Celestial Acquisition Corp. — Audit Report / Information 2025

Dec 3, 2025

Celestial Acquisition Corp.
(A Capital Pool Company)

Financial Statements

For the years ended September 30, 2025 and 2024

(In Canadian Dollars)

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Independent Auditor's Report

MNP

To the Shareholders of Celestial Acquisition Corp.:

Opinion

We have audited the financial statements of Celestial Acquisition Corp. (the "Corporation"), which comprise the statements of financial position as at September 30, 2025 and September 30, 2024, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as at September 30, 2025 and September 30, 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audits of the 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 judgment, were of most significance in our audit of the financial statements of the current period. 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 Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

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

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

MNP LLP

1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894

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Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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 Canadian generally accepted auditing standards 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 financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation'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 Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the 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 auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

The engagement partner on the audit resulting in this independent auditor's report is Marufur Raza.

Toronto, Ontario
December 3, 2025

MNP LLP
Chartered Professional Accountants
Licensed Public Accountants

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9
1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca
MNP

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Celestial Acquisition Corp.

Statements of Financial Position

(in Canadian Dollars)

As at	September 30, 2025	September 30, 2024
Assets
Cash and cash equivalents	$ 472,874	$ 503,251
Total Assets	$ 472,874	$ 503,251
Liabilities
Payables and accrued liabilities	$ 14,707	$ 14,658
Shareholders’ Equity
Share capital (Note 3)	588,890	588,890
Contributed surplus (Note 4)	97,696	97,696
Accumulated deficit	(228,419)	(197,993)
Total shareholders’ equity	458,167	488,593
Total liabilities and shareholders’ equity	$ 472,874	$ 503,251

Approved by the Board
Jonathan Leong
Director (Signed)
Marek Lorenc
Director (Signed)

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

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Celestial Acquisition Corp.

Statements of Loss and Comprehensive Loss

(in Canadian Dollars)

For the years ended September 30,

	2025	2024
Revenue
Interest income	$ 12,040	$ 14,346
Expenses
Professional fees	20,238	25,560
Filing fees	13,514	18,623
General and administrative expenses	8,714	3,550
Share-based compensation (Note 4)	-	6,000
Net loss and comprehensive loss for the year	(30,426)	(39,387)
Net loss per share – basic and diluted	$ (0.00)	$ (0.00)
Weighted average shares outstanding - basic and diluted	9,250,000	9,250,000

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

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Celestial Acquisition Corp.

Statements of Changes in Cash Flows

(in Canadian Dollars)

For the years ended September 30,

	2025	2024
Cash provided by (used in)
Operating activities
Net loss for the year	$ (30,426)	$ (39,387)
Adjustments for non-cash items:
Share-based compensation	-	6,000
Changes in non-cash working capital item:
Payables and accrued liabilities	49	6,128
Cash used in operating activities	(30,377)	(27,259)
Net change in cash	(30,377)	(27,259)
Cash and cash equivalents, beginning of year	503,251	530,510
Cash and cash equivalents, end of year	$ 472,874	$ 503,251

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

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Celestial Acquisition Corp.

Statements of Changes in Shareholders' Equity

(in Canadian Dollars)

For the years ended September 30, 2025 and 2024

	Number of Shares	Share Capital	Contributed Surplus	Accumulated Deficit	Shareholders' Equity
Balance, September 30, 2023	9,250,000	$ 588,890	$ 91,696	$ (158,606)	$ 521,980
Share-based compensation	-	-	6,000	-	6,000
Net loss for the year	-	-	-	(39,387)	(39,387)
Balance, September 30, 2024	9,250,000	$ 588,890	$ 97,696	$ (197,993)	$ 488,593
Net loss for the year	-	-	-	(30,426)	(30,426)
Balance, September 30, 2025	9,250,000	$ 588,890	$ 97,696	$ (228,419)	$ 458,167

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

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Celestial Acquisition Corp. Notes to the Financial Statements For the Years Ended September 30, 2025 and 2024 (in Canadian Dollars)

1. INCORPORATION AND NATURE OF BUSINESS

Celestial Acquisition Corp. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on June 10, 2022 and is classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The head and registered office of the Corporation is located at 181 Bay Street, Suite 1800, Toronto, Ontario, Canada, M5J 2T9. The common shares in the capital of the Corporation (the "Common Shares") commenced trading on the Exchange under the trading symbol "CES.P" on December 22, 2022.

