BioMark Diagnostics Inc.

Form 51-102F1

Management's Discussion & Analysis

Annual Report

For the Year Ended March 31, 2025

About This Management's Discussion & Analysis

All references in this management's discussion and analysis, or MD&A, to "the Company", "BioMark", "we", "us" or "our" refer to BioMark Diagnostics Inc. and the subsidiaries through which it conducts its business unless otherwise indicated or the context requires otherwise.

This management's discussion and analysis ("MD&A") should be read together with the annual audited consolidated financial statements and accompanying notes for the year ended March 31, 2025, which have been prepared by management in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, or IASB. Our IFRS accounting policies are set out in Note 3 of our annual audited consolidated financial statements for the year ended March 31, 2025. All amounts are stated in Canadian dollars unless otherwise indicated.

Readers should note that the Company will need to raise additional working capital through the sale of common shares, the issuance of debt, or by entering into license or collaboration agreements to fund its operation, set up its lab facility, obtain certification, complete planned clinical trials, and preclinical studies. As disclosed in the financial statements, these factors indicate the existence of material uncertainty that may raise significant doubt about the Company's ability to continue as a going concern.

Cautionary Statement About Forward-Looking Statements

This MD&A includes forward-looking statements within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature are forward-looking, and the words such as "anticipate", "believe", "plan", "estimate", "expect", "may", "project", "predict", "potential", "could", "might", "should", "leading", "intend", "contemplate", "shall" and other similar expressions are generally intended to identify forward-looking statements. Forward-looking statements in this MD&A include, but are not limited to, statements with respect to:

our expected future loss and accumulated deficit levels, our projected financial position and estimated cash burn rate,
our expectations about the timing of achieving milestones and the cost of our development programs,
our requirements for, and the ability to obtain, future funding on favorable terms or at all

our projections for the development of the technology platform and progress of each of the technologies, particularly with respect to the timely and successful completion of studies and trials and the availability of results from such studies and trials
our expectations regarding the progress and the successful and timely completion of the various stages of the regulatory approval process
our ability to secure strategic partnerships with larger pharmaceutical and biotechnology companies
our expectations regarding the acceptance of our technologies by the market
and our ability to retain and access appropriate staff, management, and expert advisers
our expectations with respect to existing and future corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by us or to us in respect of such arrangements; and
our strategy with respect to the protection of our intellectual property.

All forward-looking statements reflect our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but rather on management's expectations regarding future activities, results of operations, performance, future capital, and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.

By its nature, forward-looking information involves numerous assumptions, inherent risks, and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. In evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under the heading "Risk Factors" in this MD&A. Some of these risks and assumptions include, among others:

substantial fluctuation of losses from quarter to quarter and year to year due to numerous external risk factors, and anticipation that we will continue to incur significant losses in the future
uncertainty as to our ability to raise additional funding to support operations
our ability to commercialize our technologies without additional funding
the risks associated with the development of technologies that are at clinical trial and at the preclinical study stage
reliance on third parties to plan, conduct, and monitor our clinical trials and preclinical studies
our technologies may fail to demonstrate efficacy to the satisfaction of regulatory authorities or may not otherwise produce positive results
risks related to filing applications to commence clinical trials and to continue clinical trials if approved
the risks of delays and inability to complete clinical trials due to difficulties enrolling patients
risks related to obtaining approval from regulatory authority to commercialize of technologies
competition from other biotechnology and pharmaceutical companies

our reliance on the capabilities and experience of our key executives and scientists and the resulting loss of any those individuals
our ability to adequately protect our intellectual property and trade secrets
our ability to source and maintain licenses from third-party owners; and
the risk of patent-related litigation,
all as more fully described under the heading “Risk Factors” in this MD&A

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results, or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market, or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

Any forward-looking statements represent our estimates only as of the date of this MD&A and should not be relied upon as representing our estimates as of any subsequent date. We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or reflect the occurrence of unanticipated events, except as may be required by securities legislation.

1.1 Date of Report: July 28, 2025

1.2 Overall Performance

BioMark Diagnostics Inc. was incorporated under the Business Corporation Act of British Columbia on June 19, 2014. The head office of the Company is 130 – 3851 Shell Rd, Richmond, British Columbia, V6X 2W2.

BioMark is a Canadian-based company that is developing its advanced-stage cancer diagnostic business. BioMark’s cancer diagnostic technology platform leverages "Omics" and machine learning with a focus on cancers that are hard to detect and treat. BioMark Diagnostics is currently focused on bringing its blood-based cancer diagnostic solution to commercialization standards, starting with its early lung cancer assay. The Company is currently listed for trading on the Canadian Securities Exchange under the symbol “BUX”, OTC Market under the symbol “BMKDF” and Frankfurt Stock Exchange under the symbol “20B”.

For more information, please visit the Company’s website at www.biomarkdiagnostics.com

Announcements and highlights during the year:

Despite persistent global economic challenges and ongoing geopolitical tensions, the company is strategically positioned to navigate these hurdles and capitalize on the significant opportunities within the oncology molecular diagnostics sector. Our core expertise in metabolomics and AI-driven biomarker discovery directly addresses the need for earlier, more precise cancer detection. While navigating a cautious investment landscape and a competitive talent market, the Company has proactively implemented agile strategies and resilient operational and financial systems to counteract these headwinds. Furthermore, recognizing the transformative power of technology, the Company is strategically building a robust AI infrastructure through key collaborations, aiming to leverage advanced analytics to enrich assay results and enhance its cancer diagnostics capabilities. We are committed to continuous innovation and disciplined execution to realize the full potential of these opportunities for our stakeholders.
On April 9, 2024, BioMark announced the receipt of non-dilutive research funding totaling over $290,000 for a two-year period to advance the development of a cancer treatment for Glioblastoma. This project, led by the Company collaborator and Principal Investigator, Dr. Donald Miller of the University of Manitoba, focuses on "Examination of lipid nanoparticle loaded hydrogels for localized silencing of spermidine/spermine acetyl transferase-1 (SAT1) expression in tumor and enhanced radiation and chemotherapy response." The competitive grants awarded include support from Research Manitoba IPoC Grant and Mitacs Accelerate research programs.
On April 18, 2024, BioMark announced an amendment to the terms of 5,062,000 non-broker warrants, extending their exercisable term by two years to May 4, 2026, at the original exercise price of $0.45 per share. All other terms of the warrants remain unchanged. Additionally, BioMark granted 4,625,000 stock options to key employees, the management team, scientific advisors, and consultants. Each Option grants the holder the right to purchase one Common Share at a purchase price of $0.45 per Common Share for three years. All terms and conditions of these options were in accordance with the terms of the Company's Stock Option Plan (2022).
In April 2024, the Quebec-Based wholly owned subsidiary, BioMark Diagnostic Solutions Inc., retained the services of LOK North America to conduct an internal audit of its Quality Management System in connection with its lab certification program under ISO 15189:2022 international standards. This internal independent Audit did not reveal major non-conformance issues, and the final accreditation submission will take place within the second half of 2025.

