SEDAR Interim Financial Statements

Premier Health of America Inc. Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 Condensed Interim Consolidated Financial Statements Condensed Interim Consolidated Statements of Comprehensive Loss 2 Condensed Interim Consolidated Statements of Financial Position 3 Condensed Interim Consolidated Statements of Equity (Deficiency) 4 Condensed Interim Consolidated Statements of Cash Flows 5 Notes to Condensed Interim Consolidated Financial Statements 6-16 Premier Health of America Inc. Condensed Interim Consolidated Statements of Comprehensive Loss Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 2 Note December 31, 2025 December 31, 2024 Revenues 17,835 32,132 Direct costs 15,109 26,995 Gross margin 2,726 5,137 Operating and administrative expenses 3,046 4,491 Amortization and depreciation 1,264 1,528 Operating loss (1,584) (882) Financial expenses 6 1,405 1,569 Financial income (7) - Changes in fair value related to : Contingent consideration 5 - 241 Share-based compensation (27) 22 Gain on disposal of leases (7) - Gain on disposal of property and equipment (191) - Loss before income taxes (2,757) (2,714) Current income taxes (21) (17) Deferred income taxes (187) (436) (208) (453) Net loss and comprehensive loss (2,549) (2,261) Basic loss per share ($) (0.046) (0.041) Diluted loss per share ($) (0.046) (0.041) Weighted average number of shares outstanding 55,514,151 55,514,151 Diluted weighted average number of shares outstanding 55,514,151 55,514,151 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Premier Health of America Inc. Condensed Interim Consolidated Statements of Financial Position December 31, 2025 and September 30, 2025 (in thousands of Canadian dollars) Page | 3 Note December 31, 2025 September 30, 2025 (Unaudited) (Audited) ASSETS Current Cash 92 1,396 Receivables 14,500 16,562 Income tax receivable 393 593 Prepaid expenses 806 839 Deposits 228 237 Assets held for sale 1,267 1,267 17,286 20,894 Right-of-use assets 1,014 1,112 Property and equipment 219 332 Intangible assets 13,708 14,476 Goodwill 10,405 10,405 42,632 47,219 LIABILITIES Current Trade and other payables 9 6,117 7,938 Income tax payable 565 529 Current portion of lease liabilities 142 204 Current portion of long-term debt 10 43,333 43,197 Current portion of termination benefits 448 433 50,605 52,301 Lease liabilities 931 968 Termination benefits 48 173 Contingent consideration 5 2,097 2,097 Share-based compensation payable 40 56 Deferred tax liabilities 2,710 2,897 56,431 58,492 DEFICIENCY Share capital 14,314 14,314 Contributed surplus 1,010 953 Options 340 374 Accumulated deficit (29,463) (26,914) (13,799) (11,273) 42,632 47,219 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Premier Health of America Inc. Condensed Interim Consolidated Statements of Equity (Deficiency) Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 4 Number of shares Share capital Contributed surplus Options Accumulated deficit Total equity (Deficiency) Balance as at September 30, 2024 55,514,151 14,314 446 790 (11,474) 4,076 Issuance of options - - - 32 - 32 Expired options - - 129 (129) - - Net loss and comprehensive loss for the period - - - - (2,2 --- 61) (2,261) Balance as at December 31, 2024 55,514,151 14,314 575 693 (13,735) 1,847 Balance as at September 30, 2025 55,514,151 14,314 953 374 (26,914) (11,273) Issuance of options - - - 23 - 23 Expired options - - 57 (57) - - Net loss and comprehensive loss for the period - - - - (2,549) (2,549) Balance as at December 31, 2025 55,514,151 14,314 1,010 340 (29,463) (13,799) The accompanying notes are an integral part of these condensed interim consolidated financial statements. Premier Health of America Inc. Condensed Interim Consolidated Statements of Cash Flows Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars) (Unaudited) Page | 5 Note December 31, 2025 December 31, 2024 OPERATING ACTIVITIES Net loss (2,549) (2,261) Non-cash items Depreciation of property and equipment 62 203 Depreciation of right-of-use assets 57 116 Amortization of intangible assets 1,145 1,209 Gain on disposal of property and equipment (191) - Gain on disposal of lease liabilities (7) - Changes in fair value related to contingent consideration 5 - 241 Financial expenses 6 1,405 1,569 Financial income (7) - Income tax (208) (453) Share-based compensation 40 59 Changes in fair value of financial instruments (27) 22 (280) 705 Payment of termination benefits (127) - Payment of share-based compensation 11 (6) - Net change in working capital items 7 291 (1,786) Cash flows used in operating activities (122) (1,081) Net income taxes received 255 - Net cash from (used in) operating activities 133 (1,081) INVESTING ACTIVITIES Acquisition of property and equipment (33) (31) Acquisition of intangible assets (378) (724) Proceeds from disposal of property and equipment 276 - Interest received 7 - Cash flows used in