The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (as defined under the policies of the Exchange) (the "QT"). The Corporation has not commenced commercial operations and has no assets other than cash. Given the nature of the activities, no separate segmented information is reported. The Corporation's continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of assets or businesses which would constitute a QT, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholder approval.

On December 22, 2022, the Corporation completed its initial public offering ("IPO") of 5,000,000 Common Shares at a purchase price of $0.10 per share for aggregate gross proceeds of $500,000. Haywood Securities Inc. (the "Agent") acted as agent in connection with the IPO. For its services, the Agent received an administrative fee, a cash commission of $50,000 as well as options ("Agent's Options") to purchase up to 500,000 Common Shares at an exercise price of $0.10 per Common Share until the earlier of December 22, 2027 and the date that is 12 months from the completion of the QT. The value attributed to the 500,000 Agent's Options was $40,000.

The proceeds raised from the issuance of share capital, including the proceeds from the IPO, may only be used to identify and evaluate assets or businesses which would constitute a QT, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation.

On December 3, 2025 the Board of Directors approved these financial statements.

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Celestial Acquisition Corp. Notes to the Financial Statements For the Years Ended September 30, 2025 and 2024 (in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION

Statement of Compliance

The financial statements have been prepared in accordance with the IFRS® Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Basis of Presentation

The financial statements are presented in Canadian dollars, which is the Corporation's functional and presentation currency. The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss ("FVTPL"), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

Use of Estimates and Judgements

The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Information about significant areas of estimation uncertainty and judgment considered by management in preparing the financial statements includes:

Valuation of Share-based Payments:

When valuing stock options, estimates are required to be made by management when determining the inputs to the Black-Scholes option pricing model including the expected plan lives, underlying share price volatility and forfeiture rates. Volatility is estimated by considering peer companies historic share price volatility over similar periods to the expected life of the awards under consideration. Changes in these assumptions will impact the calculation of fair value and the amount of share-based compensation recognized in the statement of loss and comprehensive loss.

Income Taxes:

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Corporation reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Cash and cash equivalents

Cash consists of funds held in trust. Cash equivalents include short-term investments that are readily convertible to known amounts of cash and have an insignificant risk of change in value.

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Celestial Acquisition Corp.

Notes to the Financial Statements

For the Years Ended September 30, 2025 and 2024

(in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing the net loss applicable to common shares by the weighted average number of common shares outstanding for the relevant period.

Diluted loss per share is computed by dividing the net loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding if potentially dilutive instruments were converted.

Financial Instruments

Recognition

The Corporation recognizes financial assets and financial liabilities on the date the Corporation becomes a party to the contractual provisions of the instruments.

Classification

The Corporation classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss, and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition).

For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Corporation reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Corporation has implemented the following classifications:

Cash and cash equivalents are classified as an asset at fair value and any period change in fair value is recorded in profit or loss.

Accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method.

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Celestial Acquisition Corp. Notes to the Financial Statements For the Years Ended September 30, 2025 and 2024 (in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Cash and cash equivalents are a level 1 financial instrument measured at fair value on the statements of financial position.

Income Taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Corporation intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

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Celestial Acquisition Corp.

Notes to the Financial Statements

For the Years Ended September 30, 2025 and 2024

(in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Share-Based Payments

The Corporation follows the fair-value method for valuing stock options and other dilutive instruments granted to employees and directors. Under this method, the compensation cost is measured at the grant date using the Black-Scholes option pricing model and expensed over the vesting period of the instrument granted as share-based compensation expense with a corresponding increase to contributed surplus. The contributed surplus balance is reduced as stock options and other dilutive instruments are exercised with the amount previously recognized plus any consideration received credited to share capital.

3. SHARE CAPITAL

Authorized - Unlimited Common Shares

Issued	#	$
Balance, September 30, 2024 and 2025	9,250,000	588,890

Initial Public Offering

In connection with the IPO, the Corporation issued an aggregate of 5,000,000 Common Shares at a price of $0.10 per share for total gross proceeds to the Corporation of $500,000. As compensation to the Agent, the Corporation paid a cash commission of $50,000, a corporate finance fee and reimbursed the Agent for legal fees and other reasonable expenses. Cash issuance costs for the IPO totalled $83,610. The value attributed to the 500,000 Agent's Options issued as part of the IPO was $40,000.

