SEDAR Interim Financial Statements

JACK NATHAN MEDICAL CORP. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025 and 2024 RESPONSIBILITY FOR INTERIM CONDENSED CONSOLDIATED FINANCIAL STATEMENTS (UNAUDITED) The accompanying interim condensed unaudited consolidated financial statements of Jack Nathan Medical Corp. for the three and six months ended July 31, 2025 and 2024 have been prepared by Management in accordance with International Financial Accounting Standards, IAS 34 - Interim Financial Reporting. Auditor Involvement The auditor of Jack Nathan Medical Corp. has not performed a review of these interim condensed consolidated financial statements. Woodbridge, Ontario September 29, 2025 JACK NATHAN MEDIAL CORP. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS July 31, 2025 and 2024 Page Interim Condensed Consolidated Statements of Financial Position 2 Interim Condensed Consolidated Statements of Loss and Comprehensive loss 3 Interim Condensed Consolidated Statements of Changes in Shareholders' Deficit 4 Interim Condensed Consolidated Statements of Cash Flows 5 Notes to the Interim Condensed Consolidated Financial Statements 6 – 17 2 3 4 5 JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 6 1. NATURE OF BUSINESS AND OPERATIONS Jack Nathan Medical Corp. (“JNH” or the “Company”) is a publicly listed company incorporated under the laws of the Province of Ontario, Canada. The Company’s common shares are traded on the TSX Venture Exchange under the symbol “JNH” and on the OTCQB market under the symbol “JNHMF”. The Company was established in 2006 through its wholly owned subsidiary, Jack Nathan Medical Inc. (“JNMI”), to design, build, and operate barrier-free medical clinics in high-density retail locations. On October 6, 2020, the Company completed a reverse takeover transaction (“RTO”) with Woodbridge Ventures Inc., becoming the publicly listed parent entity of JNMI and its following subsidiaries: • Jack Nathan Functional Health Inc. (“Jack Nathan Health”) owned 100% by JNH at October 31, 2021 (formerly 80% from December 14, 2020 until September 3, 2021) • Writi Inc., (“Writi”) owned 100% by JNH - January 8, 2021 • Redeem Cosmetic & Surgical Inc. and 1883853 Ontario Limited (“MedSpa”) - February 17, 2021 The Company operated one of Canada’s largest networks of primary care medical clinics located within Walmart in both Canada and Mexico. On December 1, 2024, the Company completed the sale of substantially all its Canadian medical clinic and licensee operations for total cash consideration of $5,000,000. As part of the transaction: • Approximately $15 million in debt owed to Walmart Canada Corp. was extinguished. • The Company entered a profit-sharing arrangement with Walmart Canada, secured against the assets of its Mexican operations. • All Canadian primary care operations were discontinued. On April 4, 2025, Walmart Mexico provided formal notice of termination of its agreements with Jack Nathan Medical Corp. relating to the operation of medical clinics within Walmart stores in Mexico. By June 30, 2025, the Company ceased all its clinical operations within Walmart Mexico locations. As of the date of these financial statements Company has ceased operation of all 171 corporate-owned medical clinics in Mexico, comprising 165 retail clinics located within Walmart stores, 5 clinics in Walmart Distributi --- on Centers, and 1 multidisciplinary flagship clinic in Mexico City and the assets held by the subsidiary JNH Mexico has been held for sale. Following both of these significant restructuring and as of the date of these financial statements, the Company operates four MedSpa clinics in Ontario and Alberta, focused on providing aesthetic and wellness services including injectables, laser treatments, and advanced skin care therapies. This segment now represents the Company’s primary ongoing business activity. The registered and head office of the Company is located at 6-6150 Highway 7 #491 Woodbridge, Ontario, Canada. JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 7 2. BASIS OF PREPARATION a) Statement of compliance These unaudited interim condensed consolidated financial statements as at and for the three and six months ended July 31, 2025 have been prepared in accordance with International Accounting Standard (“IAS”) 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The disclosure contained in these unaudited interim condensed consolidated financial statements does not include all the requirements in IAS 1 Presentation of Financial Statements (“IAS 1”). Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as at and for the year ended July 31, 2025, which include information necessary to understand the Company’s business and financial statement presentation. The interim condensed unaudited consolidated financial statements were authorized for issuance by the Board of Directors on September 29, 2025. b) Basis of consolidation Subsidiaries Subsidiaries consist of companies over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control transferred to the Company and are deconsolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flow of the Company and its subsidiaries after eliminating inter-company balances and transactions. The table below lists the Company’s subsidiaries that are consolidated in these financial statements: Subsidiary Principal place of business July 31, 2025 January 31, 2025 JNH Mexico. Mexico 99.9% 99.9% Vivify Wellness Inc. Inactive 100.0% 100.0% JNH Shanghai. Inactive 95.0% (1) 95.0% Jack Nathan Functional Health Inc. Ontario, Canada 100.0% 100.0% Jack Nathan Medical Inc. Ontario, Canada 100.0% 100.0% Writi Inc. Inactive 100.0% 100.0% (1) The interest of non-controlling shareholders of JNH Shanghai have not been presented separately due to no active business in JNH Shanghai. All intercompany group transactions, balances, income, and expenses are eliminated in full on consolidation. c) Basis of measurement The policies set out were consistently applied to all the periods presented unless otherwise noted below. The preparation of these unaudited interim condensed consolidated financial statements in conformity with IFRS as issued by the IASB requires man --- agement to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 8 2. BASIS OF PREPARATION (Continued) d) Basis of measurement (Continued) These unaudited interim condensed consolidated financial statements have been prepared in their functional currency on a historical cost basis except for long-term liabilities, loans receivable, and derivatives, which are measured at amortized cost or fair value. Historical cost is generally based upon the fair value of the consideration given in exchange for assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether the price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company considers the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These unaudited interim condensed consolidated financial statements have been prepared using the same accounting policies and methods of computation as presented in Note 3 of the annual audited consolidated financial statements of the Company as at and for the year ended January 31, 2025. 4. GOING CONCERN ASSUMPTION These unaudited interim condensed consolidated financial statements have been prepared on a basis that assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. These unaudited interim condensed consolidated financial statements do not reflect any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company incurred a net loss of $711,889 from continuing operation (six months ended July 31, 2024 - $1,522,532) and net loss of $355,164 from discontinued operation during the six months ended July 31, 2025 (six months ended July 31, 2024 - $217,499), had an accumulated deficit of $26,456,787 at July 31, 2025 (January 31, 2025 - $25,260,535) and, as at July 31, 2025 had working capital surplus of $342,642 (January 31, 2025 - $1,405,394). On December 1, 2024, the Company completed the sale of its Canadian medical clinic and licensee operations to WELL Health Technologies Corp. for total cash consideration of $5,000,000. In addition to the cash inflow, the transaction included the extinguishment of over $15,000,000 in secured debt owed to Walmart Canada Corp. These changes significantly strengthened the Company’s balance sheet and liquidity position. A portion of the proceeds was used to repay interim advances, settle transaction-related obligations, and support the Company’s continuing operations. On April 4, 2025, the Company announced that it had been unable to ratify terms with Walmart Mexico and issued termination notices for all related operations. These operations were fully wound down and ceased as of June 30, 2025. As a result, the Company no longer operates any clinics in Mexico. --- The cessation of the Mexico operations represents a significant change to the Company’s historical business model. While this development reduces revenue sources, management believes that the Company’s Canadian MedSpa operations provide a base level of financial stability and growth potential for the overall Company. Accordingly, these financial statements have been prepared on a going concern basis. JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 9 4. GOING CONCERN ASSUMPTION (Continued) The Company is undertaking significant cost restructuring initiatives to reduce corporate overhead and align its cost base with the MedSpa operations. Management expects that the MedSpa business will achieve breakeven by the end of the current fiscal year. However, In order to sustain and grow the MedSpa operations, the Company needs additional financing. Management continues to monitor cash needs and is considering various alternatives to raise additional financing; however, there can be no assurance that such financing will be available on acceptable terms or at all. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. 