investing activities (128) (755) FINANCING ACTIVITIES Repayment of lease liabilities (71) (150) Interest and debt restructuring expenses paid (1,009) (1,113) Long-term debt, net of financing fees 350 2,910 Repayment of long-term debt (579) (1,269) Cash flows from (used in) financing activities (1,309) 378 Net decrease in cash (1,304) (1,458) Cash at beginning of period 1,396 1,495 Cash at end of period 92 37 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 6 1. GOVERNING STATUTES AND NATURE OF OPERATIONS Premier Health of America Inc. ("Premier Health" or PHA) was incorporated on July 17, 2017 under the Canada Business Corporations Act. Premier Health and its subsidiaries (collectively referred to as the "Company") is a Quebec-based group specialized in the healthcare industry. Through the Company’s proprietary CRM platform, it delivers an effective and comprehensive range of staffing solutions for multiple segments of the industry, including emergency rooms and operating rooms. The shares of the Company are listed on the TSX Venture Exchange under the symbol "PHA". The headquarters of the Company, which is also its main establishment, is located at 1114 Curé-Labelle Boulevard, Suite 1, Blainville, Quebec, Canada J7C 2M9. 2. GENERAL INFORMATION, BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE WITH IFRS The condensed interim consolidated financial statements present the consolidated statements of financial position as at December 31, 2025 and Septembe --- r 30, 2025, as well as the consolidated statements of comprehensive loss, consolidated statements of equity (deficiency) and consolidated statements of cash flows for the three-month periods ended December 31, 2025 and 2024. They are presented in Canadian dollars, which is also the functional currency of the parent company and each consolidated entity. They have been prepared in accordance with International Accounting Standard (“IAS”) 34 ‘Interim Financial Reporting’. They do not include all the information required in annual financial statements in accordance with International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2025, which have been prepared in accordance with IFRS. The condensed interim consolidated financial statements have been approved for issue by the Board of Directors on February 25, 2026. 3. MATERIAL ACCOUNTING POLICIES AND ESTIMATES The condensed interim consolidated financial statements have been prepared in accordance with the accounting policies adopted in the Company’s most recent annual consolidated financial statements for the year ended September 30, 2025. When preparing the condensed interim consolidated financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, revenues and expenses. Actual results may differ from judgments, estimates and assumptions made by management and are seldom equal to the estimated results. The judgments, estimates and assumptions applied in the condensed interim consolidated financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Company’s last annual consolidated financial statements for the year ended September 30, 2025. Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 7 Effective October 1st, 2025, the Company has revised its operating segments in accordance with IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ and IFRS 8 ‘Operating Segments’. As the per diem segment does not meet the quantitative threshold anymore, and that the commercial activity stopped in the quarter, the management now reviews the financial performance and allocates resources based on the Company’s operations as a whole. Based on this evaluation, management has concluded that the Company operates in a single operating segment for the periods presented. Accordingly, no separate operating segment information is disclosed, as the Company’s results are reviewed and managed on a consolidated basis. All revenues, expenses, assets, and liabilities disclosed in these condensed interim consolidated financial statements relate to this single operating segment. The Company has no other changes in accounting policies in the period ended December 31, 2025. 4. GOING CONCERN The condensed interim consolidated financial statements have been prepared on a going-concern basis. The going-concern basis of presentation assumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. There is significant doubt about the appropriateness of the us --- e of the going concern assumption because of the Company’s losses for the current and prior year, the impact of Bill 10 on its Quebec operations rendering the Quebec operations unprofitable and the default of financial ratios under its credit agreement. In addition, the Company announced on October 2nd, 2025, that its subsidiaries Code Bleu, Placement Premier Soin, Premier Health Nordik and Solutions Nursing, have been notified by the Autorité des marchés publics (AMP) of their registration in the Register