Compass Venture Inc. — Audit Report / Information 2025

Oct 28, 2025

COMPASS VENTURE INC.
AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

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E

manning elliott

17th floor, 1030 West Georgia St., Vancouver, BC, Canada V6E 2Y3

Tel: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Directors of Compass Venture Inc.

Opinion

We have audited the financial statements of Compass Venture Inc. (the "Company") which comprise:

• the statements of financial position as at July 31, 2025 and 2024;
• the statements of loss and comprehensive loss for the years then ended;
• the statements of changes in shareholders' equity for the years then ended;
• the statements of cash flows for the years then ended; and
• the notes to the financial statements, including material accounting policy information and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2025 and 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 Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the accompanying financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 for the year ended July 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises the Company's Management Discussion and Analysis to be filed with the relevant Canadian securities commissions.

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 audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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.

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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 Company'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 Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors' 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 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 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 Company'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 Company'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 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 Company 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 audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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 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 audit resulting in this independent auditors' report is Artem Valeev.

Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, British Columbia
October 28, 2025

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COMPASS VENTURE INC.
STATEMENTS OF FINANCIAL POSITION
AS AT JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

ASSETS	2025	2024
	$	$
CURRENT ASSETS
Cash	148,030	280,451
Tax recoverable	337	396
Prepaid expense	2,785	2,785
	151,152	283,632
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	2,139	12,964
Deposit (Notes 5 & 9)	1,605	50,000
	3,744	62,964
SHAREHOLDERS' EQUITY
Share capital (Note 3)	704,351	704,351
Reserves	103,323	103,323
Deficit	(660,266)	(587,006)
	147,408	220,668
	151,152	283,632

NATURE OF OPERATIONS AND GOING CONCERN (Note 1)

These financial statements were approved by the Board of Directors on October 28, 2025.

On behalf of the Board:
“Lim Kah Meng” “Joshua Siow”
Dr. Lim Kah Meng, Director Joshua Siow, Director

The accompanying notes are an integral part of these financial statements

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COMPASS VENTURE INC.
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

EXPENSES

| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Bank charges | 345 | 543 |
| Consulting fees | 18,963 | 24,389 |
| Filing fees | 8,065 | 10,350 |
| Office expense | 478 | 725 |
| Professional fees | 42,020 | 68,787 |
| Transfer agent fees | 3,389 | 8,312 |
| NET LOSS AND COMPREHENSIVE LOSS | 73,260 | 113,106 |
| NET LOSS PER SHARE – BASIC AND DILUTED (NOTE 4) | (0.01) | (0.01) |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 10,603,325 | 10,603,325 |

The accompanying notes are an integral part of these financial statements

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COMPASS VENTURE INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

	Share Capital
	Number of shares	Amount	Reserves	Deficit	Total Equity
		$	$	$	$
Balance, July 31, 2023	10,603,325	704,351	103,323	(473,900)	333,774
Comprehensive loss for the year	-	-	-	(113,106)	(113,106)
Balance, July 31, 2024	10,603,325	704,351	103,323	(587,006)	220,668
Comprehensive loss for the year	-	-	-	(73,260)	(73,260)
Balance, July 31, 2025	10,603,325	704,351	103,323	(660,266)	147,408

The accompanying notes are an integral part of these financial statements

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COMPASS VENTURE INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

| | 2025
$ | 2024
$ |
| --- | --- | --- |
| OPERATING ACTIVITIES | | |
| Net loss for the year | (73,260) | (113,106) |
| Changes in non-cash working capital items: | | |
| Tax recoverable | 59 | 1,552 |
| Prepaid expense | - | 15 |
| Accounts payable and accrued liabilities | (10,825) | (1,289) |
| Deposit | (48,395) | 50,000 |
| CASH USED IN OPERATING ACTIVITIES | (132,421) | (62,828) |
| DECREASE IN CASH | (132,421) | (62,828) |
| CASH, BEGINNING OF YEAR | 280,451 | 343,279 |
| CASH, END OF YEAR | 148,030 | 280,451 |

The accompanying notes are an integral part of these financial statements

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COMPASS VENTURE INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Compass Venture Inc. ("the Company") was incorporated on January 2, 2020 under the Business Corporations Act (British Columbia). On January 21, 2021, the Company completed its Initial Public Offering (the "Offering") to be classified as a Capital Pool Company ("CPC") as defined in TSX Venture Exchange ("TSX-V") Policy 2.4. The Company began trading its shares on the TSX-V under the trading symbol "CVI-P" on February 9, 2021. The principal business of the Company is the identification and evaluation of assets or a business and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities (the "Qualifying Transaction" or "QT").

