SEDAR Interim Financial Statements

Gemina Laboratories Ltd. Condensed Interim Consolidated Financial Statements (in Canadian dollars) For the twelve months ended January 31, 2026 and 2025 NOTICE TO READER Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the 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 have been prepared by and are the responsibility of the management. The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor. Gemina Laboratories Ltd. Condensed Interim Consolidated Statements of Financial Position (Unaudited - in Canadian dollars) The accompanying notes are an integral part of these condensed interim consolidated financial statements. Nature and continuance of operations (Note 1) Subsequent events (Note 18) Approved on behalf of the Board on April 29, 2026: “Martin Cronin” Director “James Tansey” Director Note January 31, 2026 January 31, 2025 $ $ ASSETS Current assets Cash 480,967 703 Receivables 3 45,340 34,708 Prepaid expenses and deposits 39,943 71,079 566,250 106,490 Non-current assets Deposits 22,487 22,487 Right-of-use assets 4 1,128 270,281 Property and equipment, net 5 35,757 44,548 Investment in RAPIvD 6 994,423 994,423 Total assets 1,620,045 1,438,229 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current liabilities Accounts payable and accrued liabilities 7,12 6,295,689 4,599,611 Short-term loan 8 246,295 217,671 Current portion of lease liability 4 - 99,579 Convertible notes 9 - 781,237 Debentures 10 1,050,555 - 7,592,539 5,698,098 Non-current liabilities Lease liability 4 - 175,210 Total liabilities 7,592,539 5,873,308 Shareholders’ deficiency Share capital 11 12,773,946 11,985,549 Reserves 11 4,430,669 4,417,912 Accumulated deficit (23,177,109) (20,838,540) Total shareholders' deficiency (5,972,494) (4,435,079) Total liabilities and shareholders' deficiency 1,620,045 1,438,229 Gemina Laboratories Ltd. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited - in Canadian dollars) The accompanying notes are an integral part of these condensed interim consolidated financial statements. January 31, January 31, January 31, January 31, Note 2026 2025 2026 2025 $ $ $ $ Revenue Development kits 2 10,591 - 21,469 - Expenses Research and development 13 (319,702) (287,656) (857,054) (1,276,087) General and administrative 14 (481,435) (1,108,351) (1,398,602) (2,635,864) (801,137) (1,396,007) (2,255,656) (3,911,951) Operating loss (790,546) (1,396,007) (2,234,187) (3,911,951) Finance expense 4,8,9,10 (39,574) (42,360) (69,510) (164,073) Loss on sale of assets - (20,467) - (20,467) Gain (loss) on termination of lease 4 - 38,008 (34,872) 22,833 (39,574) (24,819) (104,382) (161,707) Loss and comprehensive loss (830,120) (1,420,826) (2,338,569) (4,073,658) Basic and diluted loss per share ($0.01) ($0.02) ($0.03) ($0.06) Weighted average number of shares Basic and diluted 76,570,907 74,785,472 76,181,898 74,060,030 Three months ended Twelve months ended Gemina Laboratories Ltd. Condensed Interim Consolidated Statements of Changes in Shareholders' Deficiency (Unaudited - in Canadian dollars) The accompanying --- notes are an integral part of these condensed interim consolidated financial statements. Note Number of shares Amount Reserves Obligation to issue shares Accumulated deficit Total shareholders' deficiency $ $ $ $ $ Balance, January 31, 2024 73,325,878 11,240,772 3,893,916 45,000 (16,764,882) (1,585,194) Share issuance costs 11 - (10,383) - - - (10,383) Share-based compensation 11 - - 518,996 - - 518,996 Shares issued on short-term loan 8,11 100,000 40,000 5,000 (45,000) - - Conversion of convertible notes 9,11 396,765 198,383 - - - 198,383 Warrants exercised 11 1,148,394 516,777 - - - 516,777 Loss and comprehensive loss for the year - - - - (4,073,658) (4,073,658) Balance, January 31, 2025 74,971,037 11,985,549 4,417,912 - (20,838,540) (4,435,079) Share issuance costs 11 - (14,538) - - - (14,538) Share-based compensation 11 - - 12,757 - - 12,757 Conversion of convertible notes 9,11 1,589,870 794,935 - - - 794,935 Warrants exercised 11 10,000 8,000 - - - 8,000 Loss and comprehensive loss for the year - - - - (2,338,569) (2,338,569) Balance, January 31, 2026 76,570,907 12,773,946 4,430,669 - (23,177,109) (5,972,494) Share capital Gemina Laboratories Ltd. Condensed Interim Consolidated Statements of Cash Flows (Unaudited - in Canadian dollars) The accompanying notes are an integral part of these condensed interim consolidated financial statements. January 31, January 31, 2026 2025 $ $ Cash flow from operating activities: Loss for the period (2,338,569) (4,073,658) Items not affecting cash: Depreciation of right-of-use asset and property and equipment 37,448 113,239 Share-based compensation 12,757 518,996 Interest on short-term loan 32,076 17,671 Accretion on lease liabilities 7,286 31,889 Accretion on convertible notes 7,325 21,661 Interest on convertible notes 6,373 75,118 Interest on debentures 14,555 - Loss on disposal of assets - 20,467 Loss (gain) on termination of