of Enterprises Ineligible for Public Contracts under the Act respecting contracting by public bodies (LCOP). As such, the realization of assets and the discharge of liabilities and commitments in the ordinary course of business are subject to significant uncertainty. For the period ended December 31, 2025, the Company incurred a net loss of $2,549 ($2,261 for the same period last year) and had an accumulated deficit of $29,463 ($26,914 as of September 30, 2025). The Company generated net cash from operating activities of $133 ($1,081 used in 2024). The Company has taken the following steps to address the going concern uncertainty: As of March 31, 2025, the successful completion of the three agency lease terminations in Quebec has contributed to a reduction in our overall debt position and lease payments. On April 24, 2025, the Company signed a Forbearance agreement with its lenders which terminated on June 30, 2025. Under this agreement, the lenders tolerated the defaults so long as the Company abided by certain rules and conditions. A new Forbearance agreement with similar rules and conditions was signed on September 11, 2025, and will terminate on February 28, 2026. The Company is currently in discussion with its lenders to sign a new agreement. Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 8 On June 19, 2025, the Company initiated a formal strategic review process to identify, review and evaluate a broad range of potential strategic alternatives available to it with a view to continuing to enhance shareholder value. For the three-month period ended December 31, 2025, the completion of cost reductions resulted in realized cost efficiencies totaling $1,447 compared to the same period last year. The savings mainly result from reductions in salaries and employee benefits ($981), insurance expenses ($131), marketing expenses ($96), and other administrative expenses ($239). On February 6, 2026, the Company sold its Blainville head office building. As the property constituted the Company’s registered office, the Company entered into a lease for a portion of the premises to retain its registered office at that location. The proceeds from the sale were used to fully repay the term loan secured by the building (balance of $1,025 as of December 31, 2025) and to partially repay the term loan and senior term loan. The condensed interim consolidated financial statements do not reflect any adjustments that would be necessary if the going concern basis was not appropriate. If the going concern basis was not appropriate for these condensed interim consolidated financial statements, significant adjustments would be necessary in the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used. 5. FAIR VALUE OF C --- ONTINGENT CONSIDERATION September 30, 2025 SSI Total (Unaudited) Beginning balance 2,097 2,097 Changes in fair value - - Ending balance 2,097 2,097 Fair value – current - - Fair value – non-current 2,097 2,097 December 31, 2025 2,097 2,097 September 30, 2024 SN SSI Total (Audited) Beginning balance - 4,397 4,397 Payment (524) - (524) Changes in fair value 524 (2,300) (1,776) Ending balance - 2,097 2,097 Fair value – current - - - Fair value – non-current - 2,097 2,097 September 30, 2025 - 2,097 2,097 To calculate each contingent consideration, management uses various estimates, including the probability of achieving the performance target and discount rates. Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 9 6. FINANCIAL EXPENSES December 31, 2025 December 31, 2024 Interest on long-term debt 848 1,035 Interest on lease liabilities 21 70 Capitalized interest on long-term debt 299 251 Accreted interest on long-term debt 67 159 Debt restructuring expenses 153 - Other financial expenses 17 54 1,405 1,569 7. ADDITIONAL INFORMATION INCLUDED IN CASH FLOWS December 31, 2025 December 31, 2024 Receivables 2,063 980 Prepaid expenses 33 180 Trade and other payables (1,814) (2,922) Deposits 9 (24) Net change in working capital items 291 (1,786) 8. ASSETS HELD FOR SALE During the year ended September 30, 2024, the Company listed its Blainville head office building for sale. In August 2025, the Company received and accepted an offer and the building was sold on February 6, 2026. The building and land were previously classified under Property and Equipment but have been reclassified as Non-Current Assets Held for Sale in accordance with IFRS 5 ‘Non-current assets held for sale and discontinued operations’. As of December 31, 2025, these assets still meet the criteria for classification as held for sale as: - The sale is highly probable since management signed a binding offer on August 25, 2025 with a buyer and the building was sold on February 6, 2026. - The building and land are available for immediate sale in their present condition. The building and land are measured at the lower of their carrying amount and fair value less costs to sell. The carrying amount of the asset at the date of reclassification was $1,267, and since the carrying amount is lower than the fair value less costs to sell, there was no gain or loss recognized as a result of the reclassification. The fair value of the asset ($1,890) is classified as Level 2 within the fair value hierarchy, as it is based on observable market data for similar properties, adjusted to reflect the specific characteristics of the asset. Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 10 9. TRADE AND OTHER PAYABLES December 31, 2025 September 30, 2025 (Unaudited) (Audited) Trade payables and accruals 2,581 2,270 Salaries, vacation and payroll deductions payable 3,336 5,109 Sales taxes payable 200 559 6,117 7,938 10. LONG-TERM DEBT Note Rate (1) December 31, 2025 September 30, 2025 (Unaudited) (Audited) Revolving facility (a) 7.20% 4,380 4,030 Term loan (a) 7.20% 21,719 22,188 Senior loan (a) 11.65% 4,250 4,344 Mezzanine loan (a) 14.00% 5,000 5,000 PIK --- loan (a) 16.95% 7,173 6,874 Term loan (b) 6.55% 1,025 1,041 Financing costs (c) N/A (214) (280) 43,333 43,197 Current portion 43,333 43,197 Non-current portion - - (1) as at the end of the current period. a) The debt structure includes five facilities described below: Description Amount Term Interest Repayment Revolving credit $10,000 February 28, 2026 Variable(1) As needed Term loan $25,000 February 28, 2026 Variable(1) Quarterly Senior term loan $5,000 November 15, 2028 11.65% Quarterly Mezzanine loan $5,000 November 15, 2028 14.00% Annually PIK loan $5,000 June 15, 2027 16.95% Cash sweep (1) The rate applicable to the variable interest rate debts hereabove is calculated as follows: (a) the Base rate which at the option of PHA is either the Canadian Overnight Repo Rate Average (“CORRA”) or the Royal Bank of Canada’s prime rate, plus (b) a credit spread that varies based on the level of financial ratios at the end of each quarter. Under the CORRA option, the spread will be in the range of 1.75%-4.25%, while the Prime rate option would see a range of 0.25% to 2.75%. The term loan is repayable in quarterly instalments of $469, and the balance is due at maturity. As of December 31, 2025, letters of credit in the total amount of $50 ($50 as of September 30, 2025) were issued and outstanding from the Revolving credit. Such letters of credit serve as guarantees to contracts Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 11 and permits. The senior term loan ranks pari-passu to the term loan. It is repayable in eight quarterly payments of $94, followed by eleven quarterly payments of $188, and the balance is due at maturity. The mezzanine loan is subordinated to the revolving credit, the term loan and the senior term loan. It is repayable annually based on a percentage of excess cash flow as defined in the agreement. The maximum repayments are as follows: $500 in March 2024, $1,500 in March 2025, and $2,500 in March of each following year, until it is fully paid or it matures. The PIK loan (Payment In Kind), is a deeply subordinated loan. Unless the Company generates a sufficient amount of cash, no payment is required until maturity. The interest is capitalized and paid in March of the following year, subject to the same excess cash flow limits as the mezzanine loan. Both the mezzanine and PIK facilities contain protection whereby payments are deferred in the event where making them would cause a default under the other loans. b) The term loan bears an interest rate of 6.55% (6.80% on September 30, 2025) and is repayable in monthly instalments of $6 plus interest, secured by a hypothec of $1,640 on the land and building, maturing in May 2041. Subsequent to December 31, 2025, the term loan was fully repaid following the sale of the related building (see Note 14, Subsequent events). c) The financing costs are related to the Refinancing, they include initial lenders’ fees and commission, legal costs and consultants’ fees related to lenders’ due diligence requirements. The Refinancing closed on November 9, 2023, and these fees are amortized using the effective rate method. As of December 31, 2025, the Company was in default of financial ratios under its credit agreements. On April 24, 2025, the Company signed a Forbearance agreement with its lenders. Under this agreemen --- t, the lenders will tolerate the defaults so long as the Company abides by certain rules and conditions. As this agreement terminated on June 30, 2025, a new Forbearance agreement with similar rules and conditions was signed on September 11, 2025, and will terminate on February 28, 2026. The Company is currently in discussion with its lenders to sign a new agreement. 