Original News Release
SEDAR Interim Financial Statements
FluroTech Ltd. Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 (In Canadian dollars) Unaudited – Prepared by Management Notice of No Auditor Review of Condensed Interim Financial Statements In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed these unaudited condensed interim financial statements as at and for the three and nine months ended September 30, 2025. The accompanying notes are an integral part of these condensed interim financial statements. 2 FluroTech Ltd. Condensed Interim Statement of Financial Position (Unaudited) (In Canadian dollars) As at September 30 2025 December 31 2024 Assets Current assets Cash $ 167,877 261,106 Accounts receivable - 17,400 Prepaid expenses and deposits 270 210 Total assets $ 168,147 278,716 Liabilities Accounts payable and accrued liabilities (Note 7) $ 420,324 443,276 Total liabilities $ 420,324 443,276 Shareholders' deficit Share capital (Note 3) 21,468,532 21,468,532 Contributed surplus 4,714,690 4,714,690 Deficit (26,435,399) (26,347,782) Total shareholders’ deficit (252,177) (164,560) Total liabilities and shareholders’ deficit $ 168,147 278,716 Going concern (Note 1) Approved on behalf of the Board of Directors: {Signed} {Signed} Eric Corbett, Director Richard Paolone, Director The accompanying notes are an integral part of these condensed interim financial statements. 3 FluroTech Ltd. Condensed Interim Statements of Loss and Comprehensive Loss (Unaudited) (In Canadian dollars) Three months ended September 30 Nine months ended September 30 2025 2024 2025 2024 Expenses General and administrative $ 5,928 $ 2,050 $ 18,684 $ 6,669 Professional fees 1,580 3,587 58,176 8,414 Shareholder and regulatory 3,433 2,825 10,550 44,088 Transaction costs - 371,990 207 993,956 Share-based compensation - - - - Total expenses 10,941 380,452 87,617 1,053,127 Other expenses (income) Gain on disposition of equipment - - - (10,383) Loss from continuing operations $ (10,941) $ (380,452) $ (87,617) $ (1,042,744) Income (loss) per share – basic and diluted (Note 4) Continuing operations $ (0.00) $ (0.02) $ (0.00) $ (0.06) The accompanying notes are an integral part of these condensed interim financial statements. 4 FluroTech Ltd. Condensed Interim Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited) (In Canadian dollars) For the nine months ended September 30 2025 2024 Share capital (Note 3) Balance, January 1 $ 21,468,532 $ 20,365,020 Private placement, net of issue costs - 966,526 Debt settlement - 136,986 Balance, September 30 21,468,532 21,468,532 Contributed surplus Balance, January 1 and September 30 4,714,690 4,714,690 Deficit Balance, January 1 (26,347,782) (25,260,059) Loss for the period (87,617) (1,042,744) Balance, September 30 (26,435,399) (26,302,803) Total shareholders’ equity (deficit) (252,177) (119,581) The accompanying notes are an integral part of these condensed interim financial statements. 5 FluroTech Ltd. Condensed Interim Statement of Cash Flows (Unaudited) (In Canadian dollars) For the nine months ended September 30 2025 2024 Operating activities $ (87,617) $ (1,042,744) Items not affecting cash: Gain on disposition of equipment - (10,383) Unrealized foreign exchange - 4,726 Change in non-cash working capital: 17,400 1,891 Prepaid expenses and deposits (60) (524) Accounts payable and accrued liabilities (22,952) 125,952 Net cash
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used in operating activities (93,229) (921,082) Financing activities Private placement proceeds - 1,000,000 Share issue costs - (33,474) Net cash provided by financing activities - 966,526 Investing activities Proceeds from disposition of equipment, net - 10,383 Net cash provided by investing activities - 10,383 Increase (decrease) in cash (93,229) 55,827 Cash, January 1 261,106 208,446 Cash, September 30 $ 167,877 $ 264,273 FluroTech Ltd. Notes to the Condensed Interim Financial Statements September 30, 2025 (Unaudited) (In Canadian dollars) 6 1. NATURE OF OPERATIONS AND GOING CONCERN FluroTech Ltd. (the “Company” or “FluroTech”), incorporated under the Business Corporations Act (Alberta) by amalgamation on May 24, 2018. The Company’s registered office of record is located at 520 3rd Ave S.W. Suite 1900, Calgary, Alberta, Canada. The Company’s shares trade on the NEX Board of the TSX Venture Exchange (“TSXV”) under the symbol “TEST.H”. The Company continues to review strategic opportunities that will qualify the Company to return to the TSXV. These condensed interim financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has not achieved profitable operations since its inception and at September 30, 2025 had an accumulated deficit of $26,435,399 (December 31, 2024 – $26,347,782). During the nine months ended September 30, 2025, the Company reported a loss of $87,617 and net cash used in operating activities of $93,229. Whether and when the Company can attain profitability and positive cash flows from operations is uncertain. The factors above give rise to material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern. At September 30, 2025, the Company reported a $252,177 working capital deficit (December 31, 2024 – $164,560). These condensed interim financial statements do not reflect adjustments that would be necessary if the going concern basis was not appropriate. Consequently, adjustments would then be necessary to the carrying value of assets and liabilities, the reported expenses and their classifications. Such adjustments, if required, could be material. 2. BASIS OF PRESENTATION The unaudited condensed interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), applicable to the preparation of interim financial statements as set out in International Accounting Standard 34 Interim Financial Reporting. Certain information and disclosures included in the December 31, 2024 audited financial statements, prepared in accordance with IFRS Accounting Standards, have been condensed or omitted. The Company has consistently applied the same accounting policies throughout all periods presented. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2024. These unaudited condensed interim financial statements were authorized for issue by the Board of Directors on November 27, 2025. 3. SHARE CAPITAL Number of Issued common shares: shares Amount Balance, December 31, 2024 and September 30, 2025 23,205,517 $ 21,468,532 FluroT