sub-lease 34,872 (22,833) Unrealized foreign exchange gain (3,452) - Operating cash flow before changes in non-cash working capital (2,189,329) (3,297,450) Changes in non-cash working capital: Receivables (10,632) 3,782 Prepaid and deferred expenses and deposits 31,136 (40,379) Accounts payable and accrued liabilities 1,650,802 2,033,072 Net cash used in operating activities (518,023) (1,300,975) Cash flow from investing activities: Proceeds from sale of equipment - 18,418 Net cash provided by investing activities - 18,418 Cash flow from financing activities: Proceeds from convertible notes - 910,000 Convertible debt - transaction costs - (27,159) Proceeds from exercise of warrants 8,000 516,777 Share issuance costs (14,538) - Proceeds from debentures 1,036,000 - Lease payments (31,175) (117,348) Net cash provided by financing activities 998,287 1,282,270 Change in cash 480,264 (287) Cash, beginning of period 703 990 Cash, end of period 480,967 703 Supplemental cash flow information $ $ Obligation to issue shares - (45,000) Conversion of interest and principal on convertible debt to common shares 794,935 198,383 Modification of lease - 320,662 Share issuance costs in accounts payable 24,921 10,383 Twelve months ended Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 1. Nature and continuance of operations Gemina Laboratories Ltd. (the “Company”) was incorporated under the laws of British Columbia on October 10, 2017. The Company's head office is located at Suite 316, 4 --- 475 Wayburne Drive, Burnaby, British Columbia, and its registered office and records are located at 15th floor, 1111 West Hastings Street, Vancouver, British Columbia. The Company’s common shares traded on the Canadian Securities Exchange under the symbol GLAB and were voluntarily delisted on March 27, 2026. The Company’s common shares continue to trade on the OTCQB under the symbol GLABF. The principal activity of the Company and its subsidiaries (collectively, the “Gemina Group”) is the development of biotechnology in the In Vitro Diagnostics (“IVD”) market. Operating under the name “Gemina Labs”, the Company is developing a toolkit of surface functionalization chemistries and adjacent technologies for the detection of pathogens and biomarkers. Group Structure Gemina Group is managed by its parent company, Gemina Laboratories Ltd., with the following subsidiaries: These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The ability of the Group to continue as a going concern is dependent on its ability to generate future cash flows from operations and obtain additional financing. As at January 31, 2026, the Group had a net working capital deficit of $7,026,289 (January 31, 2025 – net working capital deficit $5,591,608), had not yet achieved profitable operations and had accumulated a deficit of $23,177,109 since its inception and will require additional funding to maintain its operations. During the twelve months ended January 31, 2026, the Company entered into subscription agreements totalling US$5.5 million pursuant to a non-brokered private placement of common shares following an announcement originally made November 13, 2024. As previously reported, the Company was unable to close on its subscription and announced on October 1, 2025 that it was not proceeding with the private placement. The Group is now required to raise new capital in an accelerated timeframe from an alternate source. Accordingly, the Company announced a secured, non-convertible debentures offering for gross proceeds of a minimum of $1 million and maximum of $3 million, of which $1,036,000 was raised in the twelve months ended January 31, 2026 and a further $1,280,000 was raised subsequent to January 31, 2026. There is no guarantee similar efforts will be successful. These events and conditions indicate that material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. These condensed interim consolidated financial statements do not give effect to any adjustments, which would be necessary should the Group be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying condensed interim consolidated financial statements. These adjustments could be material. Country of Subsidiary Incorporation January 31, 2026 January 31, 2025 EcoScreen Solutions Inc. Canada 100% 100% Gemina Laboratories (UK) Limited United Kingdom 100% 100% Ownership Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 2. Material accounti --- ng policy information Basis of presentation These condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and do not include all of the information required for full annual financial statements by International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”). These condensed interim consolidated financial statements should be read in conjunction with the Group's audited consolidated financial statements for the year ended January 31, 2025, which includes the information necessary or useful to understanding the Group's business and financial statement presentation. In