On May 1, 2024, BioMark management met with AstraZeneca’s North American early cancer detection team in Toronto. The discussion centered on updating the group regarding progress in early lung cancer clinical trials and exploring potential collaboration initiatives specifically focused on lung cancer and respiratory disease within North America (US and Canada).
The recruitment of participants for a significant multimodal study focused on the early detection of lung cancer, conducted at IUCPQ under Dr. Joubert, was successfully concluded in May 2024. Initial batch of retrospective samples were received and analyzed at BioMark's Quebec-based laboratory. Data readout anticipated in the second half --2025. The remainder of the prospective samples are being collected and shipped and will be analyzed in 2025 and 2026 to coincide with appropriate follow up.
BioMark sponsored the SynergiQc scientific offsite retreat meeting hosted by IUCPQ from May 7-9, 2024, in Quebec City. BioMark scientific team was able to present the progress and key achievements of the >6000-patient multimodal early lung cancer clinical trial to representatives from AstraZeneca Global and its Canadian Group.
Dr. Don Miller, the principal investigator for the Glioblastoma (GBM) project with BioMark, completed a survey for the "Glioblastoma Research Program Fiscal Year 2024 Stakeholder Request for Information," conducted by The Congressionally Directed Medical Research Programs (CDMRP) in the USA. This survey aimed to identify knowledge gaps, targeted outcomes, and therapeutic needs in glioblastoma research.
On June 11, 2024, the BioMark team held a follow-up meeting with AstraZeneca’s North American early cancer detection team, building upon prior discussions in Toronto and Quebec City. This meeting focused on a deeper understanding of BioMark’s technology platform, review of clinical data and d setting a stage for ongoing dialogue.
On June 13, 2024, BioMark received an invitation to register for the H.C. Wainwright 26th Annual Global Investment Conference, set to occur from September 9-11, 2024, in New York City. This invitation-only event is a major global investment conference within the life sciences sector, offering public companies a platform to present their latest research, developments, and business strategies to potential investors and engage in private 1-on-1 meetings.
On June 18, 2024, BioMark announced that its scientific advisor, Dr. Daniel Sitar, BScPharm, MSc, PhD, FGSA, FCP, was awarded a fellowship by the Canadian Society of Clinical Pharmacology and Therapeutics. This recognition acknowledges his outstanding research contributions and his roles on advisory panels and editorial boards of scientific journals. The ceremony took place at the Annual Scientific Meeting in Ottawa.

On June 21, 2024, ROBIC, BioMark’s patent agent, confirmed that the international PCT patent application No. PCT/CA2022/051521, titled "GLIOBLASTOMA TUMOR GROWTH INHIBITION BY SAT1 KNOCKDOWN," has entered the national phase in multiple countries/territories, including Australia, Europe, Canada, China, and the United States.
On July 15, 2024, BioMark announced that long-standing collaborators at the University of Manitoba Therapeutics presented compelling new research findings on glioblastoma at the 2024 Globalization of Pharmaceutics Education Network (GPEN) Conference in Copenhagen. The presentations were titled "Evaluation of Hydrogel Formulations for Local, Sustained Delivery of Spermidine/Spermine N1-acetyltransferase Small Interfering RNA Loaded Lipid Nanoparticles to Glioblastoma Tumor Cells" and "Examination and Identification of Potential Drug Biomarker Candidates for Glioblastoma."
BioMark successfully completed its annual audit with MNP LLP, with the Audited Financial Statement and MD&A subsequently filed in SEDAR and on the Canadian Securities Exchange in July in accordance with regulatory requirements.
On July 31, 2024, BioMark announced the issuance of U.S. Patent No. 17/895.69 by the U.S. Patent and Trademark Office (USPTO). This patent provides protection for the company’s Spermidine/spermine N (1)-acetyltransferase 1 (SAT1) legacy assay platform, utilized for assessing tumor velocity and treatment response, particularly in glioblastoma patients (GBM) and triple-negative breast cancer (TNBC) patients with specific genetic mutations.
Preliminary meetings were conducted with Dr. Corey Casper, CEO of American Advanced Health Institute, to discuss BioMark's early cancer detection platform and the potential of its liposomal nanoparticle (LNP) delivery system for cancer vaccines in August 2024. A subsequent technical follow-up meeting was held with Dr. Miller. The group plans to visit the institute in 2025.
On September 5-6, 2024, the BioMark team was invited to present its technology platform and data on early lung cancer detection and GBM response to treatment assay to oncologists and pathologists at the University of Maryland School of Medicine. The visit also included discussions regarding joint applications for potential research opportunities and commercialization collaboration initiatives.

On September 10, 2024, BioMark announced the successful completion of a significant clinical trial in collaboration with the Institut Universitaire de Cardiologie et de Pneumologie de Québec (IUCPQ). Over 5,400 patient samples were analyzed using BioMark's innovative lung cancer assay, demonstrating its potential for early detection and improved patient outcomes. BioMark is collaborating with a leading data analytics group to leverage advanced artificial intelligence and machine learning techniques for data analysis, with final results slated for presentation at a forthcoming medical conference and submission for peer-reviewed publication.
BioMark’s management team actively participated in the H.C. Wainwright 26th Annual Global Investment Conference, September 9-11, 2024, where they showcased the company's pipeline of promising liquid biopsy tests for various cancer types, including lung cancer, breast cancer, and glioblastoma. The conference provided a valuable platform for connecting with investors and industry professionals within the life sciences sector.
On September 24, 2024, BioMark announced that its research on metabolic profiling of pulmonary neuroendocrine neoplasms (NENs) titled "Metabolic Profiling of Pulmonary Neuroendocrine Neoplasms.", was published in the prestigious Cancers journal. This research contributes to understanding the unique metabolic alterations associated with NENs, which could lead to novel biomarkers for early diagnosis and disease monitoring.
In September 2024, BioMark received confirmation of the acceptance of its abstract for a poster presentation at the 2024 San Antonio Breast Cancer Symposium®, scheduled for December 10-13, 2024. This conference serves as an important venue for sharing the company's latest research findings with the broader scientific, medical, and biopharmaceutical community.
A provisional patent was filed to protect new markers and algorithms, preceding the publication of the related breast cancer screening paper in the International Journal for Molecular Science (IJMS) in October 2024.
In November 2024, as BioMark confirmed its commitment to commercializing its early lung cancer liquid biopsy franchise and advancing its expansion strategy, the Company created a supporting video that can be found at https://www.youtube.com/watch?v=LI1THMD9RYs to acknowledge the Lung Cancer Awareness Month. The Company has several papers lined up for publication that will demonstrate the robustness of our technology platform in early detection and in addition how leveraging AI/ML can improve the diagnostic accuracy of the assay.