The head office of the Company is located at 1 North Bridge Road, #B1-28 High Street Centre, Singapore, 179094, and the registered and records office is located at Suite 1400, 1125 Howe Street, Vancouver BC V6Z 2K8.

The Company does not currently have operations or assets capable of generating ongoing revenues or cash flows and there is no certainty that its shares will be listed for trading or that it will complete a Qualifying Transaction within the time specified by TSX Venture Exchange Policy 2.4., which is generally 24 months from the date its shares are listed for trading on the TSX Venture Exchange.

The Company has incurred losses since inception and had an accumulated deficit of $660,266 as at July 31, 2025 (2024: $587,006). The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon finding and completing a Qualifying Transaction, obtaining additional financing or maintaining continued support from its shareholders and creditors and generating profitable operations in the future. The Company does not currently have operations or assets capable of generating ongoing revenues or cash flows and there is no certainty that it will complete a Qualifying Transaction. These matters indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern.

These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

2. MATERIAL ACCOUNTING POLICIES

(a) Statement of compliance

These financial statements have been prepared using accounting policies in compliance with IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board and the interpretations of the International Financial Reporting Interpretations Committee.

These financial statements were authorized for issue in accordance with a resolution from the Board of Directors on October 28, 2025.

(b) Basis of presentation

These financial statements are prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. All amounts are expressed in Canadian dollars unless otherwise stated.

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COMPASS VENTURE INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(c) Foreign currency transactions

The Company's presentation and functional currency are the Canadian dollar. Transactions in currencies other than the functional currency of the reporting entity are recorded at rates of exchange prevailing on the dates of such transactions. Monetary assets and liabilities that are denominated in currencies other than the functional currency are translated at rates prevailing at the end of each reporting period. Non-monetary items that are measured in terms of historical cost in the foreign currency are not re-translated.

(d) Critical accounting estimates and judgments

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Critical accounting judgments:

i. the determination of the likelihood of utilizing tax carry-forwards and recognition of deferred income tax assets or liabilities
ii. the inputs used in the Black Scholes Valuation model in accounting for share-based payment transactions
iii. the evaluation of the Company's ability to continue as a going concern

(e) Share-based payments

The Company has a share option plan which allows employees and consultants to acquire shares of the Company. Options granted under the Company's stock option plan vest as determined by the directors at the time of grant. The fair value of options granted is recognized as an employee or consultant expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

Where the share options are awarded to employees, the fair value is measured at grant date, and each tranche is recognized on the graded vesting method over the period during which the options vest. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the statement of comprehensive loss, unless the fair value cannot be estimated reliably, in which case they are recorded at the fair value of the equity instruments granted.

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COMPASS VENTURE INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(e) Share-based payments (continued)

The Company has adopted the fair value method of accounting for all share-based compensation. The fair value of stock options granted is determined using the Black-Scholes option pricing model. Share-based compensation is expensed over the period of vesting and initially credited to stock options reserve. Any consideration paid on the exercise of stock options is credited to share capital. When options are exercised, previously recorded compensation is transferred from stock options reserve to share capital to fully reflect the consideration for the shares issued.

(f) Share issuance costs

Costs directly attributable to the raising of capital are charged against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued.

(g) Loss per share

Basic loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. The Company applies the treasury stock method in calculating diluted loss per share. Diluted loss per share excludes all dilutive potential common shares if their effect is anti-dilutive. The dilutive effect of contingently issuable shares is determined based on the number of shares, if any that would be issuable if the end of the reporting period were the end of the contingency period and the contingency has been met. The contingently issuable shares are included in the denominator of diluted loss per share as of the beginning of the year, or as of the date of the contingent share agreement, if later.

