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Britannia Life Sciences Audit Report / Information 2025

Jul 30, 2025

45110_rns_2025-07-29_a142285c-2c0d-45ff-aad3-04a447a0b1c9.pdf

Audit Report / Information

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Consolidated Financial Statements
(Expressed in Canadian Dollars)

Britannia Life Sciences Inc.

March 31, 2025 and 2024


Responsibility for Consolidated Financial Statements

The Company's management is responsible for the integrity and fairness of presentation of these consolidated financial statements. The consolidated financial statements have been prepared by management, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, for approval by the Board of Directors.

Where necessary, management has made judgements and estimates in preparing the consolidated financial statements and such statements have been prepared within acceptable limits of materiality. Management maintains a system of internal accounting controls to ensure, on a reasonable and cost-effective basis, that the financial information is timely reported and is accurate and reliable in all material respects and that the Company's assets are appropriately accounted for and adequately safeguarded.

A firm of independent Chartered Professional Accountants, Zeifmans LLP, appointed by the shareholders, audited the consolidated financial statements in accordance with Canadian generally accepted auditing standards and provided an independent professional opinion on the consolidated financial statements.

/s/ Peter Shippen
Chief Executive Officer
July 28, 2025


Zeifmans

INDEPENDENT AUDITORS' REPORT

To the Shareholders of Britannia Life Sciences Inc.

Opinion

We have audited the consolidated financial statements of Britannia Life Sciences Inc. and its subsidiaries (together, the "Group"), which comprise the consolidated statements of financial position as at March 31, 2025 and 2024, and the consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at March 31, 2025 and 2024 and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").

Basis of Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards ("GAAS"). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audits of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements as at and for the year ended March 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion and Analysis ("MD&A") but does not include the consolidated financial statements and our auditors' report thereon.

Our opinion on the consolidated financial statements does not cover the MD&A and we do not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the MD&A, identified above and, in doing so, consider whether the MD&A is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits, or otherwise appears to be materially misstated.

We obtained the MD&A prior to the date of this auditors' report. If based on the work we have performed on this MD&A, we conclude that there is a material misstatement of this MD&A, we are required to report that fact in this auditors' report. We have nothing to report in this regard.

201 Bridgeland Avenue | Toronto Ontario | M6A 1Y7 | Canada

zeifmans.ca T: 416.256.4000

Zeifmans LLP is a member of Nexia International, a worldwide network of independent accounting and consulting firms.

A member of Nexia International


Zeifmans

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audits of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with GAAS, we exercise professional judgment and maintain professional skepticism throughout the audits. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audits in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Zeifmans

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audits resulting in this independent auditors' report is Laurence W. Zeifman, CPA, CA.

Zeifmans LLP

Toronto, Ontario
July 28, 2025

Chartered Professional Accountants
Licensed Public Accountants


Britannia Life Sciences Inc.

Consolidated Statements of Financial Position

As at March 31, 2025 and March 31, 2024

Expressed in Canadian Dollars

Note March 31 2025 March 31 2024
$ $
ASSETS
Current assets
Cash 7,848,756 1,322,584
Contingent consideration 6(a) 1,736,779 -
Accounts receivable 228,111 1,208,975
Option 18 87,355 -
Prepaid expenses 24,374 12,767
Inventory - 184,364
Total current assets 9,925,375 2,728,690
Non-Current assets
Property and equipment 4 142,959 721,278
Investment 6(b) 1,542,147 731,204
Goodwill 5 - 18,080,656
Total non-current assets 1,685,106 19,533,138
Total Assets 11,610,481 22,261,828
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities 18 3,451,791 3,000,157
Purchase commitment provision 6(a) - 5,274,407
Current portion of GLL loan payable 7 - 1,865,085
Other debt 11 99,608 103,451
Current portion of lease liability 8 72,338 111,721
Director's loan 9 29,335 147,034
Total current liabilities 3,653,072 10,501,855
Non-Current Liabilities
Lease liability 8 114,483 298,431
GLL loan payable 7 - 4,749,467
Convictible debenture 6(b) 1,542,147 -
Other debt 11 - 12,230
Deferred income taxes 10 - 29,317
Total non-current liabilities 1,656,630 5,089,445
Total Liabilities 5,309,702 15,591,300
Shareholders' Equity
Share capital 13 17,107,347 17,107,347
Contributed surplus 13 3,409,434 3,409,434
Non controlling interest - 4,232,707
Warrant reserve 13 49,514 -
Accumulated other comprehensive loss (976,373) (715,061)
Accumulated deficit (13,289,143) (17,363,899)
Total Shareholders' Equity 6,300,779 6,670,528
Total Liabilities and Shareholders' Equity 11,610,481 22,261,828

Subsequent events (Note 21)

Approved and authorized for issue on July 28, 2025 by the board of directors and signed on its behalf by:

Peter Shippen
Director
Greg Taylor
Director

The accompanying notes are an integral part of these consolidated financial statements.


Britannia Life Sciences Inc.

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

For the Years Ended March 31, 2025 and March 31, 2024

Expressed in Canadian Dollars, except per share amounts

Note 2025 2024
$ $
Continuing Operations
Product sales and other income 15 369,279 516,831
Cost of sales 341,951 379,114
Gross Margin 27,328 137,717
Expenses
Selling, general and administration 16 2,242,908 1,459,644
Finance 7, 8 34,365 49,372
Share based compensation 9 - 226,502
2,277,273 1,735,518
Loss from operations (2,249,945) (1,597,801)
Other Income (Expense)
Change in fair value of contingent receivable 6(a) 124,526 -
Share of net loss of Britannia Mining Solutions Inc. ("BMS") 6(b) (2,087,110) (959,163)
Gain on dilution in BMS 6(b) 231,531 465,811
Accretion expense 7 (71,802) (49,072)
Loss on early repayment of convertible debenture 12 (39,171) -
Fair value adjustment on option 19 (66,345) -
Change in fair value of warrant liability - 2,043
Change in fair value of put option liability - 1,449,326
Purchase commitment provision 6(a) - (5,274,407)
Goodwill impairment - CosLab 6(c) - (39,704)
Foreign currency translation loss (402,292) (113,196)
(2,310,663) (4,518,362)
Loss before income tax (4,560,608) (6,116,163)
Current income tax expense 10 - -
Deferred income tax recovery 10 - -
Total income tax - -
Net loss from continuing operations (4,560,608) (6,116,163)
Discontinued operations
Net income from discontinued operations 6(a) 12,067,378 1,717,679
Net income (loss) 7,506,770 (4,398,484)
Other comprehensive income
Currency translation differences from continuing operations 113,859 122,752
Share of other comprehensive income of BMS 40,462 32,529
154,321 155,281
Currency translation differences from discontinued operations 719,101 380,714
873,421 535,995
Comprehensive income (loss) for the period 8,380,192 (3,862,490)
Net income (loss) attributable to:
Non-controlling interest 113,975 369,324
Equity shareholders of the Company 7,392,795 (4,767,808)
7,506,770 (4,398,484)
Other comprehensive income attributable to:
Non-controlling interest 201,348 93,954
Equity shareholders of the Company 672,073 442,041
873,421 535,995
Basic and diluted weighted average shares outstanding 162,254,339 162,254,339
Basic and diluted loss per share continued operations (0.03) (0.03)
Basic and diluted earnings per share discontinued operations 0.07 0.01

The accompanying notes are an integral part of these consolidated financial statements.


Britannia Life Sciences Inc.

Consolidated Statements of Changes in Shareholders' Equity

For the Years Ended March 31, 2025 and 2024

Expressed in Canadian Dollars

Number of common shares Share capital Contributed surplus Warrant reserve Option reserve Accumulated deficit Accumulated Other Comprehensive Income (loss) Equity (Deficiency) Attributable to Shareholders of the Company Non-controlling interest Total
$ $ $ $ $ $ $ $ $
Balance at March 31, 2023 162,254,339 17,107,347 157,101 1,270,742 1,587,522 (11,942,346) (1,157,102) 7,023,263 4,038,674 11,061,938
Options issued - - - - 226,502 - - 226,502 - 226,502
Options expired - - 1,814,024 - (1,814,024) - - - - -
Warrants expired - - 1,270,742 (1,270,742) - - - - - -
Acquisition of CosLab - - 167,567 - - - - 167,567 - 167,567
Acquisition of non-controlling interest - - - - - (653,745) - (653,745) (269,245) (922,990)
Net income (loss) for the year - - - - - (4,767,808) - (4,767,808) 369,324 (4,398,484)
Other comprehensive income for the year - - - - - - 442,041 442,041 93,954 535,995
Balance at March 31, 2024 162,254,339 17,107,347 # 3,409,434 - - (17,363,899) (715,061) 2,437,821 4,232,707 6,670,528
Warrants issued - - - 49,514 - - - 49,514 - 49,514
Options reserve - - - - - - - - - -
Warrants issued - - - - - - - - - -
Acquisition of non-controlling interest - - - - - (3,318,039) (933,385) (4,251,424) - (4,251,424)
Sale of non-controlling interest - - - - - - - - (4,548,030) (4,548,030)
Net income for the year - - - - - 7,392,795 - 7,392,795 113,975 7,506,770
Other comprehensive income for the period - - - - - - 672,073 672,073 201,348 873,421
Balance at March 31, 2025 162,254,339 17,107,347 3,409,434 49,514 - (13,289,143) (976,373) 6,300,779 - 6,300,779

The accompanying notes are an integral part of these consolidated financial statements.


