SEDAR Interim Financial Statements

Optimi Health Corp. Condensed interim consolidated financial statements Three Months Period Ended December 31, 2025 (Expressed in Canadian Dollars) Unaudited 1 Optimi Health Corp. Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars) Note December 31, September 30, 2025 2025 $ $ ASSETS Current Cash and cash equivalents 3 491,750 1,145,065 Accounts receivable 118,852 95,054 Inventory 4 310,388 310,388 Prepaids and advances 6 190,116 275,720 Total current assets 1,111,106 1,826,227 Deposits 17,548 17,548 Deferred financing costs 807,936 807,936 Plant and equipment 7 12,128,382 12,380,190 Right-of-use assets 8 171,231 180,744 Total assets 14,236,203 15,212,645 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Accounts payable and accrued liabilities 9 1,549,202 1,390,980 Due to related parties 14 917,869 524,326 Deferred revenue 10 207,759 207,759 Current portion of lease liabilities 8, 14 27,426 26,045 Current portion of loans payable 11, 14 2,916,000 2,884,500 Convertible debentures 12, 14 3,450,000 3,450,000 Total current liabilities 9,068,256 8,483,610 Lease liability 8, 14 150,934 158,374 Total liabilities 9,219,190 8,641,984 Shareholders’ equity Share capital 13 31,691,943 31,691,943 Reserves 13 1,636,858 2,120,398 Accumulated deficit (28,311,788) (27,241,680) Total shareholders’ equity 5,017,013 6,570,661 Total liabilities and shareholders’ equity 14,236,203 15,212,645 Approved and authorized by the Board on February 17, 2026 "Jason Mosberian" Director "John James Wilson" Director The accompanying notes are an integral part of these condensed interim consolidated financial statements 2 Optimi Health Corp. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) Note Period Ended December 31, 2025 Period Ended December 31, 2024 $ $ Revenue - 232,700 Cost of sales 4 - (62,473) Gross margin - 170,227 Expenses Advertising, promotion and public relations 1,949 30,503 Amortization and depreciation 7, 8 264,749 228,917 Bank charges and interest 8, 11, 12 278,791 108,004 Consulting 14 279,193 219,734 Consumables, supplies and overhead 39,016 73,188 Insurance 56,592 82,863 Investor relations 184,670 - Office, rent and administration 32,313 57,690 Professional fees 30,671 38,152 Research and development 48,495 201,998 Share-based compensation 13, 14 327 2,825 Shipping 7,629 26,849 Transfer agent and filing fees 59,471 33,661 Travel and accommodation 11,435 11,179 Wages and benefits 264,087 320,893 Total Expenses (1,559,388) (1,436,456) Interest and other income 3 5,413 7,249 Loss and comprehensive loss for the period (1,553,975) (1,258,980) Loss per share Basic and diluted $(0.02) $(0.01) Weighted average number of common shares outstanding Basic and diluted 96,638,169 94,663,356 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 3 Optimi Health Corp. Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) Period Ended December 31, 2025 Period Ended December 31, 2024 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the year (1,553,975) (1,258,980) Add back non-cash items Amortization and depreciation 264,749 228,917 Share-based compensation 327 2,825 Loan accretion 31,500 48,500 Lease interest 6,841 739 Changes in non-cash working capital items Accounts Receivable (23,798) 16,819 Inventory - 262,625 Biological assets - - Deferred revenue - 99,671 Prepaids and advances --- 85,604 30,998 Due to related party 393,543 216,793 Accounts payable and accrued liabilities 158,222 42,105 Cash used in operating activities (636,987) (308,988) CASH FLOWS FROM INVESTING ACTIVITIES Plant and equipment expenditures (3,428) (21,674) Cash used in investing activities (3,428) (21,674) CASH FLOWS FROM FINANCING ACTIVITIES Subscriptions received in advance - 335,000 Share issue costs - (15,000) Payment of lease obligations (12,900) (10,500) Cash provided by financing activities (12,900) 309,500 Change in cash and cash equivalents during the period (653,315) (21,162) Cash and cash equivalents, beginning of period 1,145,065 103,660 Cash and cash equivalents, end of period 491,750 82,498 SUPPLEMENTAL INFORMATION Plant and equipment costs included in accounts payable $14,381 $74,540 Deferred financing costs in accounts payable $767,793 - Equity component of loans payable - - Transfer from reserves to deficit on cancellation of options $483,867 $34,429 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 4 Optimi Health Corp. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Expressed in Canadian Dollars) Common Shares Share Capital Subscriptions received in advance Reserves Deficit Total Equity $ $ $ $ $ Balance, October 1, 2024 94,663,356 31,158,441 - 2,028,102 (23,610,831) 9,575,712 Subscriptions received in advance - 335,000 - - 335,000 Share issue costs - (15,000) - - - (15,000) Transfer from reserves to deficit on cancellation of options - - - (34,429) 34,429 - Share-based compensation - - - 2,825 - 2,825 Loss and comprehensive loss for the period - - - - (1,258,980) (1,258,980) Balance, December 31, 2024 94,663,356 31,143,441 335,000 1,996,498 (24,835,382) 8,639,557 Balance, October 1, 2025 96,638,169 31,691,943 - 2,120,398 (27,241,680) 6,570,661 Transfer from reserves to deficit on expiry of options - - - (483,867) 483,867 - Share-based compensation - - - 327 - 327 Loss and comprehensive loss for the period - - - - (1,553,975) (1,553,975) Balance, December 31, 2025 96,638,169 31, 691,943 - 1,636,858 (28,311,788) 5,017,013 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 5 1. Nature of Operations and Going Concern Optimi Health Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on May 27, 2020, under the name 1251417 B.C. Ltd. The Company changed its name from 1251417 B.C. Ltd. to Optimi Health Corp. on August 17, 2020. The Company is licensed by Health Canada to produce and supply natural GMP-grade psilocybin, psilocin, and other psychedelic substances, some being synthetically formulated, as well as functional mushrooms that focus on domestic and international health and wellness markets. Built with the purpose of producing scalable psychedelic and functional mushroom products for transformational human experiences, the Company's products are grown at its two facilities comprising a total of 20,000 square feet in Princeton, British Columbia. Focused on being a compassionate supplier of safe drug and nutraceutical products, the Company works with consumers, health food distributors, and drug developers and patients regulated by Health Canada. The registered and records office is located at 2054 Dowad --- Drive, Squamish, British Columbia, Canada, V8B 0Y8. These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the period ended December 31, 2025, the Company incurred a net loss of $1,553,975 and has not yet achieved profitable operations. The Company has an accumulated deficit of $28,311,788 since its inception. Without additional financing, the Company may not be able to fund its ongoing operations. The Company intends to finance its future requirements through a combination of debt and/or equity issuances. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. These uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. 2. Basis of Presentation a) Statement of compliance These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") and the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"s). They do not include all disclosures required by IFRS Accounting Standards ("IFRS") for annual financial statements, and, therefore, should be read in conjunction with the Company’s audited consolidated financial statements for the year ended September 30, 2025, prepared in accordance with IFRS as issued by the IASB. Material accounting policies not included in the audited consolidated financial statements for the year ended September 30, 2025 are described below. These condensed interim consolidated financial statements were authorized by the Audit Committee and Board of Directors of the Company (the “Board”) on February 17, 2026. b) Basis of presentation These condensed Interim consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair value. These condensed Interim consolidated financial statements are presented in Canadian dollars, which is the Company and its subsidiaries’ functional currency. c) Basis of consolidation These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries’ with intercompany balances and transactions eliminated on consolidation. Subsidiaries are those entities over which the Company has the power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. As of December 31, 2025, the Company has 100% ownership interest in Optimi Labs Inc. and Optimi Nutraceuticals Corp. d) Significant accounting judgments and estimates The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date Optimi Health Corp. Notes to the Co --- ndensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 6 of the condensed interim consolidated financial statements and the reported revenues and expenses during the period. Actual results may differ from these estimates. Significant estimates and judgments are evaluations and assumptions about the future and other sources of estimation uncertainty that management has made, which could result in a material adjustment to the carrying amounts of assets and liabilities. Significant estimates and judgments used in the preparation of these condensed interim consolidated financial statements include, but are not limited to, the following: Going concern The assessment of whether the concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. Provisions and contingencies The amount recognized as a provision, including legal, contractual, constructive, and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available. Impairment of Plant and equipment Management considers both external and internal sources of information in determining if there are any indications that the Company’s Plant and equipment is impaired. Management considers the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its plant. Management considers the manner in which the Plant and equipment is being used or is expected to be used an indication of economic performance of the assets. Valuation of inventory Inventories are valued at the lower cost and net realizable value except for biological inventory which includes a fair value component. Purchased inventory is accounted for using the weighted average purchase cost of the components that comprise finished goods inventory. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs to sell. Valuation of share-based payments The Company uses the Black-Scholes option pricing model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. The Company estimates volatility based on the Company’s historical share prices, excluding specific time frames in which volatility was affected by specific transactions that are not considered to be indicative of the entities’ expected share price volatility. Biological assets and inventory In calculating the value of the biological assets, management is required to make a number of estimates, including estimating the stage of growth of the mushrooms up to the point --- of harvest, harvesting costs, selling costs, sales price, wastage and expected yields for the mushrooms. In calculating final inventory values, management is required to determine an estimate of spoiled or expired inventory and compare the inventory cost versus net realizable value. The cost and fair value of biological assets are capitalized to the extent that their cost and fair value will be recoverable. Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 7 Estimated useful lives of Plant and equipment Depreciation of Plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment. 3. Cash and Cash Equivalents Cash and cash equivalents consist of the following: Maturity Classification December 31, 2025 $ September 30, 2025 $ Cash N/A Cash 486,750 1,140,065 Term deposit – 3.0% Demand Cash equivalent - - Term deposit – 4.25% Demand Cash equivalent - - Term deposit – prime – 2% Demand Cash equivalent 5,000 5,000 491,750 1,145,065 During the period ended December 31, 2025, the Company earned $5,413 (December 30, 2024 - $7,249) in interest income. 4. Inventory Inventory consists of the Company’s finished goods functional mushroom nutraceutical products, drug products, harvested mushrooms and raw materials. December 31, 2025 $ September 30, 2025 $ Finished goods drug products 47,812 47,812 Mushroom biomass 262,576 262,576 310,388 310,388 As at December 31, 2025, the Company holds 156kg (September 30, 2025 - 156kg) in harvested mushroom biomass. Cost of sales consists of the following: December 31, 2025 $ December 31, 2024 $ Finished goods drug products - 15,955 Finished goods nutraceutical products - 44,672 Other - 1,846 - 62,473 Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 8 5. Biological Assets The Company grows psilocybin containing mushrooms at its plant located in Princeton, British Columbia. Biological assets consist of psilocybin mushrooms. During the year ended September 30, 2023, the Company commenced production and harvest of psilocybin mushrooms to be used for commercial purposes. As at September 30, 2025 and December 31, 2025 (September 30, 2024 - $nil), the Company had no mushrooms in the growth stage due to the timing of harvests. Although the Company can sell its raw mushroom biomass, it will further process the raw mushroom biomass into psilocybin extract. The cost to process and extract psilocybin are considered costs to sell and are deducted from the fair value of mushroom biomass. Determination of fair value of the biological assets requires the Company to make various estimates and assumptions. The fair value of biological assets is considered a Level 3 category in the IFRS fair value hierarchy. When applying IFRS 13 Fair Value Measurement to non-financial assets, in this case the biological asset and produce, the fair value considers a market participant’s ability to use that asset in its highest and best use. The highest and best use considers the use of the asset that is physically possible, legally permissible, and financially feasible, either in combination with other assets or on a standalone basis. The significant estimates and inputs used to assess the fair value of biological assets include the following assumptions for September 30, 2024:  Selling price – calcu --- lated based on the expected selling price of psilocybin extract derived from processing the raw mushroom biomass, based on the Company’s purchase orders received to date.  Post-harvest costs – calculated as the cost per gram required to convert the raw mushroom biomass into psilocybin extract, consisting of labour, raw materials, and laboratory testing.  Psilocybin potency of raw mushroom inputs – calculated based on the percent psilocybin as a function of raw mushroom input biomass.  