(h) Income taxes

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

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COMPASS VENTURE INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(i) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets – Classification

The Company classifies its financial assets in the following categories:

• Those to be measured subsequently at fair value (either through Other Comprehensive Income ("OCI"), or through profit or loss), and
• Those to be measured at amortized cost.

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in profit or loss or OCI.

Financial assets - Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest. Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Company classifies its debt instruments:

• Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest method. The Company has not designated any financial assets at amortized cost.
• Fair value through OCI ("FVTOCI"): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVTOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains (losses). Interest income from these financial assets is included as finance income using the effective interest rate method. The Company has not designated any financial assets at FVTOCI.
• Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVTOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as revenue in the Statement of Loss and Comprehensive Loss in the period in which it arises. The Company has designated its cash at FVTPL.

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COMPASS VENTURE INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(i) Financial instruments (continued)

Financial liabilities

The Company classifies its financial liabilities into the following categories:

• Financial liabilities at FVTPL; and
• Amortized cost.

A financial liability is classified as at FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value change to financial liabilities at FVTPL are presented as follows:

• the amount of change in the fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and
• the remaining amount of the change in the fair value is presented in profit or loss.

The Company has not designated any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method.

The Company has designated its accounts payable at amortized cost.

Impairment of financial assets

The Company recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. Loss allowances for accounts receivable are always measured at an amount equal to lifetime expected credit losses if the amount is not considered fully recoverable. A financial asset carried at amortized cost is considered credit-impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Individually significant financial assets are tested for credit-impairment on an individual basis. The remaining financial assets are assessed collectively.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate.

In assessing collective impairment, the Company uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management's judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

Losses are recognized in the statement of comprehensive loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the statements of comprehensive loss.

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COMPASS VENTURE INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

(j) New Accounting Standards Issued but Not Yet Effective

A number of new standards and amendments to existing standards have been issued by the IASB that are mandatory for accounting periods beginning on or after July 31, 2025, or later periods. The Company has not early adopted these new standards in preparing these financial statements. These new standards are either not applicable or are not expected to have a significant impact on the Company's financial statements.

3. SHARE CAPITAL

Authorized share capital

The Company is authorized to issue an unlimited number of common shares without par value.

Issued and outstanding common shares

At July 31, 2025, there were 10,603,325 (2024: 10,603,325) common shares issued and outstanding.

The Company did not issue any shares during the years ended July 31, 2025 and 2024.

Escrowed shares

In conjunction with the Company's application to become a CPC, 4,950,000 shares at July 31, 2025 (2024: 4,950,000) were held in escrow to be released in accordance with the TSX Venture Exchange Policy 2.4 over a period of up to eighteen months from the date of the Final Exchange Bulletin following the completion of a Qualifying Transaction.

Stock options and restricted share units

The Company adopted a stock option plan on May 12, 2020, which was amended and restated on January 19, 2022, October 25, 2022 and again on May 13, 2024 (the "Amended Plan"). The Amended Plan was approved and adopted by the shareholders at the last Annual General Meeting held on June 26, 2024. At the same time, the Company also adopted a Restricted Share Units Plan (the "RSU Plan").

The Amended Plan is a "10% rolling" stock option plan. The total number of options issued and outstanding at any time under the amended Plan (together with those up to 5% of the issued and outstanding common shares of the Company issuable pursuant to the RSU Plan) cannot exceed 10% of the issued and outstanding common shares of the Company unless shareholder and regulatory approvals are obtained. Options granted under the Amended Plan have a maximum of ten-year term and are non-transferable. Unless otherwise determined by the Board of Directors, options vest immediately upon granting.

Any RSUs granted by the Company in accordance with the RSU Plan and any common shares which may be reserved, set aside and available for issuance regarding such RSUs shall not exceed 5% of the issued and outstanding common shares of the Company (being 530,166 common shares, calculated based on the number of issued and outstanding common share of the Company on the record date of the 2024 annual general meeting being May 13, 2024).