Britannia Life Sciences Inc.

Consolidated Statements of Cash Flows

For the Years Ended March 31, 2025 and March 31, 2024

Expressed in Canadian Dollars

Note 2025 2024
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (4,560,608) (6,116,163)
Adjustments for items not involving cash
Depreciation and amortization 4, 5 60,174 57,475
Share-based payments 9 - 226,502
Interest on lease liability 8 34,365 41,376
Foreign currency translation gain (158,871) (43,649)
Change in fair value of contingent receivable 6(a) (124,526) -
Fair value adjustment on option 66,345 -
Accretion expense 71,802 1,964
Gain on dilution in BMS 6(b) (231,531) (465,811)
Share of net loss of BMS 6(b) 2,087,110 959,164
Elimination of associate's management fee 6(b) 85,163 77,781
Change in fair value of put liability 6(a) - (1,449,326)
Purchase commitment provision 6(a) - 5,274,407
Change in fair value of warrant liability - (2,043)
Loss on early repayment of convertible debenture 12 39,171 -
(2,631,406) (1,438,323)
Changes in non-cash working capital item
Accounts receivable (94,580) 171,422
Accounts payable and accrued liabilities 992,488 299,069
Inventory 184,364 72,530
Prepaid expenses (11,607) 10,674
Total changes in non cash working capital items 1,070,666 553,695
Cash flows used in operating activities from continuing operations (1,560,740) (884,628)
Cash flows used in operating activities from discontinued operations (1,058,866) 2,976,284
NET CASH FLOWS FROM OPERATING ACTIVITIES (2,619,606) 2,091,656
CASH FLOWS FROM INVESTING ACTIVITIES
2025 Debentures 6(b) (1,250,000) -
November Debentures Payable 6(b) 958,575 -
Investment in 2024 Debentures 6(b) (760,000) -
Acquisition of non-controlling interest of ADSL 6(a) - (938,735)
Acquisition of CosLab 6(c) - (164,478)
Cash flows provided by investing activities from continuing operations (1,051,425) (1,103,213)
Cash flows provided by investing activities from discontinued operations 12,326,366 (337,474)
NET CASH FLOWS FROM INVESTING ACTIVITIES 11,274,941 (1,440,687)
CASH FLOWS FROM FINANCING ACTIVITIES
Lease payments 8 (90,953) (86,450)
Funds received from director 10 - 27,034
Payments on federal capital debt 11 (23,000) -
July Debentures Payable 12 722,000 -
July Debentures Payable 12 (988,206) -
Cash flows provided by financing activities from continuing operations (380,159) (59,416)
Cash flows provided by financing activities from discontinued operations (1,791,614) (1,912,945)
NET CASH FLOWS FROM FINANCING ACTIVITIES (2,171,773) (1,972,361)
Effect of exchange rate changes on cash and cash equivalents 42,610 45,702
NET INCREASE (DECREASE) IN CASH FOR THE YEAR 6,526,172 (1,275,689)
Cash beginning of the year 1,322,584 2,598,273
CASH, END OF THE YEAR 7,848,756 1,322,584

The accompanying notes are an integral part of these consolidated financial statements.


Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

  1. Nature and Continuance of Operations

Britannia Life Sciences Inc. ("BLS" or the "Company") (together with its subsidiaries, the "Group") is a company domiciled and incorporated in Canada under the laws of the Province of Ontario. The address of BLS's registered office is 120 Adelaide Street West, Suite 2400, Toronto, Ontario M5H 1T1. BLS's common shares are listed for trading on the Canadian Securities Exchange (CSE: BLAB). The Company provides product testing, safety assessment and manufacturing services to the cosmetic and consumer packaged goods industries in the United Kingdom and globally.

  1. Basis of Preparation

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and the interpretations of the IFRS Interpretations Committee ("IFRIC").

The accounting policies adopted in the preparation of the consolidated financial statements are based on IFRS, which have been applied consistently to all periods presented. These consolidated financial statements were approved and authorized for issuance by the Board of Directors on July 28, 2025.

(b) Basis of consolidation

The consolidated financial statements comprise the financial statements of BLS, its wholly owned subsidiaries Britannia Bud Canada Holdings Inc. ("BBCH"), Britannia Bud Company Limited ("BBCL"), Jamaica-Blu Ltd., Rise Research Inc., Scout Assessment Corp., Rise Life Science (Colorado), LLC, Brand Max, Inc. (doing business as Cultivate Kind) ("Brand Max"), Life Bloom Organics, LLC ("Life Bloom") and Cosmetic Labs Limited ("CosLab"). BBCL and CosLab operate in the United Kingdom and have a functional currency of UK pounds sterling. Life Bloom, Brand Max, and Rise Life Science (Colorado), LLC are domiciled in the United States of America and have a functional currency of US dollars.

The Company's subsidiaries are as follows:

Entity Jurisdiction of Incorporation Ownership
BBCH Ontario, Canada 100%
BBCL United Kingdom 100%
Jamaica-Blu Ltd. Ontario, Canada 100%
Rise Research Inc. British Columbia, Canada 100%
Scout Assessment Corp. Ontario, Canada 100%
Rise Life Science (Colorado), LLC Colorado, United States 100%
Brand Max California, United States 100%
Life Bloom Delaware, United States 100%
ADSL United Kingdom 72%
CosLab United Kingdom 100%

Note: ADSL deconsolidated post sale in 2025

All intercompany transactions and balances between and among BLS and its subsidiaries have been eliminated on consolidation. Where necessary, adjustments are made to assets, liabilities, and results of subsidiaries and associates to bring their accounting policies into line with those used by the Company.

Subsidiaries are entities controlled by BLS. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. BLS controls an entity if it has power to direct the activities of the entity that significantly affects its returns ("the relevant activities"), has exposure or rights to variable returns from its involvement with the entity and has the ability to use its power to affect those returns.

Changes in BLS's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of BLS's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.


Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

Net income (loss) and each component of other comprehensive income ("OCI") are attributed to the equity holders of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between BLS and its subsidiaries are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

(c) Basis of measurement

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair value.

(d) Functional and presentation currency

The consolidated financial statements are presented in Canadian dollars, which is the Company's functional currency and the overall presentation currency. The Group's U.K. operations have a functional currency of UK pounds sterling. The Group's US operations have a functional currency of USD. All financial information presented has been rounded to the nearest dollar except where indicated otherwise.

(e) Use of significant estimates and judgements

The preparation of these consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

These consolidated financial statements have been prepared on a going concern basis in accordance with IFRS. The going concern basis of presentation assumes that the Group will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Different bases of measurement may be appropriate if the Group is not expected to continue operations for the foreseeable future. Management carefully manages its cash flows and, as necessary, will undertake efforts to raise additional capital. These consolidated statements do not reflect the adjustments or reclassifications of assets and liabilities which would be necessary if the Group were unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in the normal course of business operations and at amounts different from those in the accompany consolidated financial statements.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The determination of fair values to the net identifiable assets acquired in business acquisitions often require management to make assumptions or estimates about future events. Changes in any of the assumptions or estimates used in determining fair value of acquired assets and liabilities could impact the amount assigned to assets, liabilities and goodwill in the purchase price allocation.

Goodwill is tested for impairment annually or more frequently if there is an indication of impairment. The assessment of fair values includes estimates and assumptions, discount rates, future operating performance and capital requirements. These estimates and assumptions are based on industry and historical practices as well as future expectations. Changes to these estimates or assumptions could impact the impairment analysis of goodwill.

The Company recognizes an onerous contract liability for a contract where the unavoidable costs of meeting the contractual obligations exceed the economic benefits to be received under the contract. Unavoidable costs are the lower of the costs fulfilling the contract and any compensation or penalties from the failure to fulfill the contract. The Company records a provision equal to the total unavoidable costs, net of the expected benefits, and the result liability is presented on the consolidated statements of financial position.

Information about key assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year are included in the following notes to the consolidated financial statements:

  • 8 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

  • The measurement and period of use of intangible assets including patents and trademarks.
  • The measurement and period of use of property and equipment
  • The assumptions used to value the right-of-use asset and associated lease obligation upon the adoption of the lease standard under IFRS 16, Leases.
  • The assumptions used to determine the incremental borrowing rate.
  • The assumptions used to fair value the debt component, the conversion feature and associated warrants on initial recognition.
  • The assumptions used to value options and warrants issued.
  • The assessment of a cash-generating unit to which goodwill is allocated.
  • The assumptions used to estimate the carrying value of goodwill and intangible assets.

3. Material Accounting Policy Information

a. Foreign currency translation

Transactions in foreign currencies that are not hedged are translated to the respective functional currencies of the Company's subsidiaries at the exchange rate in effect on the date of the transaction. The monetary assets and liabilities denominated in currencies other than the functional currency of a subsidiary are translated at the exchange rates prevailing at the statement of financial position date and translation gains and losses are included in the consolidated statement of income (loss) and comprehensive income (loss). Non-monetary items denominated in foreign currencies other than the functional currency are translated at historical rates.