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Celestial Acquisition Corp.

Notes to the Financial Statements

For the Years Ended September 30, 2025 and 2024

(in Canadian Dollars)

4. CONTRIBUTED SURPLUS

The directors of the Corporation approved a stock option plan pursuant to which the Corporation may grant directors, officers, employees and consultants of the Corporation non-transferable stock options ("Options"). The aggregate number of Common Shares issuable upon the exercise of all Options granted under the Plan shall not exceed $10\%$ of the issued and outstanding Common Shares. A summary of the Option activities is as follows:

	Number of Options	Weighted Average Exercise Price
Balance, September 30, 2023	870,000	$ 0.08
Granted	75,000	0.10
Expired	(20,000)	0.10
Balance, September 30, 2024 & 2025	925,000	$ 0.08

In December 2023, 20,000 options for a consultant expired unexercised due to an accelerated expiration provision.

In February 2024, the Corporation granted 75,000 options to a consultant of the Corporation at an exercise price of $0.10 per share for a period of five (5) years from the date of grant. The Options were valued at$ 6,000 under the Black-Scholes model with the following assumptions: share price of $0.10, life of five (5) years, risk free rate of 3.46%, volatility of 100%, and nil dividend yield. A summary of the Options outstanding and exercisable at September 30, 2025 is as follows:

Expiry date	Options Outstanding and Exercisable	Exercise Price
September 30, 2027	425,000	$ 0.05
December 22, 2027	425,000	0.10
February 7, 2029	75,000	0.10
	925,000	$ 0.08

The weighted average life of the outstanding Options is 2.21 years.

On December 22, 2022, the Corporation issued 500,000 Agent's Options to the Agents. Each Agent's Option is exercisable at a price of $0.10 per share until the earlier of December 22, 2027 and the date that is 12 months from the completion of the QT. The value attributed to the 500,000 Agent's Options issued as part of the IPO was$ 40,000, which was added to contributed surplus.

The Agent's Options were valued using the Black-Scholes pricing model with the following assumptions: share price of $0.10, estimated life of five (5) years, risk free interest rate of (3.05\%$ , volatility of $100\%$ , and nil forecasted dividend yields.

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Celestial Acquisition Corp.

Notes to the Financial Statements

For the Years Ended September 30, 2025 and 2024

(in Canadian Dollars)

5. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Corporation includes equity, comprised of share capital and accumulated deficit, in the definition of capital.

The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation.

Risk Disclosures and Fair Values

The Corporation's financial instruments carried at amortized cost, consists of accrued liabilities which approximate fair value due to the relatively short-term maturity of the instruments. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

6. RELATED PARTY TRANSACTIONS

During the year ended September 30, 2025, the Corporation incurred legal fees of $8,203 (2024 - $8,320) for services provided by a law firm whose partner is a director of the Corporation.

There was no other remuneration paid to key management personnel during the year ended September 30, 2025 (2024 – $nil).

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Celestial Acquisition Corp.

Notes to the Financial Statements

For the Years Ended September 30, 2025 and 2024

(in Canadian Dollars)

7. INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes of statutory rates of $26.5\%$ (2024 - 26.5%) and the Corporation's effective income tax expense is as follows:

	September 30, 2025	September 30, 2024
Net loss for the year	$ (30,426)	$ (39,387)
Expected income tax recovery	(8,063)	(10,438)
Share-based compensation	-	1,590
Share issuance costs booked directly to equity	-	-
Change in tax benefits not recognized	8,063	8,848
Income taxes recovery	$ -	$ -

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	September 30, 2025	September 30, 2024
Share issuance costs	$ 54,930	$ 79,652
Operating tax losses carried forward	239,403	184,256
	$ 294,333	$ 263,908

The Canadian operating tax loss carry forwards expire as noted in the table below. Share issuance costs will be fully amortized in 2028. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the company can utilize the benefits therefrom.

The Company's Canadian operating tax losses expire as follows:

2042 - $8,025; 2043 - $118,121; 2044 - $58,110; 2045 - $55,147 Total - $239,403