Northwire Canada EditionSunday, July 12, 2026
Northwire
GLDN 0.055 +0.0% BRON 0.040 +0.0% BTO 5.43 −0.7% ESK 0.365 −2.7% AUMN 0.275 +0.0% GGX 0.040 +0.0% S 0.155 +29.2% NNX 0.035 +0.0% ABX 51.90 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.38 +12.4% TUNG 1.72 +1.8% LGO 1.01 −2.9% EMM 0.080 +0.0% GLDN 0.055 +0.0% BRON 0.040 +0.0% BTO 5.43 −0.7% ESK 0.365 −2.7% AUMN 0.275 +0.0% GGX 0.040 +0.0% S 0.155 +29.2% NNX 0.035 +0.0% ABX 51.90 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.38 +12.4% TUNG 1.72 +1.8% LGO 1.01 −2.9% EMM 0.080 +0.0%

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Original News Release

SEDAR Interim Financial Statements

Oceanic Wind Energy Inc. Condensed Interim Consolidated Financial Statements For the three months ended December 31, 2025 Unaudited – Prepared by Management (Expressed in Canadian Dollars) NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS The accompanying condensed interim consolidated financial statements of Oceanic Wind Energy Inc. (the “Company”) as at and for the three months ended December 31, 2025, have been prepared by the management of the Company and approved by the Company’s Audit Committee. Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements. The accompanying condensed interim consolidated financial statements of 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 standards established by CPA Canada for a review of condensed interim financial statements by an entity’s auditor. Oceanic Wind Energy Inc. Condensed Interim Consolidated Statements of Financial Position Unaudited – Prepared by Management (Expressed in Canadian Dollars) As at December 31, 2025 and September 30, 2025 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 2 December 31, September 30, 2025 2025 Note $ $ Assets Current assets Cash 482,233 677,985 Accounts receivable 3,226 9,569 Prepaid expenses 10,800 1,474 496,259 689,028 Non-current assets Sale contract receivable - long term 5 431,758 416,152 Deposit - Natural Resources Canada 4 360,000 360,000 Total assets 1,288,017 1,465,180 Liabilities and shareholders' equity Current liabilities Accounts payable and accrued liabilities 20,548 72,072 Advance capital contribution 1 - 150,000 20,548 222,072 Non-current liabilities Reclamation provisions 4 446,655 443,914 Total liabilities 467,203 665,986 Shareholders' equity Share capital 3 49,219,671 49,219,671 Contributed surplus 2,736,696 2,711,356 Deficit (51,144,813) (51,053,701) Shareholders' equity attributable to Company owners 811,554 877,326 Non-controlling interest 5 9,260 (78,132) Total shareholders' equity 820,814 799,194 Total liabilities and shareholders' equity 1,288,017 1,465,180 Nature of operations and going concern 1 Contingent liabilities 8 Approved on behalf of the Board of Directors on February 27, 2026: “Dave Rehn” Director “Michael O’Connor” Director Oceanic Wind Energy Inc. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 3 Total shareholders' Number Share Contributed Non-controlling equity of shares capital surplus Deficit interest (deficiency) # $ $ $ $ $ September 30, 2024 87,327,896 49,219,671 2,650,456 (52,132,043) - (261,916) Capital contribution - - - 70,568 29,436 100,004 Income (loss) and comprehensive income (loss) for the period - - - 1,220,945 (36,408) 1,184,537 December 31, 2024 87,327,896 49,219,671 2,650,456 (50,840,530) (6,972) 1,022,625 September 30, 2025 87,327,896 49,219,671 2,711,356 (51,053,701) (78,132) 799,194 Capita --- l contribution - - - 24,000 126,000 150,000 Share-based payments - - 25,340 - - 25,340 Loss and comprehensive loss for the period - - - (115,112) (38,608) (153,720) December 31, 2025 87,327,896 49,219,671 2,736,696 (51,144,813) 9,260 820,814 Oceanic Wind Energy Inc. Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 4 December 31, 2025 December 31, 2024 $ $ Expenses Accretion expense 4 2,741 2,955 Compensation 3,6 61,434 36,079 Consulting - 45,000 Interest and borrowing costs 7 - 69 Office and administration 12,473 14,178 Other project costs - 20,000 Public and community relations 77,069 13,900 Professional fees 4,348 8,788 Regulatory and filing fees 1,436 - Travel 10,064 3,989 Loss from operating expenses (169,565) (144,958) Accretion income 15,606 - Gain on sale of subsidiary 5 - 1,322,212 Interest income 239 843 Other income - 6,440 Income (loss) and comprehensive income (loss) for the period (153,720) 1,184,537 Income (loss) and comprehensive income (loss) for the period attributable Equity holders of the Company (115,112) 1,220,945 Non-controlling interests 5 (38,608) (36,408) (153,720) 1,184,537 Earnings (loss) per share Weighted average number of common shares outstanding - Basic # 87,327,896 87,327,896 - Diluted # 87,327,896 87,327,896 Basic income (loss) per share $ (0.00) 0.01 Diluted income (loss) per share $ (0.00) 0.01 Note Oceanic Wind Energy Inc. Condensed Interim Consolidated Statements of Cash Flows Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 5 December 31, December 31, 2025 2024 Note $ $ Operating activities Income (loss) for the period (153,720) 1,184,537 Adjustments for non-cash items: Accretion expense 2,741 2,955 Share-based payments 3 25,340 - Accretion income (15,606) - Gain on sale of subsidary - (1,322,212) Woking capital adjustments: Accounts receivables 6,343 53,269 Prepaid expenses (9,326) (9,516) Accounts payable and accrued liabilities (51,524) (43,452) Sale contract receivable - (475,000) (195,752) (609,419) Financing activities Repayment of shareholder loans 7 - (125,000) Non-controlling interest contribution - 100,004 - (24,996) Investing activities Sale of subsidary 5 - 1,025,000 - 1,025,000 Change in cash (195,752) 390,585 Cash, beginning of period 677,985 13,448 Cash, end of period 482,233 404,033 Cash paid for interest - 69 Supplemental cash flow information 9 Oceanic Wind Energy Inc. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 6 1. Nature of operations and going concern Oceanic Wind Energy Inc. (“Oceanic” or the “Company”) was incorporated under the Business Corporations Act and is listed on the TSX Venture Exchange-NEX (TSXV-NEX : NKW.H). The Company's registered office is at Suite 720 - 999 West Broadway Street, Vancouver, BC, V5Z 1K5. The Company's primary business is the development of renewable energy projects. The Company has been developing an offshore wind project on the --- north coast of British Columbia in Hecate Strait. As the Company has been in the development phase, it has not generated any revenue from the sale of wind energy. During the year ended September 30, 2020, the Company signed and formally closed a definitive agreement related to the sale of the development rights in its offshore wind project in Hecate Strait to Northland Power Inc. ("Northland") (the "Agreement"). Pursuant to the terms of the Agreement, the Company sold 100% of its interest in its wholly owned subsidiary NaiKun Wind Development Inc. ("Devco") which held the certain intellectual information and property, permits, a deposit with Natural Resources Canada ("NRCan") with respect to certain asset retirement obligations, an asset retirement obligation associated with fully depreciated Metmast wind-monitoring equipment, and Canadian tax losses. Under terms in the Agreement between Oceanic and Northland, the control and ownership of the Hecate Strait project were returned to Oceanic in fiscal 2024. The agreements for this return, between Oceanic and two of Northland Power wholly owned subsidiaries, closed on November 13, 2023, and reinstates Oceanic's interest in the project as further disclosed in note 4. On October 1, 2024, the Company closed on a sale of it’s wholly owned subsidiary Devco to Elemental Energy Inc. (“Elemental”). The $1,500,000 proceeds of this sale will be received in three instalments being $550,000 on October 1, 2024; $475,000 on October 1, 2025; and $475,000 on October 1, 2026. In addition, Elemental funded $50,000 of the Company’s advisory costs (legal and accounting) related to this transaction. Devco holds a minority interest in NP B.C. Offshore Limited Partnership (“LP”), the entity that is continuing the development of the project. The Company owns 100% of NP B.C. Offshore Wind GP Inc. (“GP”) and is the major limited partner in LP. Following the October 1, 2024 closing of the share purchase agreement, both the Company and Devco each contributed $100,000 into LP and as further capital is required by LP, Devco and the Company will contribute matching amounts up to an additional $150,000 each, pursuant to the terms of the LP agreement. The second instalment of $475,000 and the October 1, 2025, capital call of $150,000 were received on September 29, 2025. These condensed interim consolidated financial statements (the “financial statements”) are 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 in the foreseeable future. The Company has recurring operating losses, negative cash flow from operations, and as of December 31, 2025 has working capital of $475,711 (September 30, 2025 - $466,956) and equity of $820,814 (September 30, 2025 - $799,194) which includes an accumulated deficit of $51,144,813 (September 30, 2025 - $51,053,701). The Company also expects to incur losses in future years until it secures a relationship with a major offshore wind company to progress the wind project. The Company’s ability to continue as a going concern is dependent on its ability to obtain additional financing in order to meet its planned business objectives. The Company will need to raise additional funds through grants, strategic collaborations, public or private equity, debt financing, or other funding sources. Additional funding will be required and may not be available on acceptable terms, or at all, and may be --- dilutive to shareholder interests. If the Company is unable to generate positive cash flows or obtain adequate financing, the Company would need to curtail operations. These factors indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. If the going concern assumption is not appropriate for these consolidated financial statements, adjustments affecting the carrying values of assets, liabilities, reported net losses and statement of financial position classifications may be required and such adjustments could be material. Oceanic Wind Energy Inc. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 7 2. Material accounting policies Basis of presentation These financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policy information as detailed in the Company’s audited annual consolidated financial statements for the year ended September 30, 2025, and do not include all the information required for full annual financial statements in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). It is suggested that these financial statements be read in conjunction with the audited annual consolidated financial statements. These financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. All amounts on the financial statements are presented in Canadian dollars which is the functional currency of the Company, and its subsidiary. Material accounting policies The accounting policies, estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the most recent audited annual financial statements and are those the Company expects to adopt in its annual consolidated financial statements for the year ended September 30, 2026. Accordingly, these financial statements should be read in conjunction with the Company’s most recent audited annual consolidated financial statements. Principles on consolidation These financial statements include the accounts of the Company and its directly wholly-owned subsidiaries. Control exists when the company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affect its returns. Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the financial statements. For partially owned subsidiaries, non- controlling interest represents the portion of a subsidiary's earning and losses and net assets that is not held by the Company. Adjustments to non-controlling interest are accounted for as transactions with owners and adjustments that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary. For partially owned subsidiaries, non-controlling interest represents the portion of a subsidiary's earning and losses and net assets that is not held by t --- he Company. Adjustments to non-controlling interest are accounted for as transactions with owners and adjustments that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary. The financial statements include the following entities: NP B.C. Offshore Wind GP Inc. 100.0% General Partner of LP NP B.C. Offshore Wind Limited Partnership 58.3% Development Company Oceanic Wind Energy Inc. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 8 2. Material accounting policies (continued) New accounting policies Certain pronouncements have been issued by the IASB that were effective for the Company’s accounting period beginning on October 1, 2025. The adoption of these standards has not had a material impact on disclosures or amounts reported in these financial statements. Recently issued but not yet effective accounting standards The Company has not yet adopted certain new standards, amendments and interpretations to existing standards as outlined below, which have been published but are only effective for the Company’s accounting period beginning on October 1, 2025, or later periods. IFRS 18 - Presentation and Disclosure in Financial Statements IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”) aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category. These amendments are effective for annual periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial statements. IFRS 9 - Financial Instruments IFRS 9 Financial Instruments (“IFRS 9”) requires entities to recognize financial assets and liabilities when they become party to the contractual terms and to measure them initially at fair value, adjusted for directly attributable transaction costs where applicable. The standard is being clarified to provide better guidance on the derecognition of financial liabilities, which can impact bank reconciliation processes, especially during debt restructuring based on the timing of payments on financial liabilities as compared to the actual settlement of those debts. This clarification may result in a change in the derecognition timing of financial liabilities in situations where electronic payments are involved. The Company is currently assessing the impact that the adoption of this clarification of IFRS 9 will have on its financial statements. 3. Share capital The authorized share capital of the Company consists of unlimited common shares without par value. Transactions for the issue of share capital during the three months ended December 31, 2025: There were no transactions for the issue of share capital during the three m --- onths ended December 31, 2025. Transactions for the issue of share capital during the three months ended December 31, 2024: There were no transactions for the issue of share capital during the three months ended December 31, 2024. Oceanic Wind Energy Inc. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 9 3. Share capital (continued) Stock options The Company has an incentive stock option plan ("Option Plan") whereby the Company may grant stock options to its directors, officers, employees, and consultants at an exercise price to be determined by the board of directors, provided the exercise price is not lower than the market value at time of issue. The Option Plan provides for the issuance of up to 10% of the issued and outstanding share capital, and having a maximum term of ten years. The board of directors has the exclusive power over the granting of options. Options will vest at the discretion of the directors. Compensation costs attributable to share options granted to employees, directors or consultants are measured at fair value at the grant date, using the Black-Scholes formula, and expensed with a corresponding increase to contributed surplus over the vesting period. A summary of the Company’s stock options as at December 31, 2025 and September 30, 2025, and changes during the period/year then ended is as follows: Weighted average Weighted average Options exercise price Options exercise price # $ # $ Options outstanding, beginning of period/year 7,489,474 0.10 5,739,474 0.11 Granted - - 1,750,000 0.07 Options outstanding, end of period/year 7,489,474 0.10 7,489,474 0.10 December 31, 2025 September 30, 2025 Period ended Year ended As at December 31, 2025, the Company has stock options outstanding and exercisable as follows: Options Options Exercise Weighted average outstanding exercisable price Expiry date remaining life # # $ (years) 689,474 689,474 0.095 November 1, 2027 1.84 400,000 400,000 0.10 January 24, 2029 3.07 1,400,000 1,400,000 0.145 September 30, 2030 4.75 1,500,000 1,500,000 0.14 October 24, 2031 5.82 1,750,000 1,750,000 0.05 October 26, 2032 6.82 1,750,000 875,000 0.07 August 21, 2035 9.64 7,489,474 6,614,474 0.10 6.23 During the year ended September 30, 2025, 1,750,000 options were granted with an exercise price of $0.07 each expiring August 21, 2035, which vested immediately. The fair value was calculated using the following weighted average assumptions: expected life of options – ten years, stock price volatility – 80%, no dividend yield, and a risk-free interest rate – 3.45%. The fair value is particularly impacted by the Company’s stock price volatility, determined using stock price data from the previous ten years. Using the above assumptions, the fair value of options granted during the year ended September 30, 2025, was approximately $0.058 per option, for an aggregate total of $101,359. The total share-based payment expense (included within compensation) for the three months ended December 31, 2025, was $25,340 (2024 - $nil) which represents stock options vested during the period. Warrants As an incentive to complete private placements, the Company may issue units which include common shares and common share purchase warrants. The Company did not have any warrants outstanding as at December 31, 2025 and September 30, 2025. Oceanic Wind Energy Inc. Notes to t --- he Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 10 4. Hecate Strait Project In accordance with the November 13, 2023 agreement, as described in note 1, Oceanic received Devco, NP B.C. Offshore GP Inc. ("GP"), and NP B.C. Offshore Limited Partnership ("LP"), the entity that is furthering the development of the project. The Company is the general partner and major limited partner in LP. The allocation of the consideration to the estimated fair value of assets and liabilities is as follows: The acquisition was treated as an acquisition of assets as Devco, GP, and LP did not meet the definition of a business under IFRS 3. The value of the assets and liabilities acquired was based on the relative fair value. The Company has recorded a reclamation provision in regards to its wind measuring equipment ("Metmast") installed in Hecate Strait. The Company did an analysis of the methodology of removing this equipment and received an estimate of the related costs from a marine contractor. On the date of acquisition the Company applied an inflation rate of 2% and a discount rate of 4.22% to these costs and a discount period of three years. Based on this analysis the provision was estimated to be $400,759. The Company remains obligated to remove such equipment at a future date. Related to this obligation, the Company has a deposit with Natural Resources Canada in the amount of $360,000. For the three months ended December 31, 2025, accretion expense was $2,741 (2024 - $2,955) and estimate of the reclamation provision was $446,655 (September 30, 2025 - $443,914). The acquisition was treated as an acquisition of assets as Devco, GP, and LP did not meet the definition of a business under IFRS 3. The value of the assets and liabilities acquired was based on the relative fair value. The allocation of the consideration to the estimated fair value of assets and liabilities is as follows: Total $ Purchase price: Cash paid 1 Total purchase price 1 Net assets acquired: Deposit - Natural Resources Canada 360,000 Reclamation provision (400,759) Total net assets acquired (40,759) The differential between the net assets and purchase price of $40,760 was expensed as a transaction cost. Oceanic Wind Energy Inc. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 11 5. Non-controlling interest On October 1, 2024, the Company closed on a sale of it’s wholly owned subsidiary Devco to Elemental Energy Inc. (“Elemental”). The $1,500,000 proceeds of this sale will be received in three instalments being $550,000 on October 1, 2024; $475,000 on October 1, 2025; and $475,000 on October 1, 2026. Devco holds a minority interest in NP B.C. Offshore Limited Partnership (“LP”), the entity that is continuing the development of the project. The Company is the general partner and major limited partner in LP. Following the October 1, 2024 closing of the share purchase agreement, both the Company and Devco each contributed $100,000 into LP. As further capital was required by LP, Devco and the Company contributed matching amounts of an additional $150,000 each, pursuant to the terms of the LP agreement. The gain on this sale was recorded at the present value of the payment stream at a discount rate of 15 --- % and accretion income is recognized over the period of the note receivable. In January 2025 Elemental amalgamated Devco with Right Coast Wind Corp ("Right Coast"). Accordingly, Right Coast is now the minority limited partner. Limited Partnership Class A units Oceanic Right Coast Total September 30, 2024 100,000 100 100,100 Issued 100,000 100,000 200,000 September 30, 2025 200,000 100,100 300,100 Issued 150,000 150,000 300,000 December 31, 2025 350,000 250,100 600,100 Ownership 58.3% 41.7% 100.0% Limited Partnership loss attribution $ 115,112 $ 38,608 $ 153,720 As at December 31, 2025, the equity attributable to the 41.7% non-controlling interest in LP is as follows: Non-controlling interest $ September 30, 2024 - Initial 33.4% interest acquired 29,436 Share of loss (107,568) September 30, 2025 (78,132) Additional 8.3% interest acquired 126,000 Share of loss (38,608) December 31, 2025 9,260 A summary of the LP’s financial information as at December 31, 2025 and September 30, 2025, is as follows: December 31, September 30, 2025 2025 $ $ Current assets 86,190 195,309 Non-current assets 360,000 360,000 Current liabilities (21,756) (190,981) Non-current liabilities (446,655) (593,815) (22,221) (229,487) Oceanic Wind Energy Inc. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 12 6. Related party payables and transactions Key management compensation to the Chief Executive Officer ("CEO"), Chief Financial Officer, and the Board of Directors for the three months ended December 31, 2025 and 2024 are as follows: 2025 2024 $ $ Wages and benefits 35,862 36,079 Share-based compensation 25,340 - 61,202 36,079 Rent expense paid for use of home offices 2,550 2,550 As at December 31, 2025 accounts payable to related parties was $nil (September 30, 2025 - $4,054). Pursuant to a management agreement dated June 15, 2010, as amended January 1, 2016 and September 1, 2020, all of which were consolidated into a single contract dated September 15, 2025 (the “Management Agreement”), the Company agreed to pay Mr. Michael O’Connor a fee of $8,000 per month, such amount being based on working 800 hours per annum. The agreement provides that Mr. O’Connor shall receive a “Success Bonus” (as defined below) of either (a) $2,000,000 in the event a Success Event (as defined in Note 9) occurs and the sale or disposition of all or substantially all of the assets exceed $30,000,000; or (b) $1,000,000 in the event a Success Event occurs and the sale or disposition of all or substantially all of the asset are less than $30,000,000. At the election of Mr. O’Connor, the Success Bonus may be paid either in cash or common shares of the Company, provided that, if the Company has insufficient available cash resources to pay in cash, the Success Bonus will be paid in shares. The Company would need to obtain regulatory approval to the issuance of any common shares in lieu of cash. The agreement also provides that if the Company is voluntarily, involuntarily wound-up or dissolved prior to the occurrence of a success event, then the Company will, to the extent it has the cash resources following payments to secured creditors (if any) pay Mr. O’Connor $1,000,000 prior to payment of any other unsecured creditors and prior to any distribution of the assets of the Company to its shareholders, provided that Mr. O’Connor acknowledges and agree --- s that under no circumstances will any shareholder, director or officer of the Company, or any other person, have any obligation to make any investment in or contribution to the Company to fund any payment to Mr. O’Connor. The agreement also provides that the Company may terminate the contract (i) at any time for cause, without notice or pay in lieu of notice and (ii) on 3 months written notice. Mr. O’Connor can terminate the contact: (i) at any time for good reason; or (ii) on 3 months written notice to the Company without good reason; or (iii) at any time within 6 months of a Change of Control. Upon termination, Mr. O’Connor shall be paid his accrued and unpaid salary up to the date of termination and accrued and unused vacation time as of such termination. Given the contingent nature of these provisions in the agreement, the Company has not made an accrual and a prior accrual of $1,000,000 was reversed in the year ended September 30, 2024. 7. Short-term loan In May 2024 the Company received financing by way of shareholder loans from the Company's directors. This short-term arrangement had a term of less than one year and interest to be paid at 5% per annum. As at September 30, 2024 the balance of shareholder loans was $125,000 and interest expense has been expensed and accrued in the amount of $2,195. On October 4, 2024, these amounts were paid in full plus an additional $69 in earned interest. Oceanic Wind Energy Inc. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 13 8. Contingent liabilities To preserve cash the Company entered into agreements with several consultants to defer all or a portion of their retainer, fees, or compensation, the payment of which is triggered by a future Success Event. "Success Event" is defined as the point in time at which an agreement has been announced to undertake the first phase of the project, to develop the project(s) on some deferred timeframe, or to sell all or part of the Company assets. The agreement to proceed, to develop, or to sell assets may be undertaken by an arms-length third party acceptable to the board of Oceanic that may or may not be partially owned by Oceanic. In order for the deferred retainers and fees to become payable, the Success Event must provide Oceanic shareholders with a significant increase in share value and further, this event must provide Oceanic with sufficient liquidity to pay the outstanding amounts due. The accumulated amounts have not been accrued due to the uncertainty of the occurrence of a future Success Event. As at December 31, 2025, the remaining unpaid, unaccrued balance of these deferred retainer and fee amounts for consultants is $672,375 (September 30, 2025 - $672,375). 9. Supplemental cash flow information The Company did not incur any non-cash financing or investing activities during the three months ended December 31, 2025 and December 31, 2024. During the three months ended December 31, 2025, the Company did not pay any amounts pertaining to interest or income taxes. 10. Financial risk management The Company’s exposure to risk on its financial instruments arises primarily from its cash, accounts receivable, deposit, accounts payable and accrued liabilities. The Company's intent is to minimize and manage these risks through the following: a) Credit risk The Company's credit risk arises from its cash, --- accounts receivable, note receivable and deposit. The carrying amount of these assets represents the Company's maximum exposure to credit risk. The Company manages its credit risk by restricting its deposits to Government of Canada treasury notes or short-term instruments guaranteed by a Canadian chartered bank. The Company has not incurred any credit losses during the three months ended December 31, 2025 and December 31, 2024. b) Liquidity risk The Company manages liquidity risk by continually monitoring actual and projected cash flows. All of the Company's accounts payable and accrued liabilities, and deferred compensation payable are potentially due within 1 year (see note 1). 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. Market risk comprises three types of risk: interest rate risk and currency risk. The Company's exposure to and management of market risk has not changed materially from that of the prior year. (i) Interest rate risk The Company maintains an investment policy where all cash deposits and short term investments must be convertible to cash within three months. Given the Company's cash balance, the Company's exposure to interest rate risk is not significant. Oceanic Wind Energy Inc. Notes to the Condensed Interim Consolidated Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended December 31, 2025 and December 31, 2024 14 10. Financial risk management (continued) c) Market risk (continued) (ii) Currency risk Most of the Company's expenditures are currently in Canadian dollars and to minimize currency rate risk, it maintains its cash and cash equivalents in Canadian dollar denominated accounts. Therefore, the Company's exposure to currency risk is not significant. The following table shows the carrying values of financial instrument assets and liabilities classified by measurement category at December 31, 2025 and September 30, 2025. December 31, September 30, 2025 2025 $ $ Financial assets Amortized cost: Cash 482,233 677,985 Accounts receivable 3,226 9,570 Sale contract receivable 431,758 416,152 Deposit 360,000 360,000 1,277,217 1,463,707 Financial liabilities Amortized cost: Accounts payable and accrued liabilities 20,548 72,072 Advance capital contribution - 150,000 20,548 222,072 The fair value of the Company's cash, accounts receivable, deposit, accounts payable and accrued liabilities, and advance capital contribution, approximate their carrying amounts due to the short-term maturities and/or ability for prompt liquidation of these instruments. Sale contract receivable has been discounted at a market rate of interest. 11. Capital management The Company's capital management objectives are to safeguard its assets and maintain investor, creditor and market confidence in order to sustain ongoing development activities in the wind energy sector. The Company's capital management objectives have not changed from September 30, 2025. The Company includes all equity (deficiency) balances as capital. The Company currently has no debt obligation and is not subject to externally imposed capital restrictions. To complete its planned business objectives, the Company intends to raise additional capital when necessary by issuing additional equity and/or borrowing funds.
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