SEDAR Interim Financial Statements

Unaudited Condensed Interim Financial Statements of HAVILAND ENVIRO CORP. A Capital Pool Corporation For the three and nine months ended December 31, 2025 and 2024 NOTICE OF NO AUDIT OR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS Under National Instrument 51-102, Part 4, subsection 4.3(3)a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim financial statements of Haviland Enviro Corp. (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 financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim financial statements by an entity’s auditor. The accompanying notes are an integral part of these unaudited condensed interim financial statements. - 1 - HAVILAND ENVIRO CORP. A Capital Pool Corporation Condensed Interim Statements of Financial Position (In Canadian dollars) (Unaudited) As at December 31, March 31, Note 2025 2025 Assets Current assets Cash 3, 4 $ 566,204 $ 70,770 Short-term investments 3, 4 - 558,137 Loan receivable 5 25,000 - Prepayments 6 - 3,415 Total assets $ 591,204 $ 632,322 Liabilities and Shareholders' Equity Current liabilities Accounts payable and accrued liabilities 8, 10 $ 3,761 $ 38,737 Total current liabilities 3,761 38,737 Shareholders' equity Share capital 7 795,141 795,141 Share option reserve 7 28,691 28,691 Deficit (236,389) (230,247) Total shareholders’ equity 587,443 593,585 Total liabilities and shareholders’ equity $ 591,204 $ 632,322 Nature of operations and going concern 1 Subsequent event 13 Approved by the Board of Directors: (Signed) “Monique Charbonneau” (Signed) “David Johnston” Monique Charbonneau – Director David Johnston - Director The accompanying notes are an integral part of these unaudited condensed interim financial statements. - 2 - HAVILAND ENVIRO CORP. A Capital Pool Corporation Condensed Interim Statements of Income (Loss) and Comprehensive Income (Loss) (In Canadian dollars) (Unaudited) For the Note Three months ended December 31, Nine months ended December 31, 2025 2024 2025 2024 Expenses Professional fees $ (798) $ 3,153 $ 16,720 $ 12,235 Filing costs 506 205 710 719 Office and general 3 6 121 1,641 (289) 3,364 17,551 14,595 Income (Loss) for the period before the undernoted 289 (3,364) (17,551) (14,595) Interest income 2,656 5,081 11,409 20,387 Income (loss) and comprehensive income (loss) for the period $ 2,945 $ 1,717 $ (6,142) $ 5,792 Income (loss) per share Basic Diluted 9 9 0.00 0.00 0.00 0.00 (0.00) (0.00) 0.00 0.00 Weighted average number of shares outstanding Basic Diluted 9 5,206,500 5,206,500 5,206,500 5,359,940 5,206,500 5,206,500 5,206,500 5,359,940 (1) For the periods presented, the calculation of weighted average number of common shares outstanding excludes escrowed shares and options. The accompanying notes are an integral part of these unaudited condensed interim financial statements. - 3 - HAVILAND ENVIRO CORP. A Capital Pool Corporation Condensed Interim Statements of Changes in Shareholders' Equity (In Canadian dollars) (Unaudited) Shares issued # Share Capital $ Share-based payment reserve $ Agent option reserve $ Deficit $ Total shareholders’ eq --- uity (deficiency) $ Balance as at March 31, 2024 12,606,500 795,141 28,691 19,005 (203,415) 639,422 Net income for the period - - - - 5,792 5,792 Balance as at December 31, 2024 12,606,500 795,141 28,691 19,005 (197,623) 645,214 Balance as at March 31, 2025 12,606,500 795,141 28,691 - (230,247) 593,585 Net loss for the period - - - - (6,142) (6,142) Balance as at December 31, 2025 12,606,500 795,141 28,691 - (236,389) 587,443 The accompanying notes are an integral part of these unaudited condensed interim financial statements. - 4 - HAVILAND ENVIRO CORP. A Capital Pool Corporation Condensed Interim Statements of Cash Flows (In Canadian dollars) (Unaudited) For the nine months ended December 31, 2025 2024 Cash flows from operating activities Net (loss) income for the period $ (6,142) $ 5,792 Change in non-cash operating assets and liabilities Prepayments 3,415 - Accounts payable and accrued liabilities (34,976) (19,120) Accrued interest (8,363) (18,412) Cash used in operating activities (46,066) (31,740) Investing activities Loan receivable (25,000) - GIC redemption 550,000 600,000 GIC purchase - (550,000) Interest received on maturity of investment 16,500 30,164 Cash provided by investing activities 541,500 80,164 Increase in cash 495,434 48,424 Cash, beginning of period 70,770 46,900 Cash, end of period $ 566,204 $ 95,324 There were no financing activities during the periods presented. HAVILAND ENVIRO CORP. A Capital Pool Corporation Notes to the Unaudited Condensed Interim Financial Statements (In Canadian dollars) For the three and nine months ended December 31, 2025 and 2024 5 1. Nature of operations and going concern Haviland Enviro Corp. (the “Company” or “Haviland”) was