The assets and liabilities of foreign operations, whose functional currency is not the Canadian dollar, are translated into Canadian dollars at the exchange rates in effect at the statement of financial position date. Revenue and expenses that are not hedged are translated at the exchange rate in effect on the date of the transaction. Differences arising from the exchange rate changes are included in other comprehensive income in the cumulative translation account.

b. Financial instruments

Financial assets

Non-derivative financial assets are classified as "financial assets at fair value" either through fair value through other comprehensive income (FVOCI) or through fair value through profit and loss (FVTPL), and "financial assets at amortized cost" as appropriate. The Company determines the classification of its financial assets at initial recognition based on the Company's business model and contractual terms of cash flows.

All financial assets are recognized initially at fair value plus, in the case of instruments not at FVTPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Where the fair values of financial assets recorded in the consolidated statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgement is required to establish fair values.

Business model assessment

The Company makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

  • The stated policies and objectives for the portfolio and the operation of those policies in practice. In particular, whether management's strategy focuses on earning contractual interest revenue, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of the liabilities that are funding those assets or realizing cash flows through the sale of the assets;
  • How the performance of the portfolio is evaluated and reported to the Company's management;
  • The risks that affect the performance of the business model (and the financial assets held within that business model and how those risks are managed;

  • 9 -


Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

  • How managers of the business are compensated e.g., whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
  • The frequency, volume and timing of sales in prior periods, the reasons for such sales and its expectation about future sales activity. However, information about sales activity is not considered in isolation, but as part of an overall assessment of the Company's stated objective for managing the financial asset is achieved and how cash flows are realized.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purpose of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of the contractual cash flows such that it would not meet this condition. In making the

assessment, the Company considers:

  • contingent events that would change the amount and timing of cash flows;
  • leverage features;
  • prepayment and extension terms;
  • terms that limit the Company's claim to cash flows from specified assets (e.g. non-recourse asset arrangements); and
  • features that modify consideration of the time value of money – e.g. periodical rest of interest rates

Reclassifications

The Company would reclassify a financial asset when the Company changes its business model for managing the financial asset. All reclassifications are recorded at fair value at the date of the reclassification, which becomes the new carrying value.

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Financial assets at FVTPL

Financial assets measured at FVTPL include financial assets held-for-trading and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVTPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in finance expense in the consolidated statements of income (loss) and comprehensive income (loss).

Cash and options are measured at FVTPL.

Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost: (i) assets held for the collection of contractual cash flows; and (ii) contractual cash flows that consist solely of principal and interest payments on the principal amount outstanding.

Accounts receivable, contingent receivable are measured at amortized cost.

Financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI.

After initial measurement, instruments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the consolidated statements of net income (loss) and comprehensive income (loss). When the instrument is sold, the cumulative gain or loss remains in accumulated other comprehensive income and is not reclassified to profit or loss. The Group does not hold any assets classified as FVOCI.

  • 10 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

De-recognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company transfers substantially all the risks and rewards of ownership of the asset.

Impairment

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortized costs and debt financial assets carried at FVOCI are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

  • Significant financial difficulty of the borrower or issuer;
  • A breach of contract such as a default of past due event;
  • The restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;
  • It is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or
  • The disappearance of an active market for a security because of financial difficulties.

A loan that has been renegotiated due to a deterioration in the borrower's condition is usually considered to be credit-impaired unless there is evidence that the risk of not receiving contractual cash flows has reduced significantly and there are no other indicators of impairment.

Recognition of allowance of expected credit losses ("ECL") in the consolidated statement of financial position

The Company recognizes a loss allowance for ECL on trade receivables that are measured at amortized cost. The Company has applied the simplified approach for trade receivables and recognizes the lifetime ECL for these assets. The ECL on trade receivables is estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the customers, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial assets measured at amortized cost or FVOCI, the Group recognizes lifetime ECL only when there has been a significant increase in credit risk since initial recognition. If the credit risk on such financial instruments has not increased significantly since initial recognition, the Group measures the loss allowance on those financial instruments at an amount equal to 12-months ECL.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial asset. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial asset that are possible within 12 months after the reporting date. In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Company compares the risk of default occurring on the financial asset at the reporting date with the risk of default occurring at the initial recognition. The Company considers both quantitative and qualitative factors that are supportable, including historical experience and forward-looking information that is available without undue cost or effort.

Irrespective of the above assessment, the Company presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 60 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise. Despite the foregoing, the Company presumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the reporting date.

The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

Definition of default

For internal credit risk management purposes, the Group considers a financial asset not recoverable if the customer balance owing is 180 days past due and information obtained from the customer and other external factors indicate that the customer is unlikely to pay its creditors in full.

  • 11 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

Write-off

Financial assets are written off (either partially or in full) when there is no realistic prospect of recovery. This is generally the case when the Company determines that the counterparty does not have assets or sources of income that could general sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.

Financial liabilities

Non-derivative financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVTPL. The Group's financial liabilities include accounts payable and accrued liabilities, interest payable, Director's loan, lease liability, GLL loan and other debt, which are each measured at amortized cost and warrant liability and put option liability which were each measured at FVTPL.

All financial liabilities are recognized initially at fair value and in the case of loans and borrowings, net of directly attributable transaction costs.

Financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance expense in the consolidated statements of net income (loss) and comprehensive income (loss).

Accounts payable and accrued liabilities, GLL loan payable, director's loan, lease liabilities, purchase commitment provision and other debt are measured at amortized cost.

De-recognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gains or losses reported in finance expense in the consolidated statements of net income (loss) and comprehensive income (loss).

Derivative financial instruments

The Group has issued liability-classified derivatives over its own equity and has a put liability on the non-controlling interest of a subsidiary. Embedded derivative is separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.

Derivatives and separable embedded derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives and separable embedded derivatives are measured at fair value, and all changes in their fair value are recognized immediately in profit or loss.

c. Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Group. Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares, common share purchase warrants, and options are classified as equity instruments.

Incremental costs directly attributable to the issue of common voting shares are recognized as a deduction from equity, net of any tax effects.

d. Share-based compensation

Under the Company's stock option plan, all stock options granted have graded vesting periods and are exercisable up to a maximum of 5 years form the date of grant. Each tranche of an award with graded vesting periods is considered a separate grant at each grant date for the calculation of fair value, and the resulting fair value is amortized over the vesting period of the respective tranches. The fair value of the options granted is measured using the Black-Scholes option pricing model

  • 12 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

taking into account the terms and conditions upon which the options were granted, the estimated volatility, estimated risk free rate and estimated forfeitures.

If a grant of the share-based payments is cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied), the Company accounts for the cancellation or settlement as an acceleration of vesting and recognizes immediately the amount that otherwise would have been recognized for services over the remainder of the vesting period.

The amount recognized for goods or services received during the vesting period are based on the best available estimate of the number of equity instruments anticipated to vest. The Company revises that estimate, if necessary, if subsequent information indicates that the number of share options anticipated to vest differs from previous estimates. On vesting date, the Company revises the estimate to equal the number of equity instrument that ultimately vested. After vesting date, the Company makes no subsequent adjustment to total equity for goods or services received if the share options are later forfeited or they expire at the end of the share option's life.

If a grant of the share based payment is modified during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied) and the fair value of the new instruments is higher than the fair value of the original instrument, the incremental fair value granted is included in the measurement of the amount recognized for services received over the period from modification date until the date when the modified equity instruments vests, in addition to the amount based on the grant date fair value of the original equity instruments, which is recognized over the remainder of the original vesting period of the original instrument.

Upon expiration of options, the amount applicable to expired options is moved to contributed surplus.

e. Warrants

The Company follows the relative fair value method with respect to the measurement of common shares and warrants issued as units. The proceeds from the issuance of units are allocated between share capital and warrants. The warrant component is recorded in equity reserve. Unit proceeds are allocated to common shares and warrants using the Black-Scholes option pricing model and the share price at the time of financing. If and when the warrants are exercised, consideration paid by the warrant holder, together with the amount previously recognized in warrant reserve, is recorded as an increase to share capital. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of warrants that vest. When stock options or warrants are cancelled, they are treated as if they have vested on the date of collation and any cost not yet recognized in profit or loss is immediately expensed. Upon expiration of warrants, the amount applicable to expired warrants is moved to contributed surplus.

f. Warrant liability

Where the Company issues common share purchase warrants that are denominated in US dollars, while convertible in Canadian dollars, as the exercise price for these common share purchase warrants is denominated in US dollars, their exercise would represent a variable number of common shares. As a result, such common share purchase warrants do not meet the fixed-for-fixed criteria under IFRS to be classified as equity and are treated as a financial liability under IFRS.

Incremental costs directly attributable to the exercise of these warrants and related issue of common voting shares were recognized as a deduction from equity, net of any tax effects. The Company followed the relative fair value method with respect to the measurement of convertible notes and warrants issued as units. The proceeds from the issuance of units were allocated between convertible notes and warrants. Unit proceeds were allocated to warrants using the Black-Scholes model and the share price at the time of financing. If and when the warrants are exercised, consideration paid by the warrant holder, together with the amount previously recognized in warrant reserve, would be recorded as an increase to share capital. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of warrants that vest. When warrants are cancelled, they are treated as if they have vested on the date of collation and any cost not yet recognized in net income (loss) is immediately expensed. Upon expiration of warrants, the amount applicable to these expired warrants would be recognized in Net income (loss).

g. Revenue recognition

Revenue is recognized at an amount that reflects the expected consideration receivable in exchange for transferring goods or services to a customer by applying the following five steps:

  • 13 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

  1. identify the contract with a customer;
  2. identify the performance obligations in the contract;
  3. determine the transaction price;
  4. allocate the transaction price to the performance obligations in the contract; and
  5. recognize revenue when (or as) the Group satisfies a performance obligation.