On December 10, 2024, BioMark announced the publication of groundbreaking study data in a Special Edition of the International Journal of Molecular Sciences (IJMS). Results clearly demonstrate the potential of BioMark's blood-based assay to accurately predict estrogen receptor (ER) status in breast cancer patients. This non-invasive test, which utilizes metabolomics and machine learning, shows promise for revolutionizing breast cancer diagnosis and treatment.
BioMark was invited again to presents new findings at the 47th San Antonio Breast Cancer Symposium (SABCS). On December 11, 2024, Dr. Jean-François Haince, General Manager and CSO, shared study data highlighting how plasma metabolomics can be applied to lobular breast cancer biomarker discovery during the poster session. These insights emphasized the power of machine learning techniques in analyzing complex metabolomic data and identifying significant biomarkers that can differentiate between different subtypes of breast cancer, specifically lobular breast cancer and ductal carcinoma.
BioMark successfully conducted its Annual General Meeting at its head office in Richmond, BC, on December 27, 2024. All proposed motions were duly passed.
In January 2025, BioMark continued to actively engage with potential investors and biopharma partners who expressed interest in its metabolomics-based liquid biopsy platform for early cancer detection, following the recent J.P. Morgan Healthcare Conference in San Francisco. BioMark aimed to specifically explore partnerships aligned with its lung and breast cancer diagnostic programs to help accelerate commercialization and facilitate market adoption.
Siemens Healthineers' senior management invited BioMark to join the coming Innovative Health Initiative (IHI) call 9 with project proposal entitled: BRIDGES - Boosting Research, Innovation and Data interoperability through inteGration and defragmentation of lung cancer care across European health systems in January 2025. Objective of BRIDGES is the setup of an academic and public-private research platform in the cloud to conduct multicenter studies across the lung cancer patient journey, including the use of biomarkers and AI applications. The project will have a scope of ~15 million Euro EU funding and ~15 million Euro of in-kind or financial contributions from industry. The onboard group meeting was held in the last week of January. Follow will be provided as the program proceeds.
On February 11, 2025, the BioMark team conducted a meeting with the J.P. Morgan Life Sciences team in Canada to discuss potential opportunities for supporting the Company's capital and growth needs. Further updates are anticipated as progress unfolds.
On February 12, 2025, BioMark's scientific collaborators at the Arthur G. James Comprehensive Cancer Center (Ohio State University), led by Dr. Rolfo, successfully completed and submitted an NIH R01 grant application focusing on early lung cancer detection using a multi-omics approach.

On February 13, 2025, BioMark’s Quebec-based subsidiary, BioMark Diagnostic Solutions Inc. "BDS," received notification of the approval of its application for advisory services and non-dilutive funding of up to CAD $74,900 from the National Research Council of Canada Industrial Research Assistance Program (NRC IRAP). This funding will support the development of a Risk Prediction Model for Early Breast Cancer Detection.
On March 19, 2025, the BioMark team held a follow-up meeting with the J.P. Morgan Life Sciences team in Canada to discuss potential capital and business growth opportunities, with a lab site visit that was planned for April 2025.
On March 19, 2025, BioMark received notification that the International Consortium Project Proposal “BREATHE: Biomarker-Guided Refinements of Lung Cancer Screening for Health Enhancement” to the Eureka Network Canada has qualified for the final due diligence stage for NRC-IRAP funding. Initial review of ethical considerations and cybersecurity was successfully passed on March 13, with the final external evaluation scheduled for April, aiming for a commencement in early May 2025.
On March 26, 2025, BioMark announced that it has arranged and completed financing for the initial tranche of its non-brokered private placement. Under the first tranche, BioMark issued 9,610,000 units (the “Units”) at a price of CAD $0.30 per Unit, for aggregate gross proceeds of CAD $2,883,000. Each unit consists of one common share of BioMark and one full purchase warrant. One whole share purchase warrant will entitle the holder thereof to purchase one common share of BioMark at CAD $0.50 per share for a period of three years from the closing date of the private placement. The Warrants under the first tranche may be subject to an acceleration clause if the closing trading price of BioMark’s shares is greater than CAD $2.50 per common share for a period of 10 consecutive trading days (the “Acceleration Event”). BioMark may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 90 days following the date of such written notice. The securities issued under the private placement will be subject to a period of four months and one day under the Canadian securities laws and subject to resale restrictions under the U.S. securities laws. No finders’ fees were payable on the private placement.
On March 31, 2025, BioMark announced the successful closing of its previously announced oversubscribed non-brokered private placement. The closing of the second and final tranche builds upon the momentum of the previously announced first tranche on March 26, 2025, culminating in a significantly successful financing round. This second tranche consisted of 4,593,984 units, bringing the total number of Units issued in this financing round to 14,203,984. The Units were issued at a price of CAD $0.30 per Unit, for aggregate gross proceeds of CAD $4,261,195. The financing will be utilized to accelerate BioMark’s commercialization and for other corporate development goals. BioMark secured the additional subscriptions of up to 4,593,984 units (the “Units”) at a price of CAD $0.30 per Unit, for

aggregate gross proceeds of up to CAD $1,378,195. Each unit consists of one common share of BioMark and one full purchase warrant. One whole share purchase warrant will entitle the holder thereof to purchase one common share of BioMark at CAD $0.50 per share for a period of three years from the closing date of the private placement. The Warrants under the second tranche may be subject to an acceleration clause if the closing trading price of BioMark’s shares is greater than CAD $1.00 per common share for a period of 10 consecutive trading days (the “Acceleration Event”). BioMark may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. The securities issued under the private placement will be subject to a period of four months and one day under the Canadian securities laws and subject to resale restrictions under the U.S. securities laws. A debt conversion consisting of 1,000,000 units in settlement of indebtedness in the aggregate amount of CAD $300,000 to pay Due to the Related Party was also completed. No finders’ fees were payable on the private placement.

BioMark executive team continues to seek deeper collaborations with several high-profile USA medical institutions and introduce the company to insurance companies (payers), regulatory experts, and bio-pharma partners as its early lung cancer lab developed test (LDT) commercialization efforts gather momentum. The Greenbaum Comprehensive Cancer Centre team requested a one-hour medical lecture by Dr. Haince from BioMark scheduled for April 9th, 2025. Title of the talk “Metabolomic Fingerprinting for Early Cancer Detection: From Bench to Clinic”. The presentation explores the use of metabolomics, which combines analytical chemistry and bioinformatics, to identify unique metabolite signatures for the early detection of cancer. It discusses the potential of metabolomics as a feasible, affordable, and high-throughput blood-based test for early-stage lung cancer screening, offering a promising alternative to genetic and proteomic markers.
BioMark is looking to establish a collaborative research partnership with the Arthur G. James Comprehensive Cancer Center (Ohio State University), led by Dr. Rolfo and his team. This partnership is built on the strong collaborative foundation built between the two entities over the past 12 months. Details regarding the collaboration agreement will be announced in the near future.
BioMark continues to entertain discussions with various financial institutions, accredited individual investors, and government agencies to secure non-dilutive funding, favourable loans, and equity investments to accelerate the commercialization of its early lung cancer liquid biopsy franchise, to advance its expansion strategy in the USA and internationally as well as for general corporate purposes.