particular, the accounting policies applied in these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended January 31, 2025. The Company’s interim results are not necessarily indicative of its results for a full year. These condensed interim consolidated financial statements have been prepared on a historical cost basis except for financial instruments measured at fair value. In addition, the financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These condensed interim consolidated financial statements are presented in Canadian dollars which is the Group’s functional currency. These condensed interim consolidated financial statements were approved by the Board of Directors for issue on April 29, 2026. Principles of consolidation These condensed interim consolidated financial statements include the accounts of the Company and its wholly owned legal subsidiaries, EcoScreen Solutions Inc and Gemina Laboratories (UK) Limited. A subsidiary is an entity controlled by the Company and is included in the financial statements from the date that control commences until the date that control ceases. The accounting policies of a subsidiary are changed where necessary to align them with the policies adopted by the Company. Intercompany balances and transactions, and unrealized gains and losses arising from intercompany transactions, are eliminated in preparing these condensed interim consolidated financial statements. Change in Fiscal Year-end The Company has changed its fiscal year-end from January 31 to April 30, resulting in a 15-month transition year from February 1, 2025 to April 30, 2026. Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 2. Material accounting policy information (continued) Critical accounting estimates and judgments The preparation of financial statements in compliance with IFRS requires the Group’s management to make certain estimates and assumptions that they consider reasonable and realistic. Despite regular reviews of these estimates and assumptions, based in particular on past achievements or anticipations, facts and circumstances may lead to changes in these estimates and assumptions which could impact the reported amount of the Group’s assets, liabilities, income and expenses. Actual results may differ from those estimates. Significant judgements Level of control or influence over investments - The accounting for investments in other companies can --- vary depending on the degree of control and influence over those other companies. Management is required to assess at each reporting date the Group’s control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting. As at January 31, 2026 the Group’s only investment is in RAPIvD (Note 6) which the Group has determined it does not have significant influence or control over and has therefore accounted for it as an investment at FVOCI. Research versus development expenses – The accounting for research and development expenses differs with research expenses recognized in the statements of loss and comprehensive loss during the period incurred, whereas development expenses are recognized as an intangible asset in the statements of financial position when incurred. The Group’s operations, from time to time, may include both research and development activities. Management has used judgement to determine whether activities should be recognized as research expenses or as an intangible asset for development expenses. To date, management has determined that its activities are research activities and that the Group has not incurred any expenses that would qualify as recognition as an intangible asset in the statements of financial position. Revenue – The Group has recognized revenue in relation to sales of development kits. While the Group’s revenue recognition is not subject to a significant amount of judgement, subsequent engagement with customers may include multiple distinct performance obligations. The Group applies judgment in identifying distinct performance obligations, estimating stand-alone selling prices, and determining the timing of completion of the performance obligations. Cost of sales related to these initial development kit sales are immaterial and are included as a component of the research and development spend. Significant estimates Share-based compensation - The Group generally utilizes the Black-Scholes option pricing model to determine the fair values of the share-based payments and warrants issued in unit offerings. The Group uses significant estimates in the evaluation of the input variables in the Black-Scholes calculation which include: risk free interest rate, expected stock price volatility, expected life and expected dividend yield. Fair value of RAPIvD investment - The Group has elected to classify its investment in RAPIvD as FVOCI. In determining fair value, the Group utilizes unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Accordingly, management uses significant estimates in the evaluation of RAPIvD’s fair value. Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 2. Material accounting policy information (continued) Critical accounting estimates and judgments (continued) Significant estimates (continued) Fair value of derivative component of convertible notes – The Group measures the conversion feature derivative at fair value on initial recognition and subsequently reporting dates using a valuation model. The fair value of the derivative liability was deemed to have a value of $nil (Note 9). 3. Receivables 4. Leases Right-of-use assets and lease liabilit --- ies In the prior year, the Group entered into a new lease agreement with Omnimar Enterprises Inc. for Suites 313, 314 and 316 to provide space for its laboratory in Burnaby, British Columbia. The three-year lease commenced on August 1, 2024. As the new lease replaced the previous Suite 313 lease and covered a significantly expanded leased asset with the same lessor, the Group concluded that this represented a lease modification that resulted in a separate lease under IFRS 16, with the original Suite 313 derecognised. Under the new agreement, monthly lease payments were $10,392 until July 31, 2026, and $10,708 from August 1, 2026 to July 31, 2027. On April 16, 2025, the Group defaulted on its lease with Omnimar Enterprises. The Group has surrendered the lease, and both the right-of-use asset and corresponding lease liability have been adjusted to reflect the lease termination. The Group accrued outstanding rent payable, penalties and interest to the end of April 2025, resulting in a loss on termination of $34,872. Right-of-use assets and lease liabilities A continuity of the carrying amount of the right-of-use assets is as follows: Note January 31, 2026 January 31, 2025 $ $ Other receivables 17,812 23,932 Due from related parties 12 - 123 GST receivable 27,528 10,653 45,340 34,708 Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 4. Leases (continued) A reconciliation of the carrying amount of the lease liabilities is as follows: As at January 31, 2026, there are no future minimum lease payments. Amounts owing to Omnimar Enterprises are included in accounts payable and accrued liabilities. Short-term leases are leases with a lease term of 12 months or less. As at January 31, 2026 and 2025, the Group did not have any short-term leases. As at January 31, 2026 and 2025, the Group did not have any leases of low-value assets. Lab Equipment Laboratory Total $ $ $ Balance, January 31, 2024 4,997 264,913 269,910 Additions - 320,662 320,662 Depreciation (1,934) (95,450) (97,384) Disposition - (222,907) (222,907) Balance, January 31, 2025 3,063 267,218 270,281 Depreciation (1,935) (26,722) (28,657) Disposition - (240,496) (240,496) Balance, January 31, 2026 1,128 - 1,128 Lab Equipment Laboratory Total $ $ $ Balance, January 31, 2024 2,667 282,659 285,326 Add: Additions - 320,662 320,662 Add: Accretion 101 31,788 31,889 Less: Rent payments (2,768) (114,580) (117,348) Less: Termination of lease - (245,740) (245,740) Balance, January 31, 2025 - 274,789 274,789 Add: Accretion - 7,286 7,286 Less: Rent payments - (31,175) (31,175) Less: Termination of lease - (250,900) (250,900) Balance, January 31, 2026 - - - Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 5. Property and equipment 6. Investment in RAPIvD Historically, the Company entered into a share exchange agreement to purchase 19% of the issued and outstanding shares of RAPIvD. RAPIvD is a specialized research and development contractor based in the United Kingdom. RAPIvD optimizes and transforms rapid test prototypes into products that can be manufactured commercially. In addition, RAPIvD has developed a proprietary device platform that can be used to quantify results from a rapid test, potentially expanding the utilization of rapid tests as in-vitro diagnostics. At January 31, 2026, --- the fair value estimate of the RAPIvD investment was $994,423 (January 31, 2025 - $994,423). 7. Accounts payable and accrued liabilities 8. Short-term loan As at January 31, 2026, the Company has a US$150,000 ($205,305) short-term, secured, loan outstanding with two creditors. The Company received aggregate proceeds of US$150,000 from the creditors, re- payable on the earlier of the completion of a $2,000,000 equity financing and June 30, 2024. If the loan is not re-paid by June 30, 2024, it accrues interest at 15% per annum until re-paid. The loan is secured by the assets of the Group. Computer Equipment Laboratory Equipment Furniture and Fixtures Leasehold Improvements Total $ $ $ $ $ Cost: Balance, January 31, 2024 11,594 68,748 1,569 48,852 130,763 Dispositions - (7,208) - (48,852) (56,060) 11,594 61,540 1,569 - 74,703 - Accumulated depreciation: - Balance, January 31, 2024 10,738 8,929 1,569 10,239 31,475 Depreciation 856 9,735 - 5,264 15,855 Dispositions - (1,672) - (15,503) (17,175) Balance, January 31, 2025 11,594 16,992 1,569 - 30,155 Depreciation - 8,791 - - 8,791 Balance, January 31, 2026 11,594 25,783 1,569 - 