Revenue excludes sales taxes and other amounts that are collected on behalf of third parties and is recorded when control of a product or service is transferred to a customer.

For laboratory testing other compliance reports, an assessment is made at the execution of each contract to determine whether: i) the performance obligations are satisfied over time, or ii) the performance obligations are satisfied at a point in time. Revenue is only recognized to the extent of recoverable expenses when the outcome of the contract cannot be estimated reliably. Performance obligations not satisfied over time are satisfied at a point in time, which generally occurs when service reports are completed and available to the customer. When performance obligations are satisfied at a point in time, revenue is recognized when all of the recognition criteria are met. For laboratory manufacturing services, revenue is recognized once the service is complete and the product is ready for delivery to a customer.

Management fee revenue is recorded evenly over the term of the service provided.

h. Cash and cash equivalents

Cash and cash equivalents consist of cash on deposit held in reputable Canadian and UK financial institutions and highly liquid short-term interest-bearing variable rate investments with an original maturity of three months or less, or which are readily convertible into a known amount of cash with no significant changes. As at March 31, 2024 and 2023 there were no cash equivalents.

i. Embedded derivative

The Group has convertible note payables whereby balances can be converted into equity. Embedded derivatives are separated from the host contract and accounted for separately if certain criteria are met. Derivatives are initially measured at fair value; any directly attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value and changes therein are recognized in net income (loss) and comprehensive income (loss).

j. Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party, or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. All related party transactions are disclosed in the consolidated financial statements at their fair value.

k. Government assistance

Government grants, consisting of grants, subsidies and investment tax credits, are recorded as a reduction of the related expense or cost of the asset acquired. Government grants are recognized when there is reasonable assurance that the Group has met or will meet the requirements of the approved grant program and there is reasonable assurance that the grant will be received.

Grants that compensate the Group for expenses incurred are recognized in profit or loss in reduction thereof on a systematic basis in the same years in which the expenses are recognized. Grants that compensate the Group for the cost of an asset are recognized in profit or loss on a systematic basis over the useful life of the asset. Government grants in the form of forgivable or low interest loans are recognized in income as the difference between the amount received and the present value of anticipated future payments under the loan.

l. Business combinations and related goodwill

A business combination is a transaction or event in which an acquirer obtains control of one or more businesses and is accounted for using the acquisition method. The total consideration paid for the acquisition is the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. The acquisition date is the date where the Company obtains control of the acquiree. The identifiable assets acquired and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where IFRS provides exceptions to recording the amounts at fair value. Restructuring, transaction

  • 14 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

costs other than those associated with the issue of debt or equity securities, and other direct costs of a business combination are not considered part of the business acquisition transaction and are expensed as incurred. The Company measures goodwill as the fair value for the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. If this consideration is lower than the fair value of the net assets of the business acquired, the difference is recognized immediately in the consolidated statement of income (loss) and comprehensive income (loss) as a gain from a bargain purchase.

Non-controlling interest in the acquiree, if any, is recognized either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets, determined on an acquisition-by-acquisition basis. For each acquisition, the excess of total consideration, the fair value of previously held equity interest prior to obtaining control and the non-controlling interest in the acquiree, over the fair value of the identifiable net asset acquired, is recorded as goodwill.

The determination of fair values to the net identifiable assets acquired in business combinations or asset acquisitions often require management to make assumptions or estimates about future events. Changes in any of the assumptions or estimates used in determining fair value of acquired assets and liabilities could impact the amount assigned to assets, liabilities, and goodwill in the purchase price allocation. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. The measurement period is the period from the acquisition date to the date complete information about facts and circumstances that existed as of the acquisition date is received. However, the measurement period does not exceed one year from the acquisition date.

Acquisitions that do not meet the definition of a business combination are accounted for as an asset acquisition. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortized but tested for impairment at least annually and upon occurrence of an indication of impairment. The impairment testing process is described in the appropriate section of these accounting policies.

m. Investments in associates

Associates are entities over which the Company exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but without control or joint control over those policies. The Company accounts for its in-substance equity investments in associates, including Britannia Mining Solutions Inc.

("BMS"), using the equity method of accounting (Note 6). Investments in associates, such as convertible debentures, that do not meet the criteria of in-substance equity instruments are accounted for in accordance with the nature of the instrument.

Under the equity method, the investment in an associate is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Company's share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment separately.

The consolidated statement of income (loss) and comprehensive income (loss) reflects the Company's share of the results of operations of its associates. Any other comprehensive income ("OCI") of those investees is presented as part of the Company's OCI. In addition, when there has been a change recognized directly in the equity of the associate, the Company recognizes its share of any changes, when applicable, in the statement of changes in equity. Unrealized gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate. The aggregate of the Company's share of profit or loss of an associate is shown on the face of the consolidated statement of income (loss) and comprehensive income (loss) and represents profit or loss after tax and non-controlling interests in the subsidiaries of the associate.

After application of the equity method, the Company determines whether it is necessary to recognize any impairment losses on its investments in its associates. At each reporting date, the Company determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the investment in the associate and its carrying value, and then recognizes the loss in the consolidated statement of income (loss) and comprehensive income (loss).

Upon loss of significant influence over an associate, the Company measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss.

  • 15 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

n. Property and equipment

Recognition and measurement

Items of equipment are measured at cost less accumulated amortization and accumulated impairment losses. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. The costs of the day-to-day servicing of property and equipment are recognized in the consolidated statement of income (loss) and comprehensive income (loss) in the period in which they are incurred.

Depreciation

Depreciation is recognized when the asset is determined to be ready for use, over the estimated useful lives of each part of an item of property and equipment in a manner which most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows:

Asset Basis
Fixtures and Fittings 25% reducing balance.
Computer equipment 25% reducing balance.
Right-of-use asset Straight-line over the lease term

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the consolidated statements of income (loss) and comprehensive income (loss) in the year the asset is derecognized.

The assets' residual values, useful lives and methods of depreciation are reviewed at each financial year-end and adjusted prospectively if appropriate.

Subsequent expenditures

Subsequent expenditures are recognized as part of an existing asset's carrying value or as a separate asset, as appropriate, when it is probable that future economic benefits embodied in the specific asset to which they relate will flow to the Group and the cost of the items can be measured reliably. All other expenditures are recognized in profit or loss as incurred.

o. Intangible assets

The Company's intangible assets are comprised of a website and product management system that are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Amortization is recorded at 25% per annum of the reducing balance.

Subsequent expenditures

Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred.

p. Impairment of long-lived assets

The carrying amounts of long-lived assets, including property and equipment and intangible assets, are reviewed for impairment at each statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its recoverable amount. If any such indication exists, then the asset's recoverable amount is estimated. Where the carrying value of an asset exceeds its recoverable amount, which is higher of the value in use and fair value less costs to sell, the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separate cash inflows that are largely independent of the cash inflows from other assets. Intangible assets that have indefinite lives and intangible assets not yet put into use are evaluated for impairment at least annually. Write-downs as a result of impairment are recognized in the consolidated statements of income (loss) and comprehensive income (loss).

  • 16 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

An impairment exists when the carrying amount of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell or its value in use. The fair value less costs to sell calculation is based on available data from observable market prices, less incremental costs. The value in use calculation is based on a discounted cash flow model. These calculations require the use of estimates and forecasts of future cash flows. Qualitative factors, including market size and market growth trends, strength of customer demand and degree of variability in cash flows, as well as other factors, are considered when making assumptions about future cash flows and the appropriate discount rate. A change in any of the significant assumptions or estimates used to evaluate the underlying assets could result in a material change to the carrying amount of the asset and/or its recoverable amount.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed, to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of amortization, if no impairment had been recognized. Writedowns as a result of impairment are recognized in the consolidated statements of income (loss) and comprehensive income (loss).

The Company's impairment tests for goodwill and intangible assets are based on the greater of value in use calculations that use a discounted cash flow model and estimated fair value less cost to sell. The value-in-use calculations employ the following key assumptions: future cash flows, growth projections including economic risk assumptions and estimates of achieving key operating metrics. The cash flows are derived from the Company's budget for the future and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset base of the cash-generating unit ("CGU") being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. The estimated fair value less cost to sell is based on the amount obtainable from the sale of the asset in an arm's length transaction between knowledgeable and willing parties, less cost of disposal.

Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which the goodwill relates. The Company defines its CGUs based on the way it internally monitors and derives economic benefits from the acquired goodwill. Impairment losses for a CGU is first allocated to reduce goodwill. An impairment loss in respect of goodwill is not reversed in future periods.

q. Leases

The Company and its subsidiaries assess whether a contract is or contains a lease based on the definition of a lease, as explained below.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company uses the definition of a lease in IFRS 16.