Risk Factors and Uncertainty

Geopolitical Tensions, Trade Protectionism, and Economic Headwinds

The current political climate, particularly the ongoing tensions with the new US administration and the potential for increased tariffs, presents significant uncertainties and risks. A looming decision on tariffs could substantially increase BioMark's operational costs by raising the price of imported raw materials, components, and laboratory equipment. Such measures also threaten to disrupt established supply chains, leading to potential delays and shortages of critical supplies. Beyond trade, the broader challenging economic environment characterized by investor caution is further complicating fundraising efforts for small-cap diagnostic companies like BioMark.

Additionally, the review of collaborative programs with US partners, including those funded by the DoD and NIH, could adversely affect several ongoing and planned projects, collectively impacting BioMark's financial stability, operational efficiency, and ability to invest in crucial research and development.

Commercialization and Revenue Generation

BioMark is focused on the commercial introduction of its advanced diagnostic assays, beginning with its early lung cancer assay in Quebec and expanding to other jurisdictions. While strategic partnerships have been established to navigate regulatory landscapes, optimize lab infrastructure, and accelerate clinical validation, the generation of future sales revenue is not guaranteed. Delays in commercialization could significantly impact the timing and realization of revenue streams.

Clinical and Regulatory Risks

The Company's success is contingent upon positive outcomes from ongoing clinical research, regulatory submissions, and lab certification. Negative clinical trial results, lab certification compliance failure, regulatory denials, or delays could adversely affect sales and product commercialization plans.

Competitive Landscape

The diagnostic industry is characterized by rapid innovation and intense competition. Existing and emerging market entrants with substantial financial resources, coupled with advancements in genomics, epigenetics, exosomes, and liquid biopsy technologies, pose significant competitive challenges. These factors could negatively impact BioMark's ability to successfully commercialize its products.

Key Personnel

BioMark's success is heavily reliant on the contributions of its key personnel. The loss of any key individual could have a material adverse effect on the Company. Furthermore, there is no assurance that BioMark will be able to attract and retain the necessary talent to support its growth.

Financial Risks and Capital Requirements

Management is actively pursuing additional equity and debt financing, non-dilutive funding, and cost control measures to maintain adequate working capital. However, there is no guarantee of success in these efforts. Failure to secure additional financing on reasonable terms could necessitate curtailment or reduction of operations, potentially impacting the Company's ability to continue as a going concern.

Limited Working Capital

The Company's limited working capital may restrict its ability to capitalize on strategic opportunities and reinvest in product development in a timely manner.

1.3 Selected Annual Information

The following information is a summary of the Company’s financial data for the three most recently completed financial years.

	March 31, 2025	March 31, 2024	March 31, 2023
	$	$	$
Total Expenses	2,353,273	2,085,093	2,196,046
Net Loss	1,927,280	1,427,385	1,842,229
Loss Per Share	0.02	0.02	0.02
Total Assets	3,134,281	1,088,920	732,292
Distribution or Cash Dividends	None	None	None

For discussion of annual information, refer to sections 1.4 and 1.5.

1.4 Discussion of Operations

	2025	2024
	$	$
Revenue	154,216	163,220

The Company generated revenues of $154,216 for the year ended March 31, 2025, and recorded a net loss of $1,927,281 for the year ended March 31, 2025.

Revenues decreased slightly by $9,004 from $163,220 for the year ended March 31, 2024, to $154,216. During the year ended March 31, 2025, BioMark Diagnostics Inc. wholly owned subsidiary, BDS, entered into research and collaboration agreements with certain biotech companies. The purpose of entering

into these agreements is for BDS to generate revenue and cash flow to finance the company's research activities. As part, of the four agreements signed during the year, BDS provided biotech companies with access to designated spaces within the premises BDS leased and agreed to offer laboratory and bioanalytical basic services as requested. Management elected to present lease payments received under operating leases as Revenue.

The net loss increased by $499,895 from $1,427,385 (March 31, 2024) to $1,927,280, for the year ended March 31, 2025, which was largely due to the increased share-based compensation, research development costs, along with the reduction of other income from tax credit income in Quebec and other government grants.

	2025	2024
	$	$
Expenses:
Consulting fees	358,960	422,599
Depreciation of right-of-use asset	386,037	379,471
Depreciation of property and equipment	15,237	13,699
Research and development	696,012	650,534
Professional fees	273,242	223,892
Office and miscellaneous	77,955	78,198
Interest and bank charges	61,537	115,168
Filing and transfer agent fees	90,385	97,858
Travel	27,263	28,194
Share-based compensation	366,645	75,480
Total operating expenses	2,353,273	2,085,093

The total operating expense increased by $268,180 from $2,085,093 (March 31, 2024) to $2,353,273 (March 31, 2025), mainly due to increased operating expense related to share-based compensation, research and development and professional fees.

Consulting service fees decreased by $63,639 compared to the prior year, mainly due to the increased use of third-party consulting services related to business development activities and engagement with potential customers. There has been no significant change to key management compensation. The Company engaged in required services on a consulting basis.

The depreciation of right-of-use assets and property and equipment slightly increased by $6,566 and $1,538 respectively, which remains at the same level as the last fiscal year. The Company renewed the office lease in Richmond for a three-year term expiring on October 31, 2026, and the lease for the lab facility in Quebec City for a three-year term expiring on November 30, 2026. The details of accounting standards and the calculation of depreciation on asset, Right-of-use

14
Asset and Lease Liability are discussed respectively on Note 3, Note 6, and Note 7 in the Audited Consolidated Annual Financial Statement. Under Note 6, computers are recorded at cost and amortized over three years; laboratory equipment is recorded at cost and amortized over five years. Under Note 7, the equipment is related to the acquired instruments via the third-party leasing company and is amortized for over five years. The office lease includes both the office spaces in Richmond, BC, and the lab facility in Quebec, QC.

Research and other expenses increased by $45,478 from $650,534 for the year ended March 31, 2024, to $696,012 for the year ended March 31, 2025. With the continuation of research projects and clinical trials, the Company made remarkable progress in completing the recruitment of participants for its large multimodal early lung cancer study conducted at IUCPQ under Dr. Jourbert, and in measuring responses to treatments for advanced-stage lung cancer patients following systemic treatments. The company is looking to expand its workforce to secure lab certification, support the future scale-up of its operation and business development activities; the company expects higher research and development-related expenses in the coming fiscal year to support the development of other assays in its product pipeline. The management team will actively seek additional government non-dilutive funding to support and offset the projected increase in research expenses. Major expenses are expected to be related to the recruitment of highly qualified personnel to support assay verification and validation, secure lab supplies, lab certification, sample acquisition, conduct analysis, publication costs, and other research/business development-related activities, especially in the USA.

