024 (Unaudited - Expressed in United States Dollars) 10 6. FINANCIAL RISK MANAGEMENT (continued) (ii) Liquidity risk Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flow primarily from its financing activities. In addition, the Company requires authorization for expenditures on projects to assist with the management of capital. The Company’s current financial liabilities comprise amounts payable and loans payable, which are due within 12 months. It is expected the Company will be funded by loans payable, related party loans and/or private placements until the Company finds an asset or business to incorporate into the Company. (iii) Market risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. (iv) Interest rate risk The Company is subject to interest rate on two of its loans payable. The interest rates on these loans payable is subject to a fixed rate of 10% and 7.50% per annum and as such, the Company’s current exposure to interest rate risk is minimal. (v) Foreign currency risk The Company is expo --- sed to foreign currency risk from fluctuations in foreign exchange rates and the degree of volatility in these rates due to the timing of their accounts payable balances. The risk is mitigated by timely payment of creditors and monitoring of foreign exchange fluctuations by management. As at June 30, 2025, the Company did not use derivative instruments to hedge its exposure to foreign currency risk. Management does not hedge its foreign exchange risk. (vi) Commodity and equity price risk The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, and the stock market to determine the appropriate course of action to be taken by the Company. MARTINA MINERALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended September 30, 2025 and 2024 (Unaudited - Expressed in United States Dollars) 11 7. RELATED PARTY TRANSACTIONS In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. Remuneration of Directors and key management personnel of the Company was as follows: a) During the three months ended September 30, 2025, the compensation of key management personnel, comprised of executive officers and directors, amounted to $nil (September 30, 2024 – $nil); b) As at September 30, 2025, the Company had accounts payables and accrued liabilities due to current and past directors and officers of the Company and companies with common directors in the amount of $626,601 (CDN $872,338) (June 30, 2025 – $639,424 (CDN $872,338)); c) The Company has loans payables owing to related parties in the amount of $149,921 (CDN $208,716) (June 30, 2025 - $152,989 (CDN $208,716)), as disclosed in Note 8 as at September 30, 2025; d) During the year ended June 30, 2025, the Company had debt assignments in the amount of CDN $597,149, of which 16,454 (CDN $22,948) were assigned from non-arms’ length parties. Of the debt assignments, $322,299 (CDN $449,511) were assigned to non-arm’s length parties, of which $172,650 (CDN $240,794) was settled as part of a debt settlement for shares transaction (Note 8); e) The Company had a revolving promissory note with the chief executive officer of the Company in the amount of $21,051 (CDN $29,307) (June 30, 2025 – $8,687 (CDN $11,852). The promissory note is unsecured, bears interest at 7.5% per annum, with no set terms of repayment; and f) The Company had loans payable owing Hanna Capital Corp., a company related by virtue of common officer and director, in the amount of $53,472 (CDN $73,189) as at June 30, 2024. This amount was assigned during the year ended June 30, 2025 and is no longer payable as detailed in Note 8. MARTINA MINERALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended September 30, 2025 and 2024 (Unaudited - Expressed in United States Dollars) 12 8. LOANS PAYABLE September 30, 2025 June 30, 2025 Loan from Casala Limited ("Casala") $ 178,888 $ 182,549 Loan from Spread Trustee Company Limited ("Spread") 524,862 524,862 Loan from Napier Holdings Services Limited ("Napier") 20,603 20,656 Loan from Charles de Chezelles (“ --- Charles”) 1,094 1,117 Loan from debt assignees (“Debt Assignees”) 198,570 202,634 Loan from Dylan Su (“Dylan Su”) 21,051 8,687 Loan from Hanna Capital Corp. (“Hanna”) - - Loan from Damerin Limited (“Damerin”) - - $ 945,068 $ 940,505 • The Company had an outstanding loan with Casala in the amount of $524,862 as at June 30, 2024. The loan is unsecured, non-interest bearing, with no set terms of repayment. On January 22, 2025, Casala entered into debt assignment agreements with six debt assignees, of which, $341,716 (CDN $491,012) of the Casala loan was assigned, as noted below. As at September 30, 2025, the outstanding balance of the Casala loan amounted to $178,888 (CDN 249,043) (June 30, 2025 – $182,549). This loan is unsecured, non-interest bearing, with no set terms of repayment; • The Company had an outstanding loan with Spread in the amount of $524,862 as at September 30, 2025 and year ended June 30, 2025. This loan is unsecured, non-interest bearing, with no set terms of repayment; • The Company had an outstanding loan with Napier. The amount is unsecured, bears interest at 10% per annum and is due on demand. The balance, including accrued interest, amounted to $20,603 (CDN $28,684) (June 30, 2025 – $20,656 (CDN $28,180)). During the three months ended September 30, 2025, the Company accrued interest on its outstanding loan to Napier in the amount of $365 (CDN $503) (September 30, 2024 – $373 (CDN $503)); • The Company had an outstanding loan with Charles in the amount of $1,094 (CDN $1,523) (June 30, 2025 – $1,117 (CDN $1,523)). This loan is unsecured, non-interest bearing, with no set terms of repayment; • The Company had loans owing to the chief executive officer of the Company, Dylan Su, in the amount of $21,051 (CDN $29,307). This amount is unsecured, bears interest at 7.50% per annum, with no set terms of repayment. Interest expense in relation to this loan amounted to $162 (CDN $222) during the three months ended September 30, 2025 (September 30, 2024 - $nil); • The Company had loans payable owing to Hanna Capital Corp., a company related by virtue of common officer and director, in the amount of $53,472 (CDN $73,189) as at June 30, 2024, inclusive of repayments made in the amount of $877 (CDN $1,200). On January 22, 2025, Hanna entered into a debt assignment agreement for the total amount of the