incorporated January 26, 2022 pursuant to the provisions of the Business Corporations Act (British Columbia). The Company’s registered head office is located at Suite 600 – 890 West Pender Street, Vancouver British Columbia Canada V6C 1J9. The Company’s corporate and tax year-end is March 31. The Company’s shares are listed for trading on the TSX Venture Exchange under the trading symbol “HEC.P”. The Company is carrying on business as a Capital Pool Corporation (“CPC”), as such term is defined in TSX Venture Exchange Inc. (the “Exchange”) Policy 2.4 – Capital Pool Companies (“CPC Policy 2.4”). The Company’s principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange, in its efforts to complete a “Qualifying Transaction”, as such term is defined in the Exchange CPC Policy 2.4. As at December 31, 2025, the Company had no business operations. Proposed Qualifying Transaction On May 9, 2023, the Company entered into a Letter of Intent (“LOI”) with Xogen Technologies Inc. (“Xogen”), a private company incorporated under the laws of the Province of Alberta, which outlines the general terms and conditions of a proposed transaction (“Proposed Transaction”). On May 1, 2025, the Company and Xogen amended the LOI to extend the deadline for entering into a definitive agreement and a subsequent proposed closing date to December 31, 2025 (note 13). It is anticipated that the Proposed Transaction will constitute the Qualifying Transaction of the Company. The Proposed Transaction will not constitute a Non-Arm’s Length Transaction as such term is defined in the CPC Policy 2.4. Trading in the common shares of the Company was halted pur --- suant to the policies of the Exchange. There is no guarantee that this Proposed Transaction will be completed. Where a Qualifying Transaction warrants, additional funding may be required. The ability of the Company to fund its potential future operations and commitments may be dependent upon the ability of the Company to obtain additional financing and complete a Qualifying Transaction. Going concern These financial statements were prepared on a going-concern basis of accounting, which assumes that the Company will continue operations for the foreseeable future and be able to realize the carrying value of its assets and discharge its liabilities and commitments in the normal course of business. The Company does not generate revenue from operations. However, the Company believes that its working capital totaling $587,443 as at December 31, 2025 (March 31, 2025 - $593,585) will provide the Company with sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period. As the Company has no revenues, its ability to continue as a going concern is dependent on its ability to complete the proposed Qualifying Transaction. These financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate. These adjustments could be material. HAVILAND ENVIRO CORP. A Capital Pool Corporation Notes to the Unaudited Condensed Interim Financial Statements (In Canadian dollars) For the three and nine months ended December 31, 2025 and 2024 6 2. Basis of presentation Statement of compliance These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”), using accounting policies consistent with International Financial Reporting Standards (“IFRS”). Accounting policies and methods of their application followed in the preparation of these unaudited condensed interim financial statements are consistent with those used in the audited financial statements for the year ended March 31, 2025, which are available under the Company’s profile on www.SEDARplus.ca. Basis of measurement These unaudited condensed interim financial statements have been prepared on an historical cost basis and on an accrual basis except for cash flow information, and are presented in Canadian dollars, which is the Company’s functional currency. These unaudited condensed interim financial statements were authorized for issue by the Board of Directors on February 27, 2026. 3. Cash restriction There is a restriction on the use of proceeds realized from the sale of all securities issued by the Company as a CPC. The gross proceeds raised from the Company’s Initial Public Offering (the “Offering”) may only be used to identify and evaluate assets or businesses and obtain shareholder approval for a proposed Qualifying Transaction, with the exception that general and administrative expenses are capped at $3,000 per month, including for professional accounting, advisory, and legal services expenses, and are not time limited. 