Recovery efficiency of psilocybin extract – calculated based on the weight of psilocybin extracted from raw mushroom biomass as a function of the input psilocybin weight. September 30, 2024 $ Selling Price (per gram of psilocybin extract) $ 1,000 Post harvest costs (per gram of psilocybin extract) $ 451 Psilocybin potency (mg/g) 12 Recovery efficiency of psilocybin (%) 55.24 6. Prepaids and Advances Prepaids and advances consist of the following: December 31, 2025 $ September 30, 2025 $ Prepaid consulting fees 17,708 17,708 Prepaid insurance 38,125 83,875 Prepaid investor relation fees 106,184 148,291 Prepaid licensing fees 6,708 13,415 Prepaid transfer agent and filing fees 21,391 12,431 190,116 275,720 Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 9 7. Plant and equipment The Company’s two cultivation and processing facilities located in Princeton, British Columbia (the “Princeton Facilities”). The Princeton Facilities were considered substantially complete on June 27, 2022 and depreciation commenced on the plant. Equipment $ Plant $ Total $ Cost September 30, 2025 1,769,878 13,370,246 15,140,124 Additions 3,428 - 3,428 December 31, 2025 1,773,306 13,370,246 15,143,552 Accumulated depreciation September 30, 2025 1,021,389 1,738,545 2,759,934 Additions 120,435 134,801 255,236 December 31, 2025 1,141,824 1,873,346 3,015,170 Net book value September 30, 2025 748,489 11,631,701 12,380,190 December 31, 2025 631,482 11,496,900 12,128,382 8. Right-of-Use Assets and Lease Liabilities The Company has a lease agreement with BC Green Pharmaceuticals Inc. (“BC Green”), a company related by a common director and common officers, whereby the Company has leased industrial land from BC Green on which to build its Princeton Facilities (Note 14). During the year ended September 30, 2025, the Company renewed its lease with BC Green for a period of five years with a lease payment of $4,300 per month. The continuity of the ROU assets and lease liability are as follows: ROU asset Total $ ROU asset as at September 30, 2024 22,017 Additions 190,257 Amortization (31,530) ROU asset as at September 30, 2025 180,744 Amortization (9,513) ROU asset as at December 31, 2025 171,231 Lease liability Total $ Lease liability as at September 30, 2024 32,781 Additions 190,257 Lease payments (47,176) Lease interest 8,557 Lease liability as at September 30, 2025 184,419 Lease payments (12,900) Lease interest 6,841 Lease liability as at December 31, 2025 178,360 December 31, 2025 $ September 30, 2025 $ Current portion 27,426 26,045 Long-term 150,934 158,374 178,360 184,419 Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 10 9. Accounts payable and accrued liabilities Accounts payable and accrued liabilities are composed of the following: December 31, 2025 $ September 30, 2025 $ Accounts payable --- 1,394,202 1,185,684 Accrued liabilities 155,000 205,296 1,549,202 1,390,980 10. Deferred Revenue Deferred revenue relates to deposits received in advance of fulfilling certain supply agreements: Deferred revenue $ Deferred revenue as at September 30, 2024 116,391 Deposits received 236,878 Revenue fulfilled (145,510) Deferred revenue as at September 30 and December 31, 2025 207,759 11. Loans payable During the year ended September 30, 2024, the Company received gross proceeds of $1,000,000 from loans with an interest rate of 7.5% and a term of one and a half years secured against the assets of the Company. In connection with this financing, the Company issued 100,000 common share purchase warrants with an exercise price of $0.50 and a term of one and a half years. The interest rate of 7.5% was determined to be a below market rate of interest. The loans were recorded at fair value on initial recognition, which was determined to be $896,000 using a discount rate of 15%, resulting in a total discount of $100,000. As the loans were provided by shareholders of the Company, the discount was considered to a component of equity. The warrants were valued at $4,000 using the Black-Scholes option pricing model and were accounted for as debt issuance costs. The inputs to the Black-Scholes pricing model were as follows: stock price – $0.17, exercise price – $0.50, expected life – 1.5 years, volatility – 100% , and discount rate – 3.79%. During the period ended December 31, 2025, the Company recorded $103,779 (2024 - $56,250) in interest expense of which $66,279 (2024 - $56,250) was accrued interest payable recorded in accounts payable and accrued liabilities, and recorded loan accretion of $31,500 (2024 - $48,500) in relation to these loans. Loans $ Loans as at September 30, 2024 2,718,500 Loan accretion 166,000 Loans as at September 30, 2025 2,884,500 Loan accretion 31,500 Classified as current 2,916,000 Classified as long-term - The maturity dates of these loans are as follows: Maturity date $ April 30, 2026 1,000,000 August 4, 2026 1,000,000 August 31, 2026 1,000,000 3,000,000 Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 11 12. Convertible debentures During the year ended September 30, 2025, the Company received $3,450,000 in cash proceeds through the issuance of convertible debentures bearing an interest rate of 15% per annum, maturing July 24, 2026. The convertible debt was issued to two corporations controlled by directors of the Company (Note 14). The principal amount of the debt is convertible into common shares of the Company at a conversion price of $0.15 per share. The Company determined that the fair value of the liability component was equal to the face value of the debt, and that the equity portion of the convertible debt was valued at $nil using the residual value method. During the period ended December 31, 2025, the Company accrued interest of $135,289 (2024 - $nil) which is recorded as due to related party at December 31, 2025. 