5. DISCONTINUED OPERATIONS Mexico Operations On April 4, 2025, the Company announced that it had been unable to ratify terms with Walmart Mexico and issued termination notices for all related operations. These operations were fully wound down and ceased as of June 30, 2025. As a result, the Mexican operations have been classified and presented as discontinued operations in these interim financial statements in accordance with IFRS 5. The Company is in the process of recovering outstanding accounts receivable from Walmart Mexico and settling all related expenses and liabilities, including employee severance obligations, as part of the wind-up of the Mexican operations. The major classes of revenue and expenses constituting the results of the discontinued Mexico operation for the six month period ended July 31, 2025 and July 31, 2024 are as follows: JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 10 5. DISCONTINUED OPERATIONS (Continued) Net Cash Flows attributable to discontinued Mexico operation for the six-month period ended July 31, 2025: Medical Clinic and Licensee Business (Canada) On December 1, 2024, the Company completed the sale of substantially all of its Canadian medical clinic and licensee operations to WELL Health Technologies Corp. for total cash consideration of $5,000,000. As part of the transaction: • Approximately $15 million in debt owed to Walmart Canada Corp. was extinguished. • The Company entered into a profit-sharing arrangement with Walmart Canada, secured against the assets of its Mexican operations; and • All Canadian primary care operations were discontinued. For the year ended January 31, 2025, the discontinued Canadian operations generated a net income of $9,995,129, primarily driven by a gain on sale of $16,397,513 recognized on completion of the transaction. The results of this divested segment were presented as discontinued operations in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. Comparative Information – Re --- statement for Discontinued Operations As the Canadian medical clinic and licensee operations were classified as discontinued in Q4 of the prior fiscal year, the comparative figures for the three months ended April 30, 2024 were previously restated to reflect only continuing operations (Canadian MedSpa and Mexican operations). With the Mexican operations now classified as discontinued in Q2 2025, the comparative figures for the six months ended July 31, 2024 have been restated to reflect only continuing operations consisting of the Canadian MedSpa business. Accordingly, the comparative amounts presented in these interim financial statements will not match the previously published interim financial statements for the six months ended July 31, 2024, which included the results of the Mexican operations and Canadian medical clinic and licensee operations as part of continuing operations. JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 11 6. REVENUES Revenues for the three and six months ended July 31, 2025, and 2024 consist of the following: 7. RIGHT-OF-USE ASSETS The Company recognized the right-of-use asset for its office space lease and MedSpa equipment as follows: Depreciation of right-of-use assets for the six months ended July 31, 2025, was $45,044 (2024 - $158,587). 8. ACCOUNTS AND OTHER RECEIVABLES The Company’s accounts receivable are summarized as follows as of July 31, 2025, and January 31, 2025: Accounts receivable are non-interest bearing and the average credit period is 30 days according to the terms agreed with the customers. JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 12 9. PROPERTY AND EQUIPMENT The components of property and equipment are as follows as of July 31, 2025: Depreciation for the six months ended July 31 ,2025, was $39,443 (2024 - $326,002). Out of the prior year amount, $35,328 related to continuing operation-MedSpa Canada and $290,674 related to Canadian clinic and license operations which were discontinued in December 2024 and Mexico clinic operations which was discontinued in the current six month period ending on July 31, 2025. JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 13 10. LEASE OBLIGATIONS The following table presents the lease obligations for the Company: The following table presents the contractual undiscounted cash flows for lease obligation as at July 31, 2025: 11. LOANS AND BORROWINGS As at July 31, 2025 and January 31, 2025, the Company had no outstanding loans or borrowings. As part of the asset purchase agreement (“APA”) with WELL Health Technologies Corp. completed on December 1, 2024, all existing loan facilities and secured debt obligations, owed to Walmart Canada Corp., were fully extinguished. 12. SHARE CAPITAL Authorized - Unlimited number of common shares: There was no change in share capital during the six month period ended on July 31, 2025. JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 14 13. SHARE BASED COMPENSATION (a) Stock Options The following table summarizes --- the Company’s stock options activity for the three months ended July 31, 2025 and year ended January 31, 2025: A summary of stock options outstanding as of July 31, 2025, is set out below: (b) RSUs All outstanding RSUs were fully settled at a price of $0.03 per unit in connection with the execution of the Asset Purchase Agreement (“APA”) on December 1, 2024. These RSU settlements were made pursuant to individual executive settlement agreements, which also included consulting provisions for a defined transition period. No RSUs remain outstanding or exercisable as on July 31, 