4. Cash and short-term investments Cash As at December 31, 2025, the Company had cash totaling $566,204 held at a Canadian financial institution (March 31, 2025 - $70,770). Short-term investment As at March 31, 2025, the Company held $550,000 in a one-year fully cashable guaranteed investment certificate (“GIC”) with an effective annual interest rate of 3%. The GIC matured on --- October 2, 2025 and $16,500 in earned interest was received. The funds were placed in a savings account at a Canadian financial institution, earning interest at 2% per annum. Interest income As at December 31, 2025, the Company accrued interest on GIC investments totaling $Nil (March 31, 2025 - $8,137). During the three and nine months ended December 31, 2025, $2,566 and $3,046 respectively was received in interest income earned on cash (December 31, 2024 - $390 and $1,974 respectively). HAVILAND ENVIRO CORP. A Capital Pool Corporation Notes to the Unaudited Condensed Interim Financial Statements (In Canadian dollars) For the three and nine months ended December 31, 2025 and 2024 7 5. Loan receivable On May 1, 2025, the Company extended a $25,000 loan to Xogen. The loan does not bear interest, is unsecured and is due on demand. 6. Prepaid expenses and deposits As at December 31, 2025 the Company’s prepaid expenses and deposits totaled $Nil. As at March 31, 2025, prepaid expenses and deposits totaling $3,415 included mainly prepayments issued for the Company’s Annual General Meeting (“AGM”) which was held on May 7, 2025. 7. Share capital Authorized Unlimited common shares with no par value Number of Issued Common Shares Amount Balance as at March 31, 2024, March 31, 2025 and December 31, 2025 12,606,500 $ 795,141 Stock option plan (“Option Plan”) The Option Plan provides that the Board of Directors of the Company may from time to time, in its discretion and in accordance with the Exchange requirements, grant to directors, officers, consultants and employees of the Company, options to acquire a maximum number of common shares equal to 10% of the total issued and outstanding common shares of the Company, exercisable for a period of up to ten years from the date of grant. The Option Plan was approved by the Board of Directors and adopted by the Company on January 26, 2022. Stock options issued On February 7, 2023, the directors and officers of the Company were granted options (“Stock Options”) pursuant to the Company’s incentive stock option plan to purchase an aggregate of up to 400,000 common shares at $0.10 per share for a period of three years from the date of grant. These Stock Options vested immediately upon grant and were valued upon issuance at $28,691 using the Black- Scholes option pricing model with the following assumptions: expected volatility of 120% based on the average volatility of comparable companies, expected life of three years, expected dividend yield of 0%, a risk free rate of 3.65% and a share price of $0.10 (note 13). Number of Stock Options issued # Weighted average exercise price $ Weighted average remaining life (Years) Balance as at March 31, 2024, March 31, 2025 and December 31, 2025 400,000 0.10 0.1 HAVILAND ENVIRO CORP. A Capital Pool Corporation Notes to the Unaudited Condensed Interim Financial Statements (In Canadian dollars) For the three and nine months ended December 31, 2025 and 2024 8 7. Share capital (Continued) Shares subject to escrow Upon completion of the Offering on February 7, 2023, all issued and outstanding seed shares became subject to a uniform 18-month escrow release schedule following the closing of a Qualifying Transaction, and will be released as to 25% on the date of the final Qualifying Transaction Exchange bulletin and an additional 25% on each of the dates that are 6, 12 and 18 months thereafter, pursuant to the terms of an Escrow Agreement dated as of November 10, 2022 between the --- Company, Odyssey Trust Company, and the shareholders of the Company. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer must also be escrowed. All common shares acquired on exercise of stock options granted to directors and officers prior to completion of a Qualifying Transaction must also be deposited and held in escrow pursuant to the requirements of the Exchange. All common shares of the Company acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited and held in escrow. Agent Options issued On February 7, 2023, the Company issued an aggregate of 306,880 options (“Agent Options). Each such Agent Option entitled the holder to acquire one common share of the Company at an exercise price of $0.10 for a period of two years. The Agent Options were valued upon issuance at $19,005 using the Black-Scholes option pricing model based on the following assumptions: expected volatility of 120% based on the average volatility of comparable companies, expected life of two years, expected dividend yield of 0%, risk free rate of 3.96% and a share price of $0.10. The Agent Options remained unexercised and expired on February 7, 2025. The valuation of $19,005 was reallocated to Retained Earnings upon expiration. 