38,946 Net book value: - Balance, January 31, 2025 - 44,548 - - 44,548 Balance, January 31, 2026 - 35,757 - - 35,757 Balance, January 31, 2025 and January January 31, 2026 January 31, 2025 $ $ Accounts payable 3,325,690 2,856,172 Accrued liabilities 727,240 96,067 Due to related parties 2,242,758 1,647,372 6,295,689 4,599,611 Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 8. Short-term loan (continued) During the twelve months ended January 31, 2026, the Company recognized interest expense of $32,076 within finance expense from the loan on the condensed interim consolidated statements of loss and comprehensive loss (2025 - $17,671). As part of the loan agreement, the Company agreed to issue an aggregate 100,000 common shares to the creditors in lieu of finance-related expenses. During the twelve months ended January 31, 2025, the Company issued the common shares and the amount was reclassified within shareholders’ deficiency. A continuity of the carrying amount of the short-term loan is as follows: The short-term loan was fully repaid subsequent to January 31, 2026. 9. Convertible notes On March 18, 2024, the Company raised aggregate gross proceeds of $910,000 under a non-brokered private placement of unsecured convertible notes. Interest on the convertible notes accrued at a rate of 10% per annum. The convertible notes had a maturity date of 12 months from the date of issuance, unless earlier converted. During the twelve months ending January 31, 2026, the remaining convertible notes and corresponding interest accrued were converted to share capital. $ As at January 31, 2024 200,000 Interest expense 17,671 As at January 31, 2025 217,671 Interest expense 32,076 Foreign exchange gain (3,452) As at January 31, 2026 246,295 Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 9. Convertible notes (continued) The following table summarizes the continuity of the convertible notes: 10. Debentures On December 30, 2025, the Company announced it would proceed with a non-brokered private placement of secured, non-convertible debentures for gross proceeds of a minimum of $1 million and maximum of $3 million. Each debentu --- re will consist of a $1,000 principal amount, and the payment of the principal and premium, if any, of and interest on the debentures will be secured by a first-priority security interest against the Company's intellectual property. The debentures will mature on the date that is 12 months from the date of closing and accrue interest at a rate of 18% per annum, which will be compounded monthly, and payable at the maturity date. The Company may prepay the principal amount of the debentures at any time prior to the maturity date at a price equal to 105 per cent of the principal amount of the debentures, plus accrued and unpaid interest thereon. As of January 31, 2026, the Company received $1,036,000 as part of the debenture offering. Subsequent to January 31, 2026, the company received a further $1,280,000. A reconciliation of the carrying amount of the debentures is as follows: $ Balance, January 31, 2024 - Additions 910,000 Transaction costs (27,159) Interest 75,118 Accretion 21,661 Conversion to share capital (185,000) Conversion of interest to share capital (13,383) Balance, January 31, 2025 781,237 Interest 6,373 Accretion 7,325 Conversion to share capital (725,000) Conversion of interest to share capital (69,935) Balance, January 31, 2026 - $ As at January 31, 2025 - Additions 1,036,000 Interest 14,555 As at January 31, 2026 1,050,555 Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 10. Debentures (continued) During the twelve months ended January 31, 2026, the Company recognized debenture-related interest expense of $14,555 within finance expense on the condensed interim consolidated statements of loss and comprehensive loss (2025 - $nil). 11. Share capital and reserves Share capital The Company is authorized to issue an unlimited number of common shares without par value. Transactions during the twelve months ended January 31, 2026 During the twelve months ended January 31, 2026, convertible notes with face values totalling $725,000 plus accrued interest of $69,935 were converted to 1,589,870 common shares of the Company. Share issuance costs of $14,538 were incurred as part of this transaction. During the twelve months ended January 31, 2026, the Company issued 10,000 common shares pursuant to the exercise of warrants, resulting in gross proceeds to the Company of $8,000. Number of shares issued Balance, January 31, 2024 73,325,878 Warrants exercised 1,148,394 Shares issued on short-term loan 100,000 Shares issued on convertible notes conversion 396,765 Balance, January 31, 2025 74,971,037 Warrants exercised 10,000 Shares issued on convertible notes conversion 1,589,870 Balance, January 31, 2026 76,570,907 Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 11. Share capital and reserves (continued) Warrants The following is a summary of changes in share purchase warrants: As at