Professional fees for the year ended March 31, 2025, were $273,242 compared to $223,892 for the year ended March 31, 2024, an increase of $49,350. The professional fees related to legal counsel for corporate matters and patent filing fees. These fees depend on the timing and stage of the patent applications and filings. The Company continues to build its patent portfolio applications/filings, advances its patent registration to different jurisdictions, and anticipates spending more in the coming fiscal year. These investments represent intangible assets for any biotechnology company, yet the value is not reported or captured in the current balance sheet.

Office and miscellaneous slightly decreased by $243 from $78,198 for the year ended March 31, 2024, to $77,955 for the year ended March 31, 2025. The company maintains a prudent operational spending policy regardless of the expanded operating activities at its lab facility in Quebec City.

The interest and bank charge decreased by $53,631 from $115,168 for the year ended March 31, 2024, to $61,537 for the year ended March 31, 2025, mainly due to the full repayment of the short-term loan from R&D Capital and all outstanding government loans. This reduction was anticipated following the elimination of these debt obligations. Interest charges related to the existing lease arrangements for lab instruments with third parties have remained consistent. The Company

intends to expand its capacity by acquiring additional instruments through new lease agreements in the coming fiscal year. This expansion is in anticipation of commercialization efforts following lab certification and the initiation of expanded research projects. Further details regarding the applicable accounting standards and the calculation of interest on Right-of-Use Assets and Lease Liabilities can be found in Note 7 of the Audited Consolidated Annual Financial Statement.

Filing and transfer agent fees modestly decreased by $7,473 from $97,858 for the year ended March 31, 2024, to $90,385 for the year ended March 31, 2025, mainly due to the reduction of service fees rendered by the transfer agency. Travel expenses slightly decreased by $931 compared to the previous year, remaining at the same level. With the scheduled international conferences and presentations, the Company anticipates higher spending on travel expenses for business development and collaborative research in the next fiscal year.

The share-based compensation of $366,645 was reported for the year ended March 31, 2025, which increased by $291,165 from $75,480 for the year ended March 31, 2024. On April 18, 2024, the company granted 4,625,000 common share purchase options exercisable at $0.45 per share expiring in three years to consultants of the company. 25% of the options will vest immediately and 25% every six months. During the year ended March 31, 2025, the company recorded total share-based compensation expenses of $366,645 (2024 - $75,480). Share-based compensation is designed to help the Company obtain the required consulting service from domain experts and preserve the cash for operating purposes.

	2025	2024
Other expenses (income)	$	$
Foreign exchange loss	4,122	(638)
Tax credit income	(134,383)	(193,490)
Government grants	(95,000)	(296,499)
Interest income	(1,516)	(3,861)
Other income	(45,000)	-
Total other (income) loss	(271,777)	(494,488)

For the fiscal year ended March 31, 2025, the Company reported other income of $271,777, representing a decrease of $222,711 compared to the $494,488 recorded in the prior year. This decline is primarily attributable to a reduction in tax credit income from Revenue Québec and other government grants. Specifically, during the fiscal year ended March 31, 2025, BDS, the Company's Quebec-based subsidiary, did not receive National Research Council Canada Industrial Research Assistance Program (NRC IRAP) funding to reimburse eligible project salaries and contractor costs due to a squeeze and availability of limited government funding. The management team is actively pursuing additional non-dilutive government funding to support and offset the anticipated increase in research expenses. The Company anticipates receiving NRC IRAP support with the expansion of research projects in the upcoming fiscal year.

In September 2023, the Company’s Quebec-based subsidiary, BDS entered into a definitive agreement to receive nonrepayable funding of up to CAD $231,000 from the City of Quebec through its Vision Entrepreneuriale Québec 2026 to accelerate commercialization and market development activities of its proprietary assay for early detection of lung cancer. Under this financial assistance program, the City of Quebec will reimburse up to 45% of eligible expenses including associated project salaries, marketing and business development costs, professional service fees, and travel subsidies over a 2-year period. The Company received and recognized $95,000 in funding under the terms of this contribution agreement for the year ended March 31, 2024, which was recorded as Government Grants under Other Income. The Company qualified to receive a second payment of $95,000 for the fiscal year ended March 31, 2025, which is recorded under accounts receivable since the disbursement is in process, and a third disbursement of $41,000 for the year ending March 31, 2026.

For the fiscal year ended March 31, 2025, the Company recognized $45,000 in other income generated from providing metabolomic analysis of plasma samples using LC-MS/MS assay for IUCQP at the lab in Québec City. With the anticipated expansion of capacity through the acquisition of additional instruments in the coming fiscal year, the Company expects to increase income from such services.

The Company experienced a modest increase in foreign exchange loss, moving from an income of $638 for the year ended March 31, 2024, to a loss of $4,122 for the year ended March 31, 2025. The increase of $4,760 in foreign exchange loss is primarily attributable to fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar, specifically impacting the U.S. dollar denominated bank account.

Other Ongoing Operational Objectives

In the coming quarters, BioMark will continue to evolve its business operations to help further leverage its expertise in cancer detection, monitoring, and assessment. The Company will be devoting additional resources towards expediting the commercialization and revenue generation of its most advanced-stage early lung cancer blood-based liquid assay.

BioMark will continue to seek and actively raise capital, especially within existing shareholders but also engage with new strategic investors and institutional funds. Management will continue to build a better US story where valuations can be more compelling and in line with other companies in our space. Management maintains discussions with strategic investors, family funds, and institutional investors as it approaches the commercialization of its lung cancer assay. The Company will also explore the possibility of engaging with IR firms specialized in the biotech arena in the US who can help increase the exposure of BioMark to select investment communities and have access to institutional desks.

Seek deeper collaborations with several high-profile USA medical institutions and introduce the company to insurance companies (payers), regulatory experts, and biopharma partners as its early lung cancer LDT commercialization efforts gather momentum. The US market is strategic due to its large addressable lung cancer screening market for at-risk populations (estimated at over 16 million annually). The market remains mostly untapped as there’s only a 5-6% penetration of image-based screening for the population at risk of developing lung cancer. In addition, the federal government is encouraging expanded accessibility for lung cancer screening initiatives and accessibility across different states, especially for rural communities that have limited resources.
Advance discovery studies in breast cancer and further refine its proprietary metabolic panel selection using the latest advancements in machine learning algorithms. In addition, the company will be submitting an abstract for presentation at a large breast cancer symposium slated for late 2024.
Continue to submit clinical results in peer-reviewed publications and expand the patent portfolio. The company intends to publish at least 4-6 peer-reviewed manuscripts, especially following results of the larger lung cancer trial in Quebec, responding to treatment for late-stage lung cancer, early breast cancer samples from US patients, glioblastoma research clinical work being conducted at the University of Manitoba. It is important to keep our science and discovery relevant to the scientific and biopharma communities. Relevant patents will be filed as needed to protect key discoveries and expand the company’s patent estate.
BioMark management team intends to participate in several high-profile conferences/symposiums such as ASCO, USCAP, ISLB, ILSCAP, and San Antonio Breast Cancer Symposium.
Understand and formulate a US reimbursement strategy with experts in private payors as the company plans to introduce its early lung cancer assay in select markets.
Seek academic institutions that have relationships with community hospitals across the US to help leverage the value of the company’s early lung cancer assay versatility – accessibility, accuracy, and affordability.
Increase market awareness programs and coverage to help improve corporate visibility, attract capital, and address the valuation gap versus existing peer groups.
Seek and recruit high-powered board members and advisers who can help the company expand its commercial footprint and access financing in the US and internationally.