loan, as noted below. The loan payable from Hanna was to a related party by virtue of common officer and director; • During the year ended June 30, 2024, the Company received advances from Damerin in the amount of $16,766 (CDN $22,948). The advances from Damerin were unsecured, non-interest bearing with no set terms of repayment. On January 22, 2025, Damerin entered into a debt assignment agreement for the total amount of the loan, as noted below; and MARTINA MINERALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended September 30, 2025 and 2024 (Unaudited - Expressed in United States Dollars) 13 8. LOANS PAYABLE (continued) • During the year ended June 30, 2025, the Company’s creditors, Casala, Hanna, and Damerin, entered into debt assignment agreements with six debt assignees (“Debt Assignees”) for an aggregate assigned debt amounted of CDN $597,149. These amounts are unsecured, non-interest bearing, with no set terms of repayment. The Company subsequently entered into debt settlements for the assigned debt amount to settle an aggregate amount of $224,333(CDN $320,705) through the iss --- uance of an aggregate of 9,163,000 common shares of the Company at a price of CDN $0.035 per common share (the “Debt Settlement”). The market value of the common shares issued on the date of the Debt Settlement amounted to CDN $0.07 per common share, resulting in a loss on settlement of debt in the amount of $229,945. As at June 30, 2025, $202,634 of the assigned debt amount is outstanding to the Debt Assignees of which part of the remaining debt was determined to be owing to related parties (Note 7). 9. SHARE CAPITAL a) Authorized share capital The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid. b) Common shares issued The Company did not have any share capital transactions during the three months ended September 30, 2025. The Company’s share capital transactions during the year ended June 30, 2025 were as follows: • On January 24, 2025, the Company’s transfer agent processed an administrative correction related to a previously recorded share issuance. As a result, 100,000 common shares were removed from the register of issued and outstanding shares. No consideration was paid or received by the Company in connection with this correction. The adjustment reflects a reconciliation of transfer agent records and did not represent a repurchase, redemption, or cancellation initiated by the Company. Accordingly, the transaction had no impact on the Company’s share capital balance, contributed surplus, or retained earnings, and is presented as a share count adjustment only in the consolidated statement of changes in shareholders’ deficiency; and • On March 26, 2025, the Company entered into debt settlements for an aggregate amount of $224,333 (CDN $320,705) through the issuance of an aggregate of 9,163,000 common shares of the Company at a deemed price of CDN $0.07 per common share (Note 8). The market value of the common shares issued on the date of the debt settlement amounted to CDN $0.07 per common share, for an aggregate of $449,564 (CDN $681,410), resulting in a loss on settlement of debt in the amount of $229,945. MARTINA MINERALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended September 30, 2025 and 2024 (Unaudited - Expressed in United States Dollars) 14 10. SUBSEQUENT EVENTS On October 30, 2025, the Company entered into a definitive business combination agreement (the “Business Combination Agreement”) with 7303 Warden Inc. (“7303”), a private Ontario corporation focused on real estate and related investments. Pursuant to the Business Combination Agreement, the Company’s wholly- owned subsidiary, 1001380488 Ontario Inc. (“Subco”), will amalgamate with 7303 to acquire all of the issued and outstanding securities of 7303 (the “Transaction”). As consideration for the Transaction, each issued and outstanding common share of 7303 will be exchanged for 1,250,000 common shares of the Company, at a deemed price of $0.10 per 7303 common share, resulting in the issuance of 500,000,000 common shares to the shareholders of 7303 upon closing. In conjunction with the Transaction: • 7303 intends to complete a non-brokered private placement (the “Financing”) of 50,000,000 units at a price of $0.10 per unit for gross proceeds of $5,000,000. Each unit consists of one common share and one-half of one share purchase warrant, with each whole warrant exercisable at $0.25 for 36 months following closing. Th --- e securities issuable under the Financing will be exchanged for equivalent securities of the Company upon completion of the Transaction; • a finder’s fee of 2,750,000 common shares will be payable to an arm’s length party upon closing; • the Company intends to complete a change of business (“COB”) from a mining issuer to an investment issuer; and • the Company has filed articles of amendment to change its name to “Solis Capital Worldwide Holdings Inc.”, which name change will take effect upon final approval of the Transaction by the TSXV, as disclosed in Note 1. Upon completion of the Transaction, the Financing and the related debt conversion, the current shareholders of the Company are expected to hold approximately 3.16% of the outstanding common shares, the shareholders of 7303 approximately 86.15%, and investors in the Financing approximately 8.62%, which is expected to result in a change in control of the Company and significant dilution to existing shareholders. The Transaction constitutes a related party transaction as the Company’s chief executive officer and a director is also a shareholder, director and officer of 7303. Completion of the Transaction, the Financing, the COB, the related party debt conversion and the name change is subject to the receipt of all necessary shareholder, regulatory and TSXV approvals and the satisfaction of other customary closing conditions. The Company and 7303 currently anticipate closing the Transaction in the first quarter of 2026. As the Transaction and related matters had not closed as at September 30, 2025 and remain subject to significant closing conditions, no adjustments have been recorded in these condensed interim consolidated financial statements. At this time, it is not practicable to reliably estimate the full financial impact of the Transaction on the Company’s condensed interim consolidated financial statements.