January 31, 2026, the following share purchase warrants were outstanding: * The share purchase warrants, excluding those issued to brokers, are subject to an acceleration clause that allows the Company to accelerate the expiry date of the share purchase warrants in the event that the volume weighted average trading price of the common shares on the Canadian Securities Exchange exceeds $1.20 for 10 consecutive trading days. Stock options The Compan --- y’s stock option plan provides for the issuance of stock options to its officers, directors, employees, and consultants. The exercise price of each stock option is based on the market price of the Company’s shares at the date of grant. The stock options can be granted for a maximum term of 10 years and vest as determined by the Company’s board of directors. On May 13, 2024, the Company’s shareholders approved an amendment to the Company’s stock option plan increasing the number of options available under the plan to 15% from 10%. Number of Warrants $ Balance, January 31, 2024 11,490,724 0.67 Exercised (1,148,394) 0.45 Expired (2,734,168) 0.45 Balance, January 31, 2025 7,608,162 0.79 Exercised (10,000) 0.80 Balance, January 31, 2026 7,598,162 0.79 Weighted Average Exercise Price Number of Warrants Exercise Price Expiry Date* 5,616,735 $0.80 June 30, 2027 1.41 years 393,871 $0.60 June 30, 2027 1.41 years 1,536,200 $0.80 July 11, 2027 1.44 years 51,356 $0.60 July 11, 2027 1.44 years 7,598,162 $0.79 1.42 years Remaining Life Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 11. Share capital and reserves (continued) Stock options (continued) The following is a summary of changes in stock options: A summary of the stock options outstanding and exercisable at January 31, 2026, is as follows: There were no new options awarded during the twelve months ending January 31, 2026. Number of Options $ Balance, January 31, 2024 5,625,000 0.46 Granted 1,065,000 0.60 Expired (250,000) 0.30 Balance, January 31, 2025 and 2026 6,440,000 0.49 Weighted Average Exercise Price Number of Options Number of Options Exercisable Exercise Price 440,000 440,000 $0.45 200,000 200,000 $0.45 200,000 200,000 $0.45 100,000 100,000 $0.45 250,000 250,000 $0.45 50,000 50,000 $0.54 285,000 285,000 $0.60 300,000 300,000 $0.46 1,850,000 1,850,000 $0.30 250,000 250,000 $0.45 400,000 400,000 $0.75 115,000 115,000 $0.80 2,000,000 2,000,000 $0.60 6,440,000 6,440,000 $0.49 Expiry Date February 19, 2031 September 10, 2026 September 10, 2026 September 14, 2026 November 17, 2026 March 9, 2027 September 6, 2032 January 25, 2028 July 4, 2028 April 5, 2029 June 1, 2031 June 1, 2031 June 1, 2031 Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 11. Share capital and reserves (continued) Stock options (continued) The Company used the Black Scholes option pricing model to fair value each option granted during the period and used the following assumptions: The stock price volatility is calculated based on the historical volatility of similar development stage companies traded on the Canadian Stock Exchange. The Company recognized share-based compensation expense of $12,757 for the twelve months ended January 31, 2026 (2025 – $518,996). 12. Related party transactions Key management personnel are the persons responsible for the planning, directing and controlling the activities of the Group and include both executive and non-executive directors, and entities controlled by such persons. The Group considers all directors and officers of the Group to be key management personnel. Key management compensation for the twelve months ended January 31, 2026 and 2025 is as follows: Compensation of key management personnel includes salaries and wages, professional and contractor fees and share-ba --- sed compensation. As at January 31, 2026, accounts payable and accrued liabilities owing to related parties are $2,242,758 (January 31, 2025 - $1,647,372). Twelve months ended January 31, 2026 Twelve months ended January 31, 2025 Expected dividend yield - Nil Expected stock price volatility - 84.00% Risk-free interest rate - 3.62% - 3.72% Forfeiture rate - Nil Expected options life in years - 5-7 years Twelve months ended Twelve months ended January 31, 2026 January 31, 2025 Professional fees $ 33,527 $ 154,048 Contractor fees 80,375 75,000 Salaries and wages 585,088 918,124 Share-based compensation 11,561 246,375 $ 710,551 $ 1,393,547 Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 13. Research and development 14. General and administrative 15. Segmented information The Group operates within a single operating segment, being the research, development and commercialization of in-vitro diagnostics. This is the Group’s only reportable segment and is consistent with the internal reporting provided to the chief operating decision-maker. The Group operates in a single geographic area, being Canada, and all of the Group’s assets are located in Canada. 