As lessee, the Company may lease assets from time to time including property and/or equipment and recognizes right-of-use ("ROU") assets and lease liabilities.

The Company recognizes a ROU asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the ROU asset reflects that the Company will exercise a purchase option. In that case the ROU asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of asset leased.

  • 17 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

Lease payments included in the measurement of the lease liability comprise fixed payments, including in- substance fixed payments; variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; amounts expected to be payable under a residual value guarantee; and the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is re-measured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero.

r. Finance income and finance costs

Finance costs comprise interest expense on borrowings which are recognized in profit or loss using the effective interest method.

s. Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income (loss).

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized, or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable income will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Scientific research and experimental development tax credits, which are earned as a result of incurring qualifying research and development expenditures, are recorded as a reduction of the related expense or cost of the asset acquired when there is reasonable assurance that they will be realized.

t. Earnings (loss) per share

The Company presents basic earnings (loss) per share ("EPS") data for its common voting shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held. The diluted earnings (loss) per share reflects potential dilution of common share equivalents, such as outstanding warrants and convertible debentures.

  • 18 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

u. New standards and interpretations adopted

IAS 1 Presentation of Financial Statements ("IAS 1") – Classification of Liabilities as Current or Non-Current

In January 2020, the IASB issued amendments to IAS 1. The amendments aim to promote consistency in applying the requirement by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. Adoption of these amendments had no significant effect on the Company's consolidated financial statements.

Amendments to IAS 1 and IFRS Practice Statement 2

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policies disclosures that are more useful by replacing the requirement for entities to disclose "significant" accounting policies with a requirement to disclose their "material" accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting disclosures. The amendments to IAS 1 are applicable for annual periods beginning on or after January 1, 2023. Since the amendments to IFRS Practice Statement 2 provide non-mandatory guidance on the application of definition of material to accounting policy information, an effect date for these amendments is not necessary. The amendments had no material effect on the Company's consolidated financial statements.

IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") – Definition of Accounting Estimates

In February 2021, the IASB issued amendments to IAS 8, in which it introduces a new definition of "accounting estimates". The amendments are designed to clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. The amended standard explains how entities use measurement techniques and inputs to develop accounting estimates and states that these can include estimation and valuation techniques. The amendments become effective for annual reporting periods beginning on or after January 1, 2023. Adoption of these amendments had no significant effect on the Company's consolidated financial statements.

IAS 12, Income Taxes ("IAS 12") – Deferred Tax related to Assets and Liabilities Arising from a Single Transaction

In May 2021, the IASB issued amendments to IAS 12. The amendments narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal taxable and deductible temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. Adoption of these amendments had no significant effect on the Company's consolidated financial statements.

All other IFRSs and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the Company's consolidated financial statements.

  • 19 -

Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

  1. Property and Equipment
Fixtures & Fittings Computer Equipment Right-of-Use Asset Total
$ $ $ $
Cost
Balance, March 31, 2023 591,743 35,578 204,918 832,239
Additions 124,065 10,806 320,333 455,204
Effect of foreign exchange 13,727 825 55,042 69,594
Balance, March 31, 2024 729,535 47,209 580,293 1,357,037
Additions 12,536 5,034 - 17,570
Disposals (767,563) (53,892) (266,644) (1,088,099)
Effect of foreign exchange 25,492 1,649 33,956 61,097
Balance, March 31, 2025 - - 347,605 347,605
Accumulated Depreciation
Balance, March 31, 2023 257,785 14,488 107,584 379,857
Depreciation 115,630 8,045 106,113 229,788
Effect of foreign exchange 5,898 309 19,907 26,114
Balance, March 31, 2024 379,313 22,842 233,604 635,759
Depreciation 93,401 7,539 98,936 199,876
Disposals (486,289) (31,179) (143,155) (660,623)
Effect of foreign exchange 13,575 798 15,261 29,634
Balance, March 31, 2025 - - 204,646 204,646
Net book value, March 31, 2024 350,222 24,367 346,689 721,278
Net book value, March 31, 2025 - - 142,959 142,959
  1. Goodwill and Intangible Assets
Website Goodwill Total
$ $ $
Cost
Balance, March 31, 2023 305,758 17,378,875 17,684,633
Additions 162,899 39,704 202,603
Impairment of goodwill - (39,704) (39,704)
Effect of foreign exchange 7,093 403,146 410,239
Balance, March 31, 2024 475,750 17,782,021 18,257,771
Additions 265,577 - 265,577
Disposals (755,629) (18,403,363) (19,158,992)
Effect of foreign exchange 14,302 621,342 635,644
Balance, March 31, 2025 - - -
Accumulated Amortization
Balance March 31, 2023 77,345 3,019
Amortization 98,595 - 98,595
Effect of foreign exchange 1,175 - 1,175
Balance, March 31, 2024 177,115 - 177,115
Amortization 143,365 - 143,365
Disposals (323,877) - (323,877)
Effect of foreign exchange 3,397 - 3,397
Balance, March 31, 2025 - - -
Net book value, March 31, 2024 298,635 17,782,021 18,080,656
Net book value, March 31, 2025 - - -
  • 20 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

  1. Business Developments

a) Advanced Development & Safety Laboratories Ltd.

Mark Richard Bowes-Cavanagh, Claire Suzanne Bowes-Cavanagh, Jonathan Bird Sumner and Robert Sumner (the "ADSL Sellers") and BBCH entered into a share purchase agreement dated March 10, 2020, wherein BBCH acquired 60% of the issued share capital of ADSL (the "Initial ADSL Acquisition"). Completion payments in relation to the Initial ADSL Acquisition were made on February 9, 2021 (the "Initial ADSL Completion Date"). The Initial ADSL Acquisition consideration included a cash payment of $5,278,445 (GBP 3,008,819), a loan payable to the ADSL Sellers of $7,819,478 (GBP 4,456,813), and a loan payable to ADSL of $6,551,624 (GBP 3,734,183).

Pursuant to the terms of the ADSL Acquisition, on the first three anniversaries of the Initial ADSL Completion Date, BBCH had the right to acquire from the Sellers up to an additional 40% of the share capital of ADSL for additional consideration. In circumstances where on expiry of the third anniversary of the Initial ADSL Completion Date BBCH has not acquired all the ADSL shares, the ADSL Sellers have the right to require BBCH to purchase all of the ADSL shares it does not yet own (the "ADSL Put Liability"). The total consideration payable for the additional shares (the "ADSL Put Shares") upon exercise of the ADSL Put Liability and the closing of the Company's acquisition of the ADSL Put Shares would be equal to the total equity value of the ADSL Put Shares, which would be based upon the applicable percentage acquired by BBCH of the total enterprise value for ADSL.

At the close of the Initial ADSL Acquisition, the value of the ADSL Put Liability was determined to be $2,464,315 (GBP 1,404,568), representing the difference between the market price and the contract value of the ADSL Put Liability, discounted at a rate of 0.23% per annum and assuming the transaction would take place on February 9, 2024. As at March 31, 2022, the fair value of the ADSL Put Liability was remeasured to $4,495,033 (GBP 2,738,035).

On April 7, 2022, BBCH acquired an additional 10% of the outstanding issued share capital of ADSL (the "Second ADSL Acquisition"). A cash payment of GBP 1,813,358 was paid as consideration for the Second ADSL Acquisition (CAD: $2,982,066).

The ADSL Put Liability was reduced accordingly and an adjustment was made to non-controlling interest to reflect the change in ownership after the Second ADSL Acquisition and on March 31, 2023.

On November 22, 2023, BBCH acquired an additional 2% of the outstanding issued share capital of ADSL (the "Third ADSL Acquisition"). A cash payment of GBP 545,023 was paid as consideration for the Third ADSL Acquisition (CAD: $938,735).

The ADSL Put Liability was reduced accordingly and an adjustment was made to non-controlling interest to reflect the change in ownership post transaction.

$
Cash payment to minority shareholders 938,735
Reduction in ADSL Put Liability (15,745)
Reduction in non-controlling interest (269,245)
Equity adjustment 653,745

On February 9, 2024, as BBCH had not yet acquired the remaining ADSL shares, the put option right became enforceable. On March 18, 2024, the ADSL Sellers informed BBCH of their intention to exercise their put right. BBCH has consequently reduced the ADSL Put Liability on the statement of financial position to nil, generating a gain on fair value of the ADSL Put Liability for the year ended March 31, 2024, of $1,403,966. The Group determined that a purchase commitment in the amount of £6,038,017 (CAD: $10,333,463) existed at March 31, 2024.

Further, the Group recognized a liability in relation to the obligation to acquire the remaining ADSL shares. The Group determined that the contract price exceeded the fair value at March 31, 2024 of the shares to be purchased. The purchase commitment provision was presented on the consolidated statement of financial position at March 31, 2024 in the amount of $5,274,407 (GBP: 3,081,925).

  • 21 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

ADSL Sale Transaction

On January 9, 2025 BBCH acquired the remaining 28% of ADSL's share capital (the "Final ADSL Acquisition"). A cash payment of $14,258,160 (GBP 8,050,000) was paid as consideration. The transaction was accounted for as an equity transaction as control over ADSL had already been established. No gain or loss was recognized in comprehensive income (loss) as a result of the transaction. The difference between the consideration transferred and the carrying amount of the non-controlling interest derecognized was recorded directly in equity.