11. SHARE CAPITAL a) Authorized share capital The authorized share capital consists of an unlimited number of common shares without par value. All issued shares are fully paid. b) Common shares issued There were no changes during the period ended December 31, 2025 and 2024. c) Stock options The Company has a stock option plan whereby the Board of Directors may grant to directors, officers or consultants of the Company options to acquire common shares. The Board of Directors has the authority to determine the terms and conditions of the grant of options. The number of stock options granted to a beneficiary and the vesting period are determined by the Board of Directors. The number of common shares Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 12 that may be reserved for issuance under the plan is equal to 10% of the issued common shares of the Company. The exercise price of any option granted under the plan is fixed by the Board of Directors using a formula described in the plan. The term of an option will not exceed 10 years from the date of grant. Options are not transferable and can be exercised while the beneficiary remains a director, an officer, an employee or a consultant of the Company or up to 90 days after the beneficiary has left. The following transactions took place during the period ended December 31, 2025: a) An expense of $23 was recognized as related to previous grants. The following transactions took place during the period ended December 31, 2024: a) 694,941 options were granted to management in connection with their annual compensation plan. As these options are vested over three years, the corresponding expense of $68 will be recognized over the vesting period. An expense of $6 was recognized for the current period; and b) An expense of $26 was recognized as related to last year’s grant. The changes to the number of outstanding share options granted by the Company and their weighted average exercise price are as follows: Number of outstanding options Weighted average exercise price Beginning balance - September 30, 2025 2,099,476 0.39 Changes during the period Expired (265,000) 0.55 Ending balance - December 31, 2025 1,834,476 0.36 Exercisable 1,131,337 0.48 Number of outstanding options Weighted average exercise price Beginning balance - September 30, 2024 3,276,323 0.58 Changes during the period Expired (300,000) 1.07 Granted 694,941 0.14 Ending balance - December 31, 2024 3,671,264 0.46 Exercisable 2,229,441 0.62 Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 13 The following table provides outstanding share options information as at December 31, 2025 and 2024: Number of outstanding options Exercise price $ Remaining life (years) Expiry date February 18, 2026 100,000 1.20 0.1 April 14, 2027 320, --- 000 0.80 1.3 November 23, 2033 719,535 0.27 7.9 December 10, 2034 694,941 0.14 8.9 Outstanding, December 31, 2024 1,834,476 0.36 5.2 Number of outstanding options Exercise price $ Remaining life (years) Expiry date February 25, 2025 407,000 0.25 0.2 December 7, 2025 465,000 0.55 0.9 February 18, 2026 364,000 1.20 1.1 April 14, 2027 620,000 0.80 2.3 November 23, 2033 1,120,323 0.27 8.9 December 10, 2034 694,941 0.14 9.9 Outstanding, December 31, 2024 3,671,264 0.46 5.2 For the period ended December 31, 2024, the weighted average fair value of the 694,941 options granted was estimated at $0.098 per option at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: December 31, 2024 Expected dividend yield 0.00% Share price at the date of grant 0.14 Exercise price 0.14 Expected volatility* 69.48% Risk-free interest rate 3.02% Expected life 10 years * Expected volatility was calculated using the weekly historical closing price of PHA since January 4th, 2021 Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 14 d) Other Stock Based Compensation Plans In the year ended September 30, 2023, the Board of Directors approved two stock-based compensation plans, the Deferred Share Units Plan (“DSU”) and the Restricted Share Units Plan (“RSU”). Both plans are qualified as non-dilutive because no shares will be issued upon the exercise of such units. Each unit tracks the price of PHA’s common stock, and upon realization of certain conditions, entitles the holder to receive a cash payment equivalent to the number of units exercised multiplied by the market price of PHA’s common shares. The market price is based on the average closing price for the 15 business days preceding the exercise. Deferred Share Units Plan The DSU plan is intended for Directors of PHA. The vesting period is subject to Board approval, but generally the units granted will vest immediately. Thereafter, the units may be redeemed upon the termination of service between the holder and PHA. For clarity, a termination of service occurs when a director leaves the organization for any reason other than with cause. A holder has up to December 31st of the year following the termination of services to provide a redemption notice to the Company. For the period ended December 31, 2025 and 2024 there were no DSUs issued. A decrease in fair value of $8 was recognized in the three-month period ended December 