16. Financial instruments and financial risk management Fair value Financial instrument disclosures establish a fair value hierarchy that requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Group primarily applies the market approach for recurring fair value measurements. This section describes three input levels that may be used to measure fair value: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide information on an ongoing basis. Level 2 – quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Three months ended Three months ended Twelve months ended Twelve months ended Note January 31, 2026 January 31, 2025 January 31, 2026 January 31, 2025 $ $ $ $ Contract research 110,816 83,747 179,995 303,154 Depreciation of equipment 5 2,198 2,525 8,792 15,855 Materials and supplies - 39,082 8,468 182,730 Salaries and benefits 206,204 134,708 631,142 666,992 Share-based compensation 11,12 - - - 9,972 Depreciation of right-of-use assets 4 484 27,594 28,657 97,384 319,702 287,656 857,054 1,276,087 Three months ended Three months ended Twelve months ended Twelve months ended Note January 31, 2026 January 31, 2025 January 31, 2026 January 31, 2025 $ $ $ $ Contractor fees 12 327,347 121,821 558,317 633,957 Office and miscellaneous 6,379 73,933 20,569 354,655 Professional fees 12 135,157 19,135 364,619 185,176 Salaries and benefits 12 12,552 622,323 442,340 953,052 Share-based compensation 11,12 - 271,139 12,757 509,024 481,435 1,108,351 1,398,602 2,635,864 Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months e --- nded January 31, 2026 16. Financial instruments and financial risk management (continued) Fair value (continued) The carrying values of cash, receivables, accounts payable and accrued liabilities, the short-term loan and debentures approximate fair values due to their short-term maturity. The carrying amount of lease liabilities approximate fair value due to being discounted with a rate of interest that approximates market rates. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or valuation of its financial instruments. a) Foreign exchange risk Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. At January 31, 2026, the Group is exposed to currency risk through accounts payable and the short-term loan held in US dollars, Euros and GBP. Based on these foreign currency exposures, a 10% depreciation or appreciation of all the above currencies against the Canadian dollar would result in an approximate increase or decrease of $196,719 in the Group’s net comprehensive loss (January 31, 2025 - $148,486). b) Interest rate risk The Group has cash balances and fixed rate interest-bearing debt. The interest rate risk on cash is not considered significant in isolation. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet cash flow requirements associated with financial instruments. As indicated in Note 1, a material uncertainty exists that may cast significant doubt regarding the Group’s ability to continue as a going concern. The Company continues to manage its liquidity risk by monitoring its cash flows regularly, comparing actual results with budgets and future cash requirements. The following table summarizes the relative maturities of the financial liabilities of the Group as at January 31, 2026: Maturity less than one year Maturity greater than one year $ $ Accounts payable and accrued liabilities 6,295,689 - Short-term loan 246,295 - Debentures 1,050,555 - Total 7,592,539 - Gemina Laboratories Ltd. Notes to Condensed Interim Consolidated Financial Statements (Unaudited - in Canadian dollars) Twelve months ended January 31, 2026 16. Financial instruments and financial risk management (continued) Credit risk Credit risk is risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Group’s cash is held in large Canadian financial institutions and its receivables mostly consist of amounts due from the Canadian government. As such, the Group determined that it is not exposed to significant credit risk. 17. Capital management The Group considers its shareholders’ deficiency as capital. As at January 31, 2026, the Group’s shareholders’ deficiency totaled $5,972,494. The Group manages its capital structure in order to ensure sufficient resources are available to meet day-to-day operational requirements, to further develop its technology and continue as a going concern. In order to maintain or adjust its capital structure, the Group may issue new shares or debt instruments, or sell assets. The Group is not subject to any externally imposed capital requirements. The Group did not change its approach to capital management during the twelve months ended January 31, 2026. 18. Subsequent Events Subsequent to January 31, 2026: a) --- the Canadian Securities Exchange approved the Company’s application to voluntarily delist its common shares from trading on the CSE; b) the Company received $1,280,000 as part of the previously announced non-brokered private placement of secured, non-convertible debentures described in Note 10; and, c) the Company fully repaid the short-term loan described in Note 8.