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ech Ltd. Notes to the Condensed Interim Financial Statements September 30, 2025 (Unaudited) (In Canadian dollars) 7 4. PER SHARE AMOUNTS Three months ended September 30 Nine months ended September 30 2025 2024 2025 2024 Loss for the period $ (10,941) $ (380,452) $ (87,617) $ (1,042,744) Number of common shares outstanding January 1 23,205,517 23,205,517 23,205,517 16,705,502 Effect of shares issued - - - - Basic weighted average number of shares (1) 23,205,517 23,205,517 23,205,517 16,705,502 Loss per share - basic $ (0.00) $ (0.02) $ (0.00) $ (0.06) (1) There were no dilutive equity instruments outstanding during the three and nine months ended September 30, 2025 and 2024. 5. CAPITAL MANAGEMENT The Company’s objectives when managing its capital are to safeguard its ability to continue as a going concern, to meet its capital expenditures for its continued operations, and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. The Company manages the capital structure and adjusts it considering changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, or acquire or dispose of assets. As at September 30, 2025, the Company did not have any outstanding debt apart from accounts payable and accrued liabilities. The Company is not subject to externally imposed capital requirements. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company defines capital as shareholder’s equity less cash. FluroTech Ltd. Notes to the Condensed Interim Financial Statements September 30, 2025 (Unaudited) (In Canadian dollars) 8 6. CREDIT RISK Credit is the risk of loss associated with the counterparty's inability to fulfil its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks at September 30, 2025 consist principally of the carrying amount of cash and accounts receivable. All the Company’s cash is held at a financial institution which is a Canadian Chartered Bank. Management believes that the risk of loss is minimal, but the Company is subject to concentration of credit risk. The Company’s accounts receivable is typically collected within 30 to 60 days of the statement of financial position date and is comprised of the following: As at September 30 2025 December 31 2024 Goods and Service Tax $ - $ - Excise Tax - 17,400 $ $ 17,400 Accounts receivable at December 31, 2024 consisted of Excise Tax of $17,400, which was collected in February 2025.. 7. 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 currently settles its financial obligations with cash. As at September 30, 2025, the Company's financial liabilities consist of accounts payable and accrued liabilities. The Company manages its liquidity risk by reviewing its capital requirements on an ongoing basis. There have been no changes in the Company's strategy with respect to credit/liquidity risk in the period. The Company’s accounts payable and accrued liabilities are comprised of the following: As at September 30 2025 December 31 2024 Trade accounts payable $ 195,401 $ 190,332 Accrued liabilities 3,689 20,750 Due to an officer for consulting fees (a) 51,234 41,234 Due
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to a former officer and director for prior years salaries and benefits 170,000 170,000 Due to former officer for reimbursement of travel expenses - 20,960 $ 420,324 $ 443,276 a) During the three and nine months ended September 30, 2025, an officer of the Company charged $5,000 and $10,000 of fees, respectively, for management consulting services. As at September 30, 2025, accounts payable and accrued liabilities include $51,234 (December 31, 2024 – $41,234) due to the officer in respect of such fees FluroTech Ltd. Notes to the Condensed Interim Financial Statements September 30, 2025 (Unaudited) (In Canadian dollars) 9 8. COMMITMENTS AND PROPOSED DEBT CONVERSION Debt Conversion Commitment On March 28, 2025, Dalco Capital Inc. (“Dalco”) and Curtis Smith (“Smith”) each provided the Company with a written commitment stating that, in connection with a proposed reverse take-over (“RTO”) transaction, they would agree to convert their outstanding debt into equity of the resulting issuer at the same price as any shares issued pursuant to the RTO or any related financing. As at September 30, 2025, amounts owing to Dalco and Smith were $170,000 and $41,234, respectively. The proposed conversion is non-binding and remains conditional upon the successful completion of the RTO. Alternatively, Dalco and Smith indicated they may enter into a Debt Assignment Agreement with a prospective RTO counterparty whereby their debt would be sold for a mutually agreed cash consideration. No definitive agreements have been executed and no accounting adjustments have been recognized in these condensed interim financial statements related to this commitment.
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