31, 2025, and an increase in fair value of $30 was recognized in the three-month period ended December 2024. In addition, on December 12, 2025, 263,121 DSUs were paid out for consideration of $6. The changes to the number of outstanding DSUs granted by the Company are as follows: Number of outstanding DSU Beginning balance - September 30, 2025 1,483,354 Changes during the period Exercised (263,121) Granted - Ending balance - December 31, 2025 1,220,233 Number of outstanding DSU Beginning balance - September 30, 2024 1,483,354 Changes during the period Exercised - Granted - Ending balance - December 31, 2024 1,483,354 Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 15 The following table p --- rovides information on outstanding DSUs for the period ended December 31, 2025 and 2024: December 31, 2025 Issuance date Number of outstanding DSU Fair value $ June 30, 2023 275,000 7 August 28, 2023 337,500 8 November 24, 2023 607,733 16 Ending balance - December 31, 2025 1,220,233 31 December 31, 2024 Issuance date Number of outstanding DSU Fair value $ June 30, 2023 337,500 57 August 28, 2023 400,000 68 November 24, 2023 745,854 127 Ending balance - December 31, 2024 1,483,354 252 Restricted Share Units Plan The RSU plan is intended for management and consultants of PHA. Under this program, the units vest over a period of three years. On the third anniversary of a grant, the holder automatically receives a cash payment. For the period ended December 31, 2025, no RSUs were issued. An expense and a decrease in fair value of $17 and $18 were recognized respectively as related to previous grant. For the period ended December 31, 2024, no RSUs were issued. An expense and a decrease in fair value of $27 and $8 were recognized respectively as related to previous grant. The following table provides information on outstanding RSUs for the period: December 31, 2025 Issuance date Number of outstanding RSU Fair value November 23, 2023 569,697 9 Ending balance - December 31, 2025 569,697 9 December 31, 2024 Issuance date Number of outstanding RSU Fair value November 23, 2023 887,023 63 Ending balance - December 31, 2024 887,023 63 Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 16 12. LOSS PER SHARE Both the basic and diluted loss per share have been calculated using the loss attributable to shareholders of the parent company as the numerator, i.e. no adjustments to profit were necessary in December 2025 or 2024. As the Company is in a net loss position for the period ended December 31, 2025, and 2024, there are no differences between the weighted average number of shares and the diluted weighted-average number of shares. Excluded from the calculations for the periods ended December 31, 2025, and 2024, are all outstanding stock options, warrants and the contingent consideration from a business combination which are deemed to be anti-dilutive as they would have the effect of decreasing the loss per share. 13. RELATED PARTY TRANSACTIONS December 31, December 31, 2025 2024 Key management compensation Salaries and employee benefits 151 240 Fees to directors 48 71 Consulting fees 133 82 Share-based compensation 34 53 366 446 Related party transactions Salaries and employee benefits 42 50 Legal fees - 54 42 104 408 550 Transactions with key management and members of the Board of Directors The remuneration of key management, including the Former and the Interim Chief Executive Officers “CEOs”, the Former and the Interim Chief Financial Officers “CFOs”, Chief Technology Officer “CTO”, the Vice President, Corporate Development, the independent directors and their close family members is as shown in the table above. To clarify, the share-based compensation expense presented in the table pertains to the restricted stock units (RSUs) and stock options granted in the prior years, as these awards vest over a three- year period. As of December 31, 2025, the Company has $496 outstanding related to termination benefits owed to the former Company’s President and Chief Executive Officer a --- nd as a member of the Board. As a reminder, on March 27, 2025, the Company entered into an agreement to provide termination benefits amounting to $862 to the former CEO and director. Other related party transactions Related parties include close family members of the shareholder with significant influence. Premier Health of America Inc. Notes to Condensed Interim Consolidated Financial Statements Three-month periods ended December 31, 2025 and 2024 (in thousands of Canadian dollars, except for number of shares) (Unaudited) Page | 17 14. SUBSEQUENT EVENTS On February 6, 2026, the Company sold its Blainville head office building. The sale was structured as a sale and leaseback transaction. The proceeds from the sale were used to fully repay the term loan secured by the building (balance of $1,041 as at September 30, 2025) and to partially repay the term loan and senior term loan.