8. Accounts payable and accrued liabilities The Company’s accounts payable and accrued liabilities consisted of the following: December 31, March 31, 2025 2025 Accounts payable $ 936 $ 23,101 Accrued liabilities 2,825 15,636 Total accounts payable and accrued liabilities $ 3,761 $ 38,737 HAVILAND ENVIRO CORP. A Capital Pool Corporation Notes to the Unaudited Condensed Interim Financial Statements (In Canadian dollars) For the three and nine months ended December 31, 2025 and 2024 9 9. Net income (loss) per share The net income (loss) per common share was based on the income (loss) attributable to common shareholders and the weighted average number of common shares outstanding. The income (loss) per share calculation for 2025 and 2024 does not include 7,400,000 escrowed shares as they are contingently returnable. Diluted loss per share does not include the effect of any share options outstanding as they are anti-dilutive. Diluted income per share includes the effect of 50% of Agent Options which expired on February 7, 2025. The remaining 50% of the Agent Options and Stock Options outstanding are restricted until the completion of the Qualifying Transaction. 10. Related party transactions Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions. For the three and nine months ended December 31, 2025, Irwin Lowy, LLP, a law firm of which a director of the Company is a Partner, provided legal services totaling $424 and 4,145 respectively, mainly for AGM expenses ($3,721) and general corporate advice ($424). For the comparative three and nine months ended December 31, 2024 – ($282) and $938 respectively was expensed to general corporate advice. As at December 31, 2025, $Nil due to Irwin Lowy LLP was included in accounts payable and accrued liabilities (March 31, 2025 - $19,216). The amounts payable are unsecured, non-interest bearing with no fixed terms of repayment. 11. Management of capital The Company’s objectives when managing capital are to --- safeguard the Company’s ability to continue as a going concern and to ensure sufficient liquidity in order to continue operating as a CPC, and to complete the proposed Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital as total shareholders’ equity. The Company is not subject to any externally imposed capital requirements, other than the cash restriction disclosed in Note 3. There were no significant changes in the Company’s approach to capital management during the nine months ended December 31, 2025 and 2024. HAVILAND ENVIRO CORP. A Capital Pool Corporation Notes to the Unaudited Condensed Interim Financial Statements (In Canadian dollars) For the three and nine months ended December 31, 2025 and 2024 10 12. Financial instruments and risk management The Company's activities may expose it to a variety of financial risks: fair values, credit risk, liquidity risk and market risk (including interest rate risk). The Board of Directors provides regular guidance for overall risk management. Fair values As at December 31, 2025, the Company’s financial instruments consisted of cash, loan receivable, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments. The Company is exposed in varying degrees to a number of risks arising from financial instruments. Management’s involvement in the operations allows for the identification of risks and variances from expectations. The Company does not participate in the use of financial instruments to mitigate these risks. The Board approves the risk management processes. The Board’s main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the limitation of the Company’s exposure to credit and market risks and the completion of its proposed Qualifying Transaction. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company is exposed to credit risk through its cash balance which, as at December 31, 2025, was held in a Canadian financial institution. The Company believes its exposure to credit risk is not significant. Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Management believes the Company had no significant exposure to interest rate risk through its financial instruments because, as at December 31, 2025, its cash was held in a Canadian financial institution. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements. The Company coordinates this planning and budgeting process with its financing activities through the capital management process described in note 11, in normal circumstances. The Company’s accounts payable and accrued liabilities have contractual maturities of less than 30 days and have normal tr --- ade terms. 13. Subsequent event On January 29, 2026, the Company and Xogen amended the LOI to extend the deadline for entering into a definitive agreement to April 30, 2026 and to extend the proposed closing date to June 30, 2026. On February 7, 2026, the Company’s Stock Options expired.