Immediately prior to the Final ADSL Acquisition, the Group remeasured the previously recognized purchase commitment provision associated with the obligation to acquire the remaining 28% interest. The remeasured amount of $5,458,706 was used to derecognize the liability, and the difference between this amount and the actual consideration paid was recorded as a reduction to equity.

Immediately following the Final ADSL acquisition, ADSL paid a dividend in the amount of $15,216,278 (GBP: 8,590,914) to BBCH which was used to settle in part the existing intercompany balances between the Company and ADSL.

$
Cash consideration paid 14,258,160
Less: Carrying amount of purchase commitment provision (5,458,706)
Non-controlling interest derecognized (4,548,030)
Total impact on equity 4,251,424

Immediately following the Final ADSL Acquisition, BBCH entered into a share purchase agreement with Cos Bidco Limited (the "Buyer") to sell 100% of its interest in ADSL for a base consideration of $31,018,756 (GBP 18,700,000). The sale represented a separate major operating subsidiary in the United Kingdom and was a strategic decision by the Group to focus on capital investments designed to generate immediate and recurring cash flow for the benefit of its shareholders in a manner consistent with the Company's commitment to support diversified and innovative opportunities in high-potential areas.

As part of the sale agreement, BBCH is also entitled to an earnout based on the performance of ADSL in the period from the sale to March 31, 2025, and from January 1 to December 31, 2025. Management has assessed the likelihood of receiving any earnout payment at March 31, 2025, to be remote and has therefore not accrued any March 2025 consideration. However, a contingent receivable has been recognized at fair value based on the estimated probability-weighted expected EBITDA for the period from January 1 to December 31, 2025. Part of the proceeds of disposition were used to repay the GLL loan payable (See Note 7).

The consideration accrual also includes a contingent receivable related to certain withholdings of proceeds by the Buyer related to a previous tax liability at ADSL. This receivable has been present-valued at the date of sale and at March 31, 2025 to reflect its fair value, with differences recorded through net loss.

As a result of the sale, the Group derecognized net assets as follows:

$
Total tangible assets derecognized 2,630,913
Intangible assets derecognized 431,753
Goodwill derecognized 18,403,363
Total liabilities derecognized (6,274,485)
Net assets derecognized 15,191,544
Reclassification of AOCI to equity (933,385)
  • 22 -

Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

The gain on the sale of ADSL for the year ended March 31, 2025 is as follows:

$
Consideration received 26,207,397
Contingent consideration receivable 1,612,252
Transaction costs (1,205,975)
Net assets derecognized (15,191,544)
Gain on sale 11,422,130

The contingent receivable has been accounted for at its estimated present value at the date of the ADSL sale and at March 31, 2025. The contingent receivable can be summarized as follows:

$
Contingent consideration earnout 1,220,394
Contingent consideration for previous ADSL taxes 391,859
Contingent receivable at sale date 1,612,252
Gain on adjustment to fair value 124,526
Contingent receivable at March 31, 2025 1,736,778

The income from discontinued operations during the years ended March 31, 2025 and March 31, 2024 is as follows:

2025 2024
$ $
Product sales and other income 5,176,549 7,052,366
Cost of Sales 1,721,787 2,336,975
Gross margin 3,454,762 4,715,392
Selling, general and administration 1,783,353 1,879,704
Finance 668,834 1,064,888
Income from discontinued operations 1,002,575 1,770,800
Accretion expense (191,231) (120,476)
Gain on sale of subsidiary 11,422,130 -
Income before tax 12,233,474 1,650,324
Total income tax 166,097 (67,355)
Net income from discontinued operations 12,067,378 1,717,679
Currency translation differences from discontinued operations 719,101 150,141
Net income (loss) attributable to discontinued operations:
Non-controlling interest 113,975 369,324
Equity Shareholders of the Company 293,078 983,602
Other comprehensive income attributable to discontinued:
Non-controlling interest 201,348 93,954
Equity Shareholders of the Company 517,752 274,115
  • 23 -

Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

The cash flows from discontinued operations for the years ending March 31, 2025 and March 31, 2024 are as follows:

2025 2024
$ $
Cash provided by (used in) operating activities (1,058,866) 2,976,284
Cash provided by investing activities 12,326,366 (337,474)
Cash used in financing activities (1,791,614) (1,912,945)
9,475,886 725,866

b) Britannia Mining Solutions Inc.

As at March 31, 2025 the Group owns 35.5% of the outstanding share capital of BMS including its investment in the 2025 Debentures (as defined below) which it intends to convert to BMS common shares. On a fully diluted basis the Group owns 34.1% of the outstanding share capital of BMS at March 31, 2025. This investment in BMS combined with the Chief Executive Officer of the Company being both the Chief Executive Officer and sole director of BMS result in the Group being in a position to exercise significant influence on BMS. Accordingly, the Group equity accounts its investment in BMS.

In addition, the Group owns the 2024 Debentures (as defined below) that it expects to issue to the holders of the Debentures Payable (as defined below). Accordingly, the 2024 Debentures are classified separately below and carried at FVTPL as are the Debentures Payable.

During the year ended March 31, 2025, BMS issued 18,500 BMS common shares at $10.00 per share, 104,932 BMS common shares at $12.75 per share and 12,905 BMS common shares as compensation.

The continuity of the investment in BMS is as follows:

2024 Debentures Equity Total
$ $ $
Balance as at March 31, 2023 - 1,269,809 1,269,809
Gain on dilution on BMS equity issuances - 465,811 465,811
Elimination of associate's management fee - (77,782) (77,782)
Share of other comprehensive income of BMS - 32,529 32,529
Share of net loss of BMS - (959,163) (959,163)
Balance as at March 31, 2024 - 731,204 731,204
Gain on dilution on BMS equity issuances - 231,531 231,531
Investment in the 2024 Debentures 958,575 - 958,575
Investment in the 2025 Debentures 1,250,000 1,250,000
Elimination of associate's management fee - (85,163) (85,163)
Share of other comprehensive loss of BMS - (40,462) (40,462)
Share of net loss of BMS - (2,087,110) (2,087,110)
Change in fair value 576,796 - 576,796
Accrued interest 6,776 - 6,776
Balance as at March 31, 2025 1,542,147 - 1,542,147

As of March 31, 2025, the Group's equity investment in BMS was fully written down to zero, as the share of cumulative losses exceeded the carrying amount of the investment. The Group has discontinued recognizing further losses, as it has no obligation to provide further financial support to BMS.

  • 24 -

Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

2024 Debentures

On November 22, 2024 the Group acquired 75,200 units of a convertible debenture issued by BMS (the "2024 Debentures"), at a total purchase price of $958,575. The debentures bear interest at a rate of 2% per annum, payable annually, and mature two years from the closing date, unless earlier converted in accordance with their terms. Each debenture is convertible, at the holder's option, into 100 common shares of BMS, representing a conversion price of $12.75 per share at any time prior to maturity. The 2024 Debentures may also be automatically converted by BMS upon the occurrence of certain triggering events, including but not limited to a go-public transaction. The 2024 Debentures are classified as financial assets at FVTPL. The conversion feature has been determined using a Black-Scholes valuation model. The key assumptions included: Share price: $17.50, Expected volatility: 100%, Risk-free rate: 2.63%, Expected life: two years, Dividend yield: 0%. The conversion feature is remeasured at fair value at each reporting period, with changes in fair value recognized in the statement of income (loss) and comprehensive income (loss).

2025 Debentures

On January 25, 2025 the Group acquired 1,000 unsecured convertible debentures (the "2025 Debentures") of BMS at a price of $1,250 per debenture, due on January 26, 2027 (the "Maturity Date"). Each 2025 Debenture is comprised of $1,250 principal amount of debentures convertible into common shares of BMS. The 2025 Debentures bear interest at a rate of 2% per annum calculated and paid annually. The 2025 Debentures may also be automatically converted by BMS upon the occurrence of a liquidity event (such as a reverse takeover and listing on a stock exchange). At the sole option of BMS, following the occurrence of a liquidity event, any accrued and unpaid interest is to be paid in cash or in common shares. Such interest is to be calculated and paid on: (i) the one-year anniversary of the closing date; (ii) the Maturity Date; and (iii) if applicable, within 30 days of the occurrence of a liquidity event. The intention of BLS is that the 2025 Debentures will be converted to shares in BMS prior to their Maturity date. They have therefore been accounted for initially at cost as part of the Group's equity investment in BMS.

November Debentures Payable

On November 22, 2024, the Company issued 75,200 unsecured convertible debentures (the "November Debentures Payable") for total gross proceeds of $958,575. The November Debentures Payable bear interest at a rate of 2% per annum, payable annually, and mature two years on November 22, 2026, unless earlier converted in accordance with their terms. Each November Debenture Payable is convertible, at the holder's option, into 100 common shares of BMS, representing a conversion price of $12.75 per share at any time prior to maturity. The November Debentures Payable may also be automatically converted by BMS upon the occurrence of certain triggering events, including but not limited to a go-public transaction by BMS. The November Debentures Payable are classified as financial liabilities at FVTPL. In accordance with IFRS 9, this classification reduces the measurement inconsistency resulting from the purchase of the 2024 Debentures.