Continue to seek additional funding including non-dilutive resources for its lab operations, certification of its clinical lab, U.S. expansion, business development, and clinical studies from both Canadian, European, and US agencies and foundations to develop the platform for other cancers and assess response to treatment.

1.5 Summary of Quarterly Results

The following information is a summary of the Company’s financial results for the eight most recently completed quarters. This information is unaudited.

	March 31, 2025	December 31, 2024	September 30, 2024	June 30, 2024
	$	$	$	$
Total Revenue	38,992	38,563	38,348	38,313
Expenses	672,970	373,822	644,891	661,590
Net Loss	(421,928)	(334,769)	(547,306)	(623,277)
Loss per Share	(0.00)	(0.00)	(0.00)	(0.00)
	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023
	$	$	$	$
Total Revenue	39,805	41,543	42,126	39,746
Expenses	584,956	502,424	498,297	499,416
Net Loss	(391,306)	(406,761)	(210,463)	(418,855)
Loss per Share	(0.00)	(0.00)	(0.00)	(0.00)

For the detailed discussion refer to sections 1.4 and 1.6.

1.6 Liquidity

	2025	2024
	$	$
ASSETS
Current
Cash and cash equivalents	2,481,766	156,749
Amounts receivable	160,622	43,027
	2,642,428	199,776
Prepaid expenses	34,605	34,155
Long-term investment	3,200	3,200
Property and equipment	24,091	35,795
Right-of-use asset	429,957	815,994
	3,134,281	1,088,920

LIABILITIES

	2025	2024
	$	$
Current
Accounts payable and accrued liabilities	267,475	144,422
Client Deposit	8,357	8,344
Current portion of lease liability	293,446	351,775
Due to related parties	663,339	739,829
	1,232,617	1,244,370
Lease liability	160,710	454,156
	1,393,327	1,698,526

The Company has total assets of $3,134,281 as of March 31, 2025, and has a positive working capital of $1,409,811. Total assets increased by $2,045,361 compared to $1,088,920 reported on March 31, 2024, mainly due to the increase of cash and cash equivalents and amount receivable. Working capital is defined as current assets less current liabilities. Compared to the negative working capital of $1,044,594 as of March 31, 2024, the positive working capital of $1,409,811 is mainly due to the increase of cash and cash equivalents raised by the private placements and amount receivable.

On March 31, 2025, the Company had cash and cash equivalents of $2,481,766 (March 31, 2024 - $156,749), which was an increase of $2,325,017 due to the increased cash raised through the private placement closed in March 2025, and also the increased amount receivable related to the sublease income generated by the lab in Quebec City.

Total liabilities decreased by $305,199 from $1,698,526 on March 31, 2024, to $1,393,327 on March 31, 2025, which was the combination of the reduction of lease liabilities and due to related parties, and the increase of the amounts payable and accrued liabilities. Current lease liability and long-term lease liability decreased by $58,329 and $293,446 respectively due to the lease payments made during the fiscal year ended March 31, 2025. The Company renewed the office lease in Richmond for a three-year term expiring on October 31, 2026, and the lease for the lab facility in Quebec City for a three-year term expiring on November 30, 2026. The details of accounting standards and the calculation of depreciation on assets, Right-of-use Assets, and Lease Liability are discussed respectively on Note 3 and Note 7 in the Audited Consolidated Annual Financial Statement.

Cash utilized for operating activities during the year ended March 31, 2025, was $1,093,126 compared to $982,521 on March 31, 2024, mainly due to the increased research and development expenses and professional fees.

SHAREHOLDERS' DEFICIENCY

	2025	2024
	$	$
Share capital	13,781,686	10,138,812
Share subscriptions received	-	350,000
Contributed surplus	3,732,355	2,352,010
Deficit	(15,773,087)	(13,450,428)
	1,740,954	(609,606)

As of March 31, 2025, the share capital was $13,781,686 comprising 105,090,213 issued and outstanding common shares (March 31, 2024 – $10,138,812 comprising 90,886,229 issued and outstanding Common Shares). The increase in shares outstanding is related to the rise of capital through private placement.

On March 26, 2025, the Company issued 9,610,000 units (the "Units") at a price of $0.30 per Unit, for aggregate gross proceeds of $2,883,000 of which $480,500 has been allocated to share purchase warrants using the residual value method. Each unit consists of one common share and one full purchase warrant. One whole share purchase warrant will entitle the holder thereof to purchase one common share of BioMark at $0.50 per share for a period of three years from the closing date of the private placement. In addition, on March 31, 2025, the Company issued the second tranche consisted of 4,593,984 units, bringing the total number of Units issued in this financing round to 14,203,984 of which $137,821 has been allocated to share purchase warrants using the residual value method, and of which $350,000 was received in the fiscal year ended March 31, 2024. The Units were issued at a price of $0.30 per Unit, for aggregate gross proceeds of $4,261,195. Each unit consists of one common share of BioMark and one full purchase warrant. One whole share purchase warrant will entitle the holder thereof to purchase one common share of BioMark at $0.50 per share for a period of three years from the closing date of the private placement. A debt conversion consisting of 1,000,000 units in settlement of indebtedness in the aggregate amount of $300,000 to pay Due to the Related Party was also completed. The securities issued under the private placements will be subject to a hold period of four months and one day. No finders' fees were payable on the private placement. The financing will be utilized to accelerate BioMark's commercialization and for other corporate development goals.

Surplus capital on March 31, 2025, is $3,732,355 (March 31, 2024 – $2,352,010). The increase is mainly a result of the combination of the share-based compensation recognized for a total amount of $366,646, the amount of $395,379 related to the fair value of the extension of warrants on April 18, 2024, along with the allocation of $618,320 related to share purchase warrants using the residual value method during the private placements. As a result of the net loss for the year ended March 31, 2025, of $1,927,280 (March 31, 2024 – $1,427,385) and the deficit on March 31, 2025, increased to $15,773,087 from $13,450,428 as at March 31, 2024.