13. Share Capital a) Authorized Unlimited number of common shares without par value. b) Issued and outstanding The total issued and outstanding share capital as at December 31, 2025 consisted of 96,638,169 common shares without par value. The Company did not issue any common shares during the period ended December 31, 2025. During the period ended December 31, 2024, the Company received $335,000 in share su --- bscriptions received in advance which formed a portion of the proceeds a the private placement completed during the year ended September 30, 2025. c) Warrants Warrant transactions are summarized as follows: Number of warrants Weighted average exercise price Balance, September 30, 2024 3,198,333 $0.41 Issued 1,058,334 $0.34 Balance, September 30, 2025 and December 31, 2025 4,256,667 $0.39 The following is a summary of warrants as at December 31, 2025: Expiry date Exercise price Number of warrants Weighted average remaining contractual life (years) August 4, 2026 $0.50 100,000 0.59 August 29, 2026 $0.50 100,000 0.66 November 1, 2026 $0.50 100,000 0.84 February 23, 2026 $0.40 758,350 0.15 May 10, 2026 $0.40 333,334 0.36 May 29, 2026 $0.40 908,316 0.41 August 15, 2026 $0.40 898,333 0.62 January 24, 2027 $0.40 658,334 1.07 July 17, 2027 $0.25 400,000 1.54 $0.39 4,256,667 0.63 d) Equity incentive plan The Company has an equity incentive plan (“EIP”) under which the Board may, from time to time in its discretion, grant stock options, RSRs or deferred share units of the Company to its directors, officers, employees, consultants, and advisors. The aggregate number of common shares that may be subject to issuance under the EIP, together with any other securities-based compensation arrangements of the Company, shall not exceed 15% of the Company’s issued and outstanding share capital. Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 12 Stock options The EIP authorizes the Board to grant options to eligible directors and employees (including officers). The number of options, the exercise price per option, the vesting period, and any other terms and conditions of options granted from time to time pursuant to the EIP, are determined by the Board at the time of the grant, subject to the defined parameters of the EIP. Unless otherwise determined by the Board, stock options will have a term of five years and 25% of the options granted will vest immediately, and 25% will vest each six-month period thereafter. During the periods ended December 31, 2025 and 2024, the Company granted no stock options. During the period ended December 31, 2025, the Company recorded $327 (2024 - $2,825) in share-based compensation expense due to the vesting of options. Options transactions are summarized as follows: Number of options Weighted average exercise price Balance, September 30, 2024 3,915,000 $1.31 Granted 1,900,000 $0.22 Forfeited (175,000) $1.50 Balance, September 30, 2025 5,640,000 $0.94 Expired (1,500,000) $1.17 Balance, December 31, 2025 4,140,000 $0.86 The following is a summary of stock options as at December 31, 2025: Expiry date Exercise price Number of options Options exercisable Weighted average remaining contractual life (years) January 26, 2026 $0.60 40,000 (1) 40,000 0.07 May 6, 2026 $1.50 1,925,000 1,925,000 0.35 January 31, 2026 $1.50 50,000 (1) 50,000 0.08 March 29, 2028 $0.65 10,000 10,000 2.24 April 26, 2028 $0.65 100,000 100,000 2.32 November 1, 2028 $0.65 100,000 100,000 2.84 January 31, 2026 $0.35 15,000 (1) 11,250 0.08 August 20, 2028 $0.165 700,000 700,000 2.64 August 20, 2028 $0.20 600,000 600,000 2.64 August 20, 2028 $0.30 600,000 - 2.64 $0.86 4,140,000 3,536,250 1.50 (1) 105,000 stock options expired subsequent to the per ended December 31, 2025 (Note 19). Restricted share rights The EIP authorizes the Board to grant RSRs, in its sole and abs --- olute discretion, to any eligible employee or director. Each RSR provides the recipient with the right to receive common shares of the Company for no additional consideration as compensation for past services or as an incentive for future services. The terms, including the vesting period of the RSRs, are determined at the sole discretion of the Board. As at December 31, 2025, the Company had nil (2024 – nil) outstanding RSRs. Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 13 14. Key Management Compensation and Related Party Transactions During the period ended December 31, 2025 and 2024, the Company incurred the following amounts charged by officers and directors (being key management personnel) and companies controlled and/or owned by officers and directors of the Company in addition to the related party transactions disclosed elsewhere in these condensed interim consolidated financial statements: December 31, 2025 $ December 31, 2024 $ Consulting fees 142,645 161,234 142,645 161,234 The Company has entered into a lease agreement with BC Green, as described in Note 8. As at December 31, 2025, there was $917,869 (September 30, 2025 - $524,326) owing to key management, which is included in due to related parties. The amounts are unsecured, without interest and due on demand. During the year ended September 30, 2023, the Company received $1,000,000 in loan proceeds from a company controlled by a director (Note 11). As at December 31, 2025, the Company owed $1,000,000 (September 30, 2025 - $1,000,000) in principal and $197,529 (September 30, 2025 - $131,250) in accrued interest in relation to this loan. During the year ended September 30, 2025, the Company received $3,450,000 in loan proceeds from two companies controlled by directors (Note 12). As at December 31, 2025, the Company owed $3,450,000 (September 30, 2025 - $3,450,000) in principal and $218,919 (September 30, 2025 $96,175) in accrued interest in relation to this loan recorded in due to related parties. 