The fair value of the conversion feature was determined using a Black-Scholes valuation model. The key assumptions included: Share price: $17.50, Expected volatility: 100%, Risk-free rate: 2.63%, Expected life: two years, Dividend yield: 0%. The conversion feature is remeasured at fair value at each reporting period, with changes in fair value recognized in the statement of income (loss) and comprehensive income (loss).

$
At issuance
Proceeds 958,575
Fair value of conversion feature 751,529
Adjustment to fair value of November Debentures Payable (174,733)
Loss on fair value of November Debentures Payable (576,795)
Interest expense 6,776
Balance March 31, 2025 1,542,147

c) Cosmetics Lab Limited

On June 6, 2023 the Company acquired a 51% interest in CosLab, a Southern England-based manufacturer of cosmetic products. A cash payment of GBP 100,000 was paid as consideration for the shares (CAD: $168,750).

The acquisition has been accounted for using the acquisition method with the results of the operations of CosLab being included in the consolidated financial statements from the date of acquisition.


Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

Pursuant to the terms of the CosLab acquisition, the minority shareholder of CosLab had the right to require the Company to purchase the shares of CosLab it does not yet own (the "CosLab Put Liability"). The total consideration payable for the additional shares (the "CosLab Put Shares") upon exercise of the CosLab Put Liability and the closing of the Company's acquisition of the CosLab Put Shares would be equal to the total equity value of the CosLab Put Shares, which would be based upon the applicable percentage acquired by the Company of the total enterprise value for CosLab.

The fair value of the CosLab Put Liability at the close of the CosLab acquisition was determined to be $45,360 (GBP 26,880), representing the difference between the market price and the contract value of the CosLab Put Liability, discounted at a rate of 4.53% per annum and assuming the transaction would take place on June 1, 2025.

The following table summarizes the purchase price of the acquisition, the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date:

$
Fair value recognized on acquisition
Assets acquired
Cash and cash equivalents 4,272
Accounts receivable 261,845
Inventory 171,323
Property and equipment 402,479
839,919
Liabilities assumed
Accounts payable and accrued liabilities (497,945)
(497,945)
Net identifiable assets at fair value 341,974
Non-controlling interest measured at fair value (51%) 174,406
CosLab Put Liability (45,360)
Goodwill 39,704
Total consideration 168,750

On February 20 2024, the Company acquired the remaining 49% interest in CosLab from the minority shareholder for GBP £1. The CosLab Put Liability was remeasured to nil, generating a gain on the change in the fair value of the CosLab Put Liability for the year ended March 31, 2024 of $45,360 (GBP 26,880).

At March 31, 2024 the Group performed its annual impairment test of goodwill and determined that the interest in CosLab was impaired. An impairment charge was recorded in the year ended March 31, 2024.

7. GLL Loan Payable

On April 7, 2022, the Company completed a debt financing arrangement with Growth Lending 2021 Limited ("GLL") that was used to repay the ADSL Sellers' loan in full and acquire an additional 10% of ADSL's share capital (see Note 6(a)). The total loan principal value was $8,222,500 (GBP 5,000,000) with a termination date of April 6, 2027. The Company incurred loan-related fees of $281,158 and a non-cash fee of $38,500. The net proceeds of the loan were accreted to the amount payable on maturity over the term. As security the Company pledged the share capital it held in ADSL. Interest was payable monthly in advance at the higher of 9.5% per annum and 8.5% per annum plus the SONIA (Sterling Over Night Indexed Average). Principal repayments began in April 2023 with equal monthly instalments of principal and interest. The GLL loan payable was settled in full on completion of the ADSL sale transaction (see Note 6(a)).


Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

8. Lease Liability

$
Balance as at March 31, 2023 133,856
Additions 370,339
Lease payments (171,148)
Lease interest 62,164
Effect of foreign exchange 14,941
Balance as at March 31, 2024 410,152
Disposals (147,800)
Lease payments (153,242)
Lease interest 54,864
Effect of foreign exchange 22,847
Balance as at March 31, 2025 186,821
Current 72,338
Non-current 114,483
Balance as at March 31, 2025 186,821

9. Related Party Transactions and Balances

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The directors, Chief Executive Officer, President, Chief Technical Officer and Chief Financial Officer are key management personnel.

2025 2024
$ $
Share based compensation (Note 13) - 226,502
Salaries, fees and short term benefits 1,431,708 665,432
1,431,708 891,934

As at March 31, 2025, accounts payable and accrued liabilities included accrued executive and director salaries, fees and short-term benefits of $1,240,446 (March 31 2024 - $608,973).

Director's loan

During the year ended March 31, 2022 a director extended a loan of $120,000 to the Company to cover expenses related to working capital and growth needs of the Group. The loan is without interest, unsecured and is repayable on demand. During the year ended March 31, 2025, the director loan was settled in its entirety via the issuance of convertible debentures (See Note 12)

During the year ended March 31, 2024, a Company director extended a loan of $27,034 (GBP 15,796) to CosLab to cover expenses related to its working capital and growth needs. The loan is without interest, unsecured and is repayable on demand and remains outstanding at March 31, 2025.

  • 27 -

Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

10. Income Taxes

The reconciliation of the 2025 combined Canadian federal and provincial statutory income tax rate of 26.5% (2024 – 26.5%) to the effective tax rate is as follows:

2025 2024
Loss for the year before income taxes $ (4,560,608) $ (6,116,163)
Expected income tax expense (recovery) (1,208,561) (1,620,784)
Change in fair value of put liability - (380,669)
Change in fair value of warrant liability - (541)
Share-based payments 10,380 60,023
Accretion on convertible debt 17,365 520
Other non-deductible expenses 5,097 4,579
Share of loss of BMS 553,084 254,231
Gain on dilution of BMS (61,356) (123,440)
Goodwill impairment - 7,544
Purchase commitment provision - 1,397,718
Research and development differences - -
Effect of change in statutory rates - -
Difference between statutory rates 104,296 72,163
Change in tax benefits not recognized 579,425 328,656
Income tax expense (recovery) $ - $ -

The significant components of the Company's temporary differences, unused tax credits and unused tax losses that are recognized in the consolidated statement of financial position are as follows:

March 31, 2025 March 31, 2024
Non-capital loss carryforwards $ 1,789,381 $ 1,253,661
Option 17,587 -
Capital assets, net of lease liability 8,333 (17,785)
1,815,301 1,235,876
Valuation allowance (1,815,301) (1,235,876)
Deferred tax liability, net $ - $ -

Loss carryforwards

The non-capital losses, stated in Canadian dollars, expire as follows:

Year of expiry $
2040 347,623
2041 607,343
2042 2,584,711
2043 324,620
2044 173,108
2045 481,440
4,518,845

Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

The non-capital losses for the United Kingdom entities are carried forward indefinitely and are stated in Canadian dollars as follows:

Year of expiry $
2040 112,947
2041 98,170
2042 303,555
2043 380,241
2044 959,622
2045 1,241,975
3,096,510

11. Other Debt

The continuity of other debt for the years ending March 31 2025 and March 31, 2024 is as follows:

Note Payable (a) CEBA Loan Federal Capital (b) Total
$ $ $ $
As at March 31, 2023 86,337 38,036 - 124,373
Acquisition of CosLab - - 29,344 29,344
Accretion expense - 1,964 - 1,964
Repayment - (40,000) - (40,000)
Balance, March 31, 2024 86,337 - 29,344 115,681
Accretion expense - - 5,253 5,253
Repayment - - (23,000) (23,000)
Effect of foreign exchange - - 1,674 1,674
Balance, March 31, 2025 86,377 - 13,271 99,608
Current 86,377 - 13,271 99,608
Non-current - - - -
Balance, March 31, 2025 86,377 - 13,271 99,608

(a) Note payable

On July 31, 2016, a private lender subscribed to a secured convertible note issued by RISE in the amount of $50,000, bearing interest at 8% per annum and maturing on July 31, 2017. The note was convertible at $0.20 per common share until July 31, 2017. Total interest payable at March 31, 2025 is $36,337 (March 31, 2024: $36,337). As of March 31, 2025, the note and accrued interest are still outstanding.

(b) Federal Capital loan

On October 19, 2023, CosLab obtained a $29,344 (GBP 20,000) loan from Federal Capital. The loan bears interest at 29.6% and is payable in equal instalments over a twenty-four-month period. The Company made $23,000 (GBP: 12,960) in payments related to the Federal Capital loan in the year ended March 31, 2025.

  • 29 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

12. Financing

July Debentures Payable

During the year ended March 31, 2025, the Group raised an aggregate of $932,000 through the issuance of 932 debentures units (each a "July Debenture Unit"). Each July Debenture Unit consisted of a $1,000 principal amount of 10% unsecured debentures of the Company and 16,666 common share purchase warrants ("Warrants"). Each Warrant is exercisable to acquire one common share of the Group at a price of CAD $0.06 until July 22, 2026. The financing was completed on July 22, 2024.

The July Debenture Units bear interest at 10% per annum with interest payable annually one year from the closing date (the "Initial Maturity Date"). At the Group's option, the maturity of the July Debenture Units could be extended for one year beyond the initial maturity date (the "Extended Maturity Date") with the interest rate of the July Debenture Units for the period starting the day beyond the Initial Maturity Date until the Extended Maturity Date increasing to 12% per annum.