At present, the Company’s operations do not generate sufficient cash inflows from the commercialization of its early lung cancer detection assay. Revenue consists primarily of income generated on the lab research and development services rendered to the third parties, and its financial success after March 31, 2025, is dependent on management’s ability to continue to obtain sufficient funding to sustain operations through the development stage and successfully bring the Company’s technologies to the point that they may be out licensed so that the Company achieves profitable operations. The research and development process can take many years and is subject to factors that are beyond the Company’s control. Valuable patents have been granted and filed that came from research activities conducted by the Company. Some of these patents could be licensed based on the application. Several of the Company’s diagnostic assays are near commercialization pending regulatory approval.

In order to finance the Company’s future research and development and to cover administrative and overhead expenses in the coming years, the Company may raise money through equity sales. Many factors influence the Company’s ability to raise funds, including the Company’s record of accomplishment, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to various factors, including the progress of research activities. Management believes it will be able to raise equity capital as required in the long term but recognizes there will be risks involved that may be beyond its control. Should those risks fully materialize, it may not be able to raise adequate funds to continue its operations.

Since the Company will not be able to generate cash from its operations in the foreseeable future, the Company will have to rely on funding through future equity issuance and through short-term borrowing in order to finance ongoing operations. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

1.7 Capital Resources

The Company does not have any other commitments for material capital expenditures. The Company is not a party to any off-balance sheet arrangements that have or are reasonably likely to have, a current or future material effect on the Company’s financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources.

1.8 Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements to which the Company is committed.

1.9 Transactions Between Related Parties

During the year ended March 31, 2025, the Company entered into the following transactions with related parties:

a) For the year ended March 31, 2025, directors and officers of the Company provided consulting services to the Company of $340,200. These charges are included in consulting fees. Consulting fees by the CEO were $240,000 and the CFO/Project Director was $100,200 for the year ended March 31, 2025. The Company has $450,181 (2024 - $580,881) and $163,360 (2024 - $109,150) due to CEO and CFO, respectively. (Refer to Note 4 of the audited financial statements)

b) For the year ended March 31, 2025, the Company has a balance of $49,798 (2024 - $49,798) owed to BioMark Technologies Inc. BioMark Technologies Inc., which holds approximately 39.02% of the common shares of the Company as of March 31, 2025 (2024 - 45.12%). The CEO of BioMark Technologies Inc. owns more than 10% interest in the Company.

c) On April 1, 2021, the Company entered into an Independent Contractor Agreement (the "Agreement") with the CEO of the Company. According to the Agreement, the Company shall pay the CEO $20,000 with applicable tax per calendar month; to be paid monthly or in such other installments and at such other times as the Consultant and the Company may mutually agree in writing. The Company shall pay all reasonable business and out-of-pocket expenses actually and properly incurred by the CEO from time to time in furtherance of or in connection with the Services including, but not limited to, all reasonable travel and other business expenses. The CEO will be entitled to a cash bonus in the amount of $250,000 upon the Company achieving a market capitalization of at least $75 million USD over a period of 30 trading days. According to the Agreement, the Company engaged CEO service to provide important services that include develop and direct the corporate strategy, resource allocation, review acquisitions or partnerships, drive or generate revenue growth, hire, and retain staff as necessary, support in capital raise rounds, manage past relationships and build business and collaborations. The Company has not compensated the CEO with a cash bonus based on these trading price calculations.

1.10 Fourth Quarter

The Corporation incurred a net loss of $421,928 in the fourth quarter ended March 31, 2025, compared to a net loss of $391,306 in the same quarter a year earlier. The increase in net loss in the fourth quarter ended March 31, 2025, was mainly due to the increased expenses recognized in the fourth quarter including the adjustment for the depreciation of right-of-use asset.

Net loss, quarter over quarter is influenced by various factors including the scope and stage of clinical development and research. Consequently, expenses may vary from quarter to quarter. General and administrative expenses are dependent on the infrastructure required to support the clinical and business development activities of the Company. A material increases in research and development as well as general and administrative costs is anticipated over the short term, as the Company's research and development and regulatory activities increase.

1.11 Subsequent Events

Subsequent to March 31, 2025, 2,410,000 options expired unexercised on July 14, 2025.

1.12 Critical Accounting Estimates

The preparation of these consolidated financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. However, actual outcomes can differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The more significant areas are as follows:

the estimates and assumptions used in the warrants extension and share-based compensation, which is described in Note 8.
To determine the value of the initial recognition and subsequent remeasurement of RoU assets and lease obligations, management is required to exercise judgment in several areas. Management has reviewed its lease agreements to estimate the lease term by evaluating the probability of exercising its option to extend or renew its lease contracts. Further judgment is required to determine the discount on lease payments by assessing its incremental borrowing rate at each of the Company’s locations, which is described in Note 7.

The preparation of consolidated financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. Actual results may differ from these estimates. Significant areas where management’s judgment has been applied include:

The assessment of the Company’s ability to continue as a going concern, which is described in Note 1.

1.13 Changes in Accounting Policies Including Initial Adoption

Impact of new accounting Standard but not yet adopted

In April 2024, the IASB issued an amendment to IFRS 18, which will replace IAS 1. The issuance introduces new categories and subtotals in the statements of comprehensive income (loss), requires disclosure of management-defined

performance measures, and includes new requirements for the location, aggregation and disaggregation of financial information. IFRS 18 will be effective for annual periods beginning on or after January 1, 2027, and are to be applied retrospectively. Early adoption is permitted and must be disclosed. The Company is still assessing the impact of adopting this amendment on its consolidated financial statements.

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7, relating to the classification and measurement requirements of financial instruments recognized within those standards. These amendments will be effective for annual periods beginning on or after January 1, 2026, and will be applied retrospectively with an adjustment to opening retained earnings. Prior periods will not be required to be restated and can only be restated without using hindsight. Entities can early adopt the amendments that relate to the classification of financial assets plus the related disclosures and can apply other amendments subsequently. The Company does not expect material impacts of adopting these amendments on its consolidated financial statements.

1.14 Financial Instruments and Other Instruments

Financial Instruments

A financial instrument is a contract that gives rise to a financial asset in one entity and a financial liability or equity instrument in another entity. Financial assets and financial liabilities, including derivatives, are recognized in the consolidated statement of financial position when the Company becomes a party to the contractual provisions of the financial instrument.

The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, client deposit, due to related parties and lease liabilities, which were measured at amortized cost. The Company may be exposed to risks of varying degrees of significance from financial instruments. Management's close involvement in the operations allows for the identification of risks and variances from expectations. A discussion of the types of risks the Company is exposed to and how such risks are managed by the Company is provided in Note 10 to the Annual Financial Statements.

Other Instruments

Intangible Assets

Under IAS 38, an "intangible asset" is an identifiable non-monetary asset without physical substance. It is sometimes difficult to assess whether an internally generated intangible asset qualifies for because of problems in: (a) identifying whether and when there is an identifiable asset that will generate expected future economic benefits; and (b) determining the cost of the asset reliably. In some case, the cost of generating an intangible asset internally cannot be distinguished from the cost of maintaining or enhancing the entity's internally generated goodwill or of running day-to-day operation.