2025. JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 15 13. SHARE BASED COMPENSATION (Continued) (c) DSUs The following table summarizes the Company’s DSU activity for the three months ended July 31, 2025, and year ended January 31, 2025: There was no share compensation expense during the six months ended July 31 , 2025 (2024- $11,050) 14. LOSS PER SHARE The table below shows the components used in the calculation of basic and diluted loss per share: 15. FINANCIAL INSTRUMENTS The Company has exposure to the following risks from its use of financial instruments: credit risk, liquidity risk, interest rate risk, currency risk and market risk. The following presents information about the Company’s exposure to each of these risks, and the Company’s objectives, procedures, and processes for measuring and managing risk. (a) Credit risk Credit risk refers to the risk that a counterpart will default on its contractual obligation, resulting in financial loss to the Company. Such risks arise primarily from certain financial assets held by the Company consisting of accounts receivable. The Company’s maximum exposure to credit risk is limited to the carrying amount of the financial assets. (b) Liquidity risk Liquidity risk is the risk that the Company may encounter difficulties in meeting obligations associated with financial liabilities. As at July 31, 2025, the Company maintained adequate cash balances and credit facilities in order to meet short term business requirements, after taking into account cash flows from operations. Accounts payable and accrued liabilities are subject to normal trade terms. JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 16 15. FINANCIAL INSTRUMENTS (Continued) (b) Liquidity risk (Continued) The following tables summarize the contractual maturities of financial liabilities: (c) Market Risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and is comprised of currency risk, interest rate risk, and other price risk. (d) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. (e) Currency risk Currency risk arises on financial instruments that are denominated in a foreign currency, a currency other than the functional currency in which they are measured. 16. RELATED PARTY TRANSACTIONS During the six months ended July 31, 2025, the Company engaged in transactions in the normal course of operations with the following related parties. All these transactions have been accounted for at the amount --- agreed to by the transacting parties as follows: Transactions with key management personnel The Company recorded salaries and consulting fees during the six months ended July 31, 2025, in the amount of $70,000 (2024 –$641,021) to key management personnel. Transactions with related parties other than key management personnel The Company recorded fees during the six months ended July 31, 2025 of $31,250 (2024 - $101,250) to the directors of the Company. 17. CAPITAL MANAGEMENT The Company defines capital as all borrowings, lease obligations, equity comprised of issued share capital, warrants and contributed surplus. The Company’s objectives when managing its capital are: JACK NATHAN MEDICAL CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended July 31, 2025, and 2024 [Expressed in Canadian Dollars] 17 17. CAPITAL MANAGEMENT (CONTINUED) [i] to maintain a flexible capital structure that optimizes the cost of capital at acceptable risk while providing an appropriate return to its shareholders; [ii] to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business; [iii] to safeguard the Company’s ability to obtain financing should the need arise; and [iv] to maintain financial flexibility in order to have access to capital for future acquisitions and growth opportunities. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable. There were no changes in the Company’s approach to capital management during the three months ended April 30, 2025. The Company is not subject to externally imposed capital requirements. 18. SEGMENT INFORMATION Following the sale of the Canadian medical clinic and licensee operations in December 2024 and the closing down of the Mexican operations in June 2025, the Company’s continuing operations now consist solely of the MedSpa business in Canada. As such, the Company has determined that it operates as a single reportable segment. The following tables present segment information for the six months ended and as at July 31, 2025 and 2024: 19. COMMITMENTS AND CONTINGENCIES Contingent liability On May 17, 2022, the former CEO of the Company initiated a claim against the Company in the amount of $14.6 million for breach of contract. On November 2, 2022 the Company defended against the claims and initiated a counter claim in the amount of $10 million. Management intends to defend the claim and the outcome of the claim and counter claim is uncertain at this time. As a result, no accrual for potential loss or gain on the outcome of the matter has been made in the consolidated financial statements. 20. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were authorized for issue. There were no material subsequent events that require disclosure in these financial statements.