For accounting purposes the fair value of the debenture component at the time of issue was calculated as the discounted cash flows assuming an effective rate of 13.1%, which was the estimated rate for a similar debenture. The fair value of the warrants was determined at the time of issue as the difference between the face value of the July Debenture Units and the fair value of the liability component.

The July Debenture Units were repaid in full by the Group on February 11, 2025. The continuity of the debenture is as follows:

$
Issuance of July Debenture Units 932,000
Warrant portion of July Debenture Units (49,514)
Debenture at issuance 882,486
Accretion expense up to repayment date 66,549
Loss on early repayment 39,171
Repayment (988,206)
Balance, March 31, 2025 -

13. Share Capital

Authorized

The Company has an unlimited number of authorized voting common shares (the "Common Shares").

Issued

The outstanding share capital is as follows:

Shares Amount Share issuance costs Total
# $ $ $
As at March 31, 2024 and 2025 162,254,339 17,121,061 (13,714) 17,107,347

There are nil common shares are held in escrow at March 31, 2025 (March 31, 2024: 18,734,158).

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Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

Warrants

The continuity of the outstanding equity warrants is as follows:

Number of Warrants Weighted average exercise price
$
As at March 31, 2024 - -
Granted on debenture issuance (see Note 12) 15,532,712 0.06
As at March 31, 2025 15,532,712 0.05
Exercisable as at March 31, 2025 15,532,712 0.06

Options

The Company has a stock option plan to be used to grant stock options to directors, management, employees, management company employees and consultants as a form of compensation. The number of common shares reserved for issuance of stock options is limited to a maximum of 10% of the issued and outstanding shares of the Company at any one time. There are no options outstanding at March 31, 2025. The Company recognize nil in share-based payments related to the issuance of stock options for the year ended March 31, 2025 (March 31, 2024 - $226,502).

14. Capital Disclosures

The Company's objectives when managing capital are to ensure its ability to continue as a going concern in order to pursue investments and opportunities which contribute to the success of the Company while providing shareholder returns. The company attempts to maximize returns to shareholders by also minimizing shareholder dilution and, when possible utilizing non-dilutive funding arrangements.

The Company includes equity comprised of share capital, contributed surplus, warrant reserve, options reserve and accumulated deficit in its definition of capital. The Company has financed it operations and capital requirements primarily through the issuance of shares and secured and convertible notes since inception.

The Company manages its capital structure and adjusts it in light of economic conditions and risk characteristics of its underlying assets. The Company may issue new shares or raise debt. The Company is not subject to any externally imposed capital requirements.

15. Revenue

The Group generates its revenue from the sale to businesses of services related to the manufacture and packaging of products in the cosmetics goods industries as well as product formulation and laboratory testing of such goods. Management fees are charged by the Group to its subsidiaries where management services are provided. In the following table, revenue for the years ended March 31, 2025 and 2024 is aggregated by the most relevant channels:

2025 2024
$ $
Laboratory testing 99.850 144,311
Safety and other compliance - -
Manufacturing and packaging 114,592 182,751
Management fees 154,838 189,769
369,279 516,831
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Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

16. Selling, General and Administrative Expense

Included in selling, general, and administrative expense for the years ended March 31, 2025 and 2024 are the following:

2025 2024
$ $
Pay, consulting and benefits 1,300,027 549,359
Office and general 264,895 660,259
Professional fees expense 426,629 189,020
Amortization and depreciation 60,174 57,475
Inventory write down 191,183 -
Travel and other - 4,531
2,242,908 1,459,644

17. Contingencies

From time to time the Group may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, the Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flow.

18. Financial Instruments and Risk Management

The Company has classified its financial instruments as follows:

March 31, 2025 March 31, 2024
$ $
FVTPL assets, measured at fair value:
Cash 7,848,756 1,322,584
Contingent receivable 1,736,779 -
Option asset 87,355 -
FVTPL liabilities, measured at fair value:
Convertible debenture 1,542,147 -
Financial assets, measured at amortized cost:
Accounts receivable 228,111 1,208,975
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities 3,451,791 3,000,157
GLL loan payable - 6,614,552
Purchase commitment provision - 5,247,407
Director’s loan 29,335 147,034
Lease liability 186,821 410,152
Other debt 99,608 115,681

The carrying value of the Company's financial instruments approximate their fair value.


Britannia Life Sciences Inc.

Notes to the Consolidated Financial Statements

March 31, 2025 and 2024

(Expressed in Canadian Dollars, except per share amounts)

Fair values of financial assets and financial liabilities

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. Fair value estimates are made at the statement of financial position date, based on relevant market information and other information about financial instruments.

The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

Level 1 Level 2 Level 3 Total
Financial assets
Cash 7,848,756 - - 7,848,756
Contingent receivable 1,736,779 - - 1,736,779
Option - 87,355 - 87,355
March 31, 2025 $ 9,585,535 $ 87,355 $ - $ 9,672,890
Level 1 Level 2 Level 3 Total
--- --- --- --- ---
Financial assets
Cash 1,322,584 - - 1,322,584
March 31, 2024 $ 1,322,584 $ - $ - $ 1,322,584

As at March 31 2025, the Company held foreign currency options to purchase Canadian Dollars (CAD) using British Pounds Sterling (GBP). These instruments are held for trading purposes and are classified as financial assets at fair value through profit or loss (FVTPL) in accordance with IFRS 9 – Financial Instruments. The Company uses foreign currency options to take trading positions based on anticipated movements in exchange rates between GBP and CAD. These positions are not designated in hedge relationships and are entered into to generate trading gains. The Corporation's foreign currency option contracts are not traded in active markets. All of the Company's options are short term as they mature on April 1, 2025. At March 31, 2025 the Group had an option to purchase CAD by selling GBP 1,000,000 at a strike price of 1.835, an option to purchase CAD by selling GBP 2,000,000 at a strike price of 1.84 and an option to purchase CAD by selling GBP 1,000,000 at a strike price of 1.83.

There were no transfers between level levels 1 and 2 for recurring fair value measurements for the year ended March 31, 2024. Further there was no transfer out of level 3 measurements.

The Company's activities expose it to a variety of financial risks including foreign currency risk, interest rate risk, credit risk, and liquidity risk. These financial instrument risks are actively managed by the Company's management under the policies approved by board of directors. The principal financial risks are managed by the Company's finance department who work hand in hand with the Board and other key management personnel.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is mainly exposed to credit risk from credit sales and manages this risk by endeavoring only to deal with customers which are demonstrably creditworthy and through the continuous monitoring of financial exposure by customers.

Credit risk arises from cash and deposits with banks as well as credit exposure to outstanding receivables, the carrying amounts represent the Company's maximum exposure to credit risk.

  • 33 -

Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

The Company does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity risk by forecasting its cash needs on a regular basis and seeking additional financing from operations and other sources including debt and equity markets as required.

The following table summarizes the maturities of the Company's non-derivative financial liabilities and contingent financial liabilities as at March 31, 2025 and 2024 based on undiscounted contractual cash flows:

< 1 year 2 - 3 years 4 - 5 years Total
Accounts payable and accrued liabilities $ 3,451,791 $ - $ - $ 3,451,791
Lease liability 97,033 75,212 - 172,245
Convertible debenture - 996,918 - 996,918
Director's loan 29,335 - - 29,335
Other debt 99,608 - - 99,608
March 31, 2025 $ 3,677,767 $ 1,072,130 $ - $ 4,749,897
< 1 year 2 - 3 years 4 - 5 years Total
--- --- --- --- ---
Accounts payable and accrued liabilities $ 3,029,482 $ - $ - $ 3,029,482
Lease liability 168,623 266,304 115,412 550,339
GLL loan 1,993,213 4,717,961 - 6,711,174
Director's loan 147,034 - - 147,034
Other debt 103,451 12,230 - 115,681
Purchase commitment (Note 6(a)) 10,333,463 - - 10,333,463
March 31, 2024 $ 15,775,266 $ 4,996,495 $ 115,412 $ 20,887,173

Currency risk

The Group is exposed to currency risk to the extent that monetary operational expenses are denominated in US dollar and UK Pounds sterling while the functional currency of Canadian dollar is used for reporting. The Group enters into option contracts to mitigate some of the risk of fluctuations in the exchange rate of its holding of UK pounds sterling. Changes in the fair value of the contracts and the corresponding gains or losses are recorded quarterly and are included in the fair value adjustment on option contracts in the consolidated statement of comprehensive income and loss. The Group's strategy is to reduce the risk of fluctuations associated with foreign exchange rate changes. The option contracts are held to maturity and are either exercised at for a net profit or loss or expire at no obligation to the Group.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group is not exposed to significant interest rate risk.

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Britannia Life Sciences Inc.
Notes to the Consolidated Financial Statements
March 31, 2025 and 2024
(Expressed in Canadian Dollars, except per share amounts)

19. Subsequent Events

Purchase of BMS common shares

In April 2025 the Company purchased an additional 14,286 common shares of BMS for $250,005.

Purchase of debenture

On July 2, 2025 the Company subscribed for a $5,000,000 subordinated secured debenture of Cash Today Inc. bearing interest at 25% per annum, payable monthly, and maturing July 1, 2027.

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