Concurrent with closing of the IPO in January 2021, the Company granted incentive stock options to its directors and officers to purchase up to 1,045,000 common shares, which are exercisable at a price of $0.10 per share for a period of ten years from the date of grant. 156,750 of these options were cancelled upon resignation of a director during the year ended July 31, 2022.

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COMPASS VENTURE INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

3. SHARE CAPITAL (CONTINUED)

As at July 31, 2025, the following options were outstanding and exercisable:

Options Outstanding and Exercisable	Expiry Date	Average Remaining Contractual Life	Weighted Average Exercise Price
		Years	$
888,250	January 21, 2031	5.48	0.10

The Company did not grant any RSUs during the current year and there were no RSUs issued or outstanding at July 31, 2025.

4. NET LOSS PER SHARE

The calculation of basic and diluted loss per share for the year ended July 31, 2025 was based on the loss of $73,260 (2024: $113,106) attributable to common shareholders and the weighted average number of common shares outstanding of 10,603,325 (2024: 10,603,325).

Diluted loss per share did not include the effect of 888,250 stock options as they are anti-dilutive.

5. RELATED PARTY BALANCE AND 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. 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.

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors, the chief executive officer ("CEO") and chief financial officer ("CFO") of the Company.

There was no compensation paid or incurred for key management personnel during the year ended July 31, 2025 (2024 - $Nil).

At July 31, 2025, there were no balances owing to or from key management personnel (2024: $Nil).

During the year ended July 31, 2024, the Company received a total of $100,000 as deposits from CanniOasis Pte. Ltd, a company controlled by the CEO and a director of the Company. At July 31, 2025, there remained an unapplied balance of $1,605 in these deposits. See Note 9 Proposed Transactions for more details.

14

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COMPASS VENTURE INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Expressed in Canadian Dollars)

6. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and to maintain a flexible capital structure which will allow it to pursue the completion of a Qualifying Transaction as defined in TSX-V Policy 2.4. Therefore, the Company monitors the level of risk incurred in its expenditures relative to its capital structure.

The Company considers its capital structure to include shareholders' equity. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the potential underlying assets. To maintain or adjust the capital structure, the Company may issue new equity if available on favourable terms and approved by the TSX-V.

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 in aggregate may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the TSX.V Policy 2.4.

7. FINANCIAL INSTRUMENTS AND RISK

The Company's financial instruments consist of cash and accounts payable. Financial instruments are classified into one of the following categories: FVTPL or amortized cost. The carrying values of the Company's financial instruments are classified into the following categories:

Financial Instrument	Category	2025	2024
		$	$
Cash	FVTPL	148,030	280,451
Accounts payable	Amortized cost	2,139	12,964

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. 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.

The Company's cash is measured at fair value using Level 1 inputs.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

a. Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash account. Cash accounts are held with major banks in Canada. The Company has deposited its cash with a bank from which management believes the risk of loss is low.

b. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. As at July 31, 2025, the Company had cash of $148,030 to settle current liabilities of $3,744 which fall due for payment within 12 months.

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COMPASS VENTURE INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 AND 2024

(Expressed in Canadian Dollars)

7. FINANCIAL INSTRUMENTS AND RISK (CONTINUED)

c. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company is not exposed to market risk.

d. Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market related interest rates.

8. INCOME TAXES

The following table reconciles the amount of income tax recoverable on application of the combined statutory Canadian federal and provincial income tax rates:

	2025	2024
	$	$
Net loss before income tax	(73,260)	(113,106)
Statutory tax rate	27%	27%
Expected income tax recovery at statutory rate	19,780	30,539
Permanent differences and others	-	-
Changes in tax benefits not recognized	(19,780)	(30,539)
Income tax recovery	-	-

The tax effects of deductible and taxable temporary differences that give rise to the Company's deferred tax assets and liabilities are as follows:

	2025	2024
	$	$
Share issuance costs	-	6,010
Non – capital losses	187,990	162,203
	187,990	168,213
Unrecognized deferred tax assets	(187,990)	(168,213)
Net deferred tax assets	-	-

As at July 31, 2025, the Company had a non-capital loss for income tax purposes of approximately $696,259 which may be carried forward to apply against future year income tax for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in 2045.