To assess whether an internally generated intangible asset meets the criteria for recognition, an entity classifies the generation of the asset into (a) the research phase, and (b) the development phase. BioMark has nine patent families under the research phase and the development phase, however, the technology has not been commercialized yet. The Company is the process to demonstrate that the asset will generate probable future economic benefits but has the challenge of distinguishing the development phase from the research phase. Currently, the Company treats the expenditure on the project development as if it were incurred in the research phase, the costs are expensed as incurred, and the intangible assets have not been recognized on the financial statement. With the further development of the technology, BioMark will reassess the criteria of IAS 38 and apply to the applicable accounting treatment accordingly.

1.15 Other MD&A Requirements

(a) More information about the Company is on SEDAR at www.sedarplus.com.

(b) Information required in the following sections of National Instrument 51-102, if applicable:

(i) Section 5.3 – Additional Disclosure for Venture Issuers without Significant Revenue.

An analysis of material components of the Company’s general and administrative expenses is disclosed in the Statement of Comprehensive Loss forming part of the Financial Statements for the period ended March 31, 2025, to which this MD&A relates.

(ii) Section 5.4 – Disclosure of Outstanding Share Data; and

a. Authorized:

Unlimited common shares without par value

b. Common Shares Issued:

Number	Balance, March 31, 2025
105,090,213
Balance, July 28, 2025	105,090,213

As of March 31, 2025, the Company had 105,090,213 common shares issued and outstanding.

c. Share Purchase Warrants

On November 28, 2023, 1,115,579 warrants due to expire on December 13, 2023, were extended to December 13, 2024. The estimated fair value of the warrant extension is $44,774 which has been recorded as an increase to contributed surplus with the offsetting entry recorded to deficit.

This fair value was estimated using the Black Scholes model that calculated the difference between the extended period and the remaining period when the decision was undertaken to extend the warrants. The assumptions used were as follows for the two periods respectively: no expected dividend yield, 69% and 73% expected volatility, 5.01% and 5.07% risk-free interest rate, and 1.05 and 0.04 years warrant expected life. On December 13, 2024, 1,115,579 warrants have expired.

On April 18, 2024, 5,062,000 warrants due to expire on May 4, 2024, were extended to May 4, 2026. The estimated fair value of the warrant extension is $395,379 which has been recorded as an increase to contributed surplus with the offsetting entry recorded to deficit.

This fair value was estimated using the Black-Scholes model that calculated for the difference between the extended period and the remaining period when the decision was undertaken to extend the warrants. The assumptions used were as follows for the period: no expected dividend yield, 68% and 57% expected volatility, 4.20% and 4.87% risk-free interest rate and 2.05 and 0.05 years warrant expected life.

As of March 31, 2025, the number of warrants exercisable was 26,865,984 (2024 – 13,777,579 warrants). The weighted average life remaining for these warrants was 2.28 years and the weighted average exercise price was $0.48 per warrant.

d. Stock options:

The Company’s current stock option plan (the “Stock Option Plan (2022)”) was last approved by the shareholders on December 20, 2022. Pursuant to the Existing Plan, the maximum number of common shares of the Company that may be authorized for reservation for the grant of options from time to time shall be 15% of the Company’s then-issued and outstanding common shares. The plan provides for the granting of options to directors, employees, and consultants. The Board of Directors determines the features of the awards, including the exercise price, the term, and vesting provisions.

On April 18, 2024, the company granted 4,625,000 common share purchase options exercisable at $0.45 per share expiring in three years to consultants of the company. 25% of the options will vest immediately and 25% every six months. On October 18, 2024, 1,156,250 options became exercisable.

As of March 31, 2025, the number of options exercisable was 4,934,500 (2024 – 6,357,000 options). The weighted average fair value of each option granted was $0.40 (2024 - $0.34).

(iii) Section 5.7 – Additional Disclosure for Reporting Issuers with Significant Equity Investees.

Not Applicable.

(c) Disclosure required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings and, as applicable, Form 52-109F1 Certification of Annual Filings – Full Certificate, Form 52-109F1R Certification of Refiled Annual Filings, or Form 52-109F1 AIF Certification of Annual Filings in Connection with Voluntarily Filed AIF.

Form 52-109F1 Certification of Annual Filings is filed on SEDAR.

AI assistant

Biomark Diagnostics Inc. Management Reports 2025

47245_rns_2025-07-28_2bb25ed6-a574-4374-9f6b-7bd7bc496c6f.pdf

About This Management's Discussion & Analysis

Cautionary Statement About Forward-Looking Statements

1.1 Date of Report: July 28, 2025

1.2 Overall Performance

Announcements and highlights during the year:

Risk Factors and Uncertainty

Geopolitical Tensions, Trade Protectionism, and Economic Headwinds

Commercialization and Revenue Generation

Clinical and Regulatory Risks

Competitive Landscape

Key Personnel

Financial Risks and Capital Requirements

Limited Working Capital

1.3 Selected Annual Information

1.4 Discussion of Operations

Other Ongoing Operational Objectives

1.5 Summary of Quarterly Results

1.6 Liquidity

1.7 Capital Resources

1.8 Off-Balance Sheet Arrangements

1.9 Transactions Between Related Parties

1.10 Fourth Quarter

1.11 Subsequent Events

1.12 Critical Accounting Estimates

1.13 Changes in Accounting Policies Including Initial Adoption

Impact of new accounting Standard but not yet adopted

1.14 Financial Instruments and Other Instruments

Financial Instruments

Other Instruments

Intangible Assets

1.15 Other MD&A Requirements

AI assistant

Biomark Diagnostics Inc. — Management Reports 2025

47245_rns_2025-07-28_2bb25ed6-a574-4374-9f6b-7bd7bc496c6f.pdf

About This Management's Discussion & Analysis

Cautionary Statement About Forward-Looking Statements

1.1 Date of Report: July 28, 2025

1.2 Overall Performance

Announcements and highlights during the year:

Risk Factors and Uncertainty

Geopolitical Tensions, Trade Protectionism, and Economic Headwinds

Commercialization and Revenue Generation

Clinical and Regulatory Risks

Competitive Landscape

Key Personnel

Financial Risks and Capital Requirements

Limited Working Capital

1.3 Selected Annual Information

1.4 Discussion of Operations

Other Ongoing Operational Objectives

1.5 Summary of Quarterly Results

1.6 Liquidity

1.7 Capital Resources

1.8 Off-Balance Sheet Arrangements

1.9 Transactions Between Related Parties

1.10 Fourth Quarter

1.11 Subsequent Events

1.12 Critical Accounting Estimates

1.13 Changes in Accounting Policies Including Initial Adoption

Impact of new accounting Standard but not yet adopted

1.14 Financial Instruments and Other Instruments

Financial Instruments

Other Instruments

Intangible Assets

1.15 Other MD&A Requirements

More from Biomark Diagnostics Inc.

Biomark Diagnostics Inc. Management Reports 2025