15. Financial Instruments a) Categories of financial instruments The classification of the financial instruments, as well as their carrying values, is shown below: Fair value The fair value recorded on initial recognition of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data. The Company’s financial instruments consist of cash and cash equivalents, trade receivables, accounts payable and accrued liabilities, due to related parties, lease liabilities and loans payable. The fair values of these financial instruments approximate their carrying values due to the short-term nature of these instruments, with the exception of lease liabilities and loans payable which are measured using Level 2 input --- s. b) Management of financial risks The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of these risks. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 14 Interest rate risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest rate risk is limited to potential decreases in the interest rate offered on cash held with chartered Canadian financial institutions. The Company considers this risk to be limited, as it holds no assets or liabilities subject to variable rates of interest. 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 contractual obligations. The financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and trade receivables. The Company limits exposure by maintaining its cash with major Canadian commercial banks and credit unions. Liquidity risk Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company is reliant upon equity issuances and loans as its main sources of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its ongoing obligations. The Company continuously reviews its actual expenditures, forecasts cash flows and matches the maturity dates of its cash to capital and operating needs. All of the Company’s existing commitments are budgeted and funded as at the date of the condensed interim consolidated financial statements. All financial liabilities have contractual maturities of less than one year and are subject to normal trade terms with the exception of the Company’s lease liabilities, which matures based on the lease agreement, and loans payable, which have terms ranging from one and a half to three years. Currency risk The Company is not exposed to financial risk related to the fluctuation of foreign exchange rates. 16. Capital Disclosure The capital structure of the Company consists of equity attributable to common shareholders comprising share capital, reserves, and deficit. The Company’s objectives when managing capital are to: (i) preserve capital; (ii) obtain the best available net return; and (iii) maintain liquidity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, or acquire or dispose of assets. The Company is not subject to externally imposed capital restrictions. There have been no changes in the Company’s capital management during the period ended December 31, 2025. 17. Segment Reporting For the period ended December 31, 2025, the Company has one reportable operating segment, being that of farmin --- g, processing and distribution of raw mushroom biomass, mushroom extracts, manufacturing of drug products, and mushroom supplements. The Company’s non-current assets at December 31, 2025 are all in Canada. 18. Commitments The Company has lease commitments for the Princeton Facilities (Note 8). Cash commitments for minimum lease payments in relation to the facility leases as at December 31, 2025, are payable as follows: $ Within 1 year 52,374 Between 1 year and 5 years 195,785 248,159 Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended December 31, 2025 (Expressed in Canadian Dollars) 15 19. Events after the Reporting Period Subsequent to December 31, 2025, the Company:  Had 105,000 stock options expire unexercised (Note 13)  Granted 850,000 stock options with an exercise price of $0.50 and a term of 5 years. These options vest one quarter on the grant date and one quarter every year thereafter.  Granted 555,000 restricted share rights that vest one quarter on the grant date and one quarter every year thereafter.  Is in the process of completing an initial public offering of its common shares on the Nasdaq Capital Market under the symbol “OPTH”. As at December 31, 2025, the Company classified costs related to this listing as deferred financing costs.