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COMPASS VENTURE INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

9. PROPOSED TRANSACTION

The Company entered into a Master Exchange Agreement on October 15, 2024, amended on March 23, 2025 and June 3, 2025 (the "MEA") to acquire all of the issued and outstanding shares of CanniOasis Pte. Ltd. ("CanniOasis") (a related party as described in Note 5), a Singapore-based biopharmaceutical company focused on utilizing cannabinoid medicine to develop effective personalized and targeted treatment regimens for neurological diseases in exchange for the issuance of common shares of Compass to the shareholders of CanniOasis (the "Transaction"). The MEA replaced the Letter of Intent originally entered on September 23, 2023, replaced on June 4, 2024 and amended on July 11, 2024.

Upon completion of the Transaction, CanniOasis will become a wholly-owned subsidiary of the Company, the business of CanniOasis will become the business of the Company, the CanniOasis shareholders will have a controlling interest in the Company and CanniOasis will appoint new directors and officers to manage the resulting entity (the "Resulting Issuer") and its business.

Pursuant to the Transaction, the Company will acquire 100% of the issued and outstanding CanniOasis shares in exchange for common shares of the Resulting Issuer (the "Resulting Issuer Shares"). CanniOasis shareholders will receive 1 Resulting Issuer Share for every 1.44 CanniOasis Share held (the "Share Exchange Ratio"). Upon completion of the Transaction, existing holders of common shares of the Company and CanniOasis shareholders would own approximately 7.4% and 70.5% of the Resulting Issuer, respectively, on a fully-diluted basis, and the name of the Resulting Issuer will be changed to such name as CanniOasis may determine and as acceptable to the Exchange.

The Transaction constitutes the Company's "Qualifying Transaction" (as defined by Policy 2.4 Capital Pool Companies ("Policy 2.4") of the TSX-V and is not a Non-Arm's Length Qualifying Transaction (within the meaning of the TSX-V's policies). The Transaction is subject to the approval of the Exchange and of the minority shareholders of the Company, among other conditions of closing. Other than in connection with the concurrent financing (as defined below), no commissions or finder's fees are being paid in relation to the Transaction.

The Transaction is subject to completion by CanniOasis of a brokered private placement equity financing of subscription receipts of CanniOasis (the "Subscription Receipts") at a price of $0.16 per Subscription Receipt, for aggregate gross proceeds of a minimum of $5,000,000 or such other amount as required in order to meet the requirements under the Exchange's policies (the "Concurrent Financing"). CanniOasis or the Resulting Issuer, will issue an aggregate of 3,297,083 stock options to the current directors and professionals of the Company post-closing of the transaction.

The completion of the Transaction will be subject to customary closing conditions including, among others, the completion of the Concurrent Financing, receipt of all required approvals and consents for the Transaction and all related matters, including approval of the disinterested holders of common shares of the Company, and the approval of the Exchange and completion of the Concurrent Financing, and other standard closing conditions.

Dr. Kah Meng Lim, the Chief Executive Officer, a director and a minority shareholder of the Company, is also the controlling shareholder, a director and the Chairman of the Board of CanniOasis. The Transaction is therefore considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As required by MI 61-101, the Company will call a special meeting of shareholders to seek approval of the Transaction by the Company's minority shareholders (excluding Dr. Lim) by majority vote.

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COMPASS VENTURE INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Expressed in Canadian Dollars)

9. PROPOSED TRANSACTION (CONTINUED)

The MEA stipulates that all third-party costs required to be paid to complete the Qualifying Transaction will be borne by CanniOasis. CanniOasis has paid to the Company: (i) $50,000 as a refundable deposit to be used by the Company towards payment of legal costs and other professional fees associated with the Transaction (received August 2023); and (ii) an additional $50,000 as a non-refundable deposit to be used by the Company towards payment of expenses in connection with the Transaction (received September 2023).

At July 31, 2024, the first $50,000 deposit had been fully applied towards payment of legal costs and other professional fees associated with the Transaction, while as at July 31, 2025 there remained a balance of $1,605 in the second $50,000 deposit.

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