Gemina Laboratories Ltd. — Management Reports 2025

Jun 27, 2025

Gemina Laboratories Ltd.

Management Discussion and Analysis
(in Canadian dollars)

For the three months ended April 30, 2025

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

This management discussion and analysis ("MD&A") should be read in conjunction with the unaudited condensed interim consolidated financial statements and notes of Gemina Laboratories Ltd. ("Gemina", "Group" or the "Company") for the three months ended April 30, 2025. Our unaudited condensed interim consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and all dollar amounts are expressed in Canadian dollars unless otherwise noted. In this discussion, unless the context requires otherwise, references to "we" or "our" are references to Gemina. Additional information relating to our Company is available by accessing the SEDAR website at www.sedar.com.

All information contained in this MD&A is current as of June 27, 2025, unless otherwise stated.

Forward Looking Statements

Certain statements and information in this MD&A contain forward-looking statements or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "predict", "project", "potential", "continue", "ongoing", "could", "would", "seek", "target" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words and similar expressions.

Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as factors that we believe are appropriate. Such forward-looking statements reflect our current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Gemina as of the date of such statements, are inherently subject to significant scientific, business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance, achievements, prospects or opportunities to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. In making the forward looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to: (i) obtaining any regulatory approvals; (ii) assumptions regarding general business and economic conditions; (iii) the Company's ability to successfully develop its products; (iv) that the Company's current positive relationships with third parties will be maintained; (v) the availability of financing on reasonable terms; (vi) the Company's ability to attract and retain skilled employees and consultants; (vii) assumptions regarding market competition; (viii) the products and technology offered by the Company's competitors and (ix) the Company's ability to protect patents and proprietary rights.

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors,

• the Company's operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations;
• the volatility of global capital markets over the past several years has generally made the raising of capital more difficult;
• risks associated with political instability and changes to the regulations governing the Company's business operations;
• the success of the Company is largely dependent on the performance of its directors and officers;
• the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company's business;
• the Company may be adversely affected if potential conflicts of interests involving its directors and officers are not resolved in favour of the Company;
• if securities or industry analysts do not publish research or publish inaccurate or unfavourable research about the Company's business, the price and trading volume of the Common Shares could decline;
• the Common Shares may be subject to significant price volatility;

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

• dilution from future equity financing could negatively impact holders of Common Shares;
• internal controls cannot provide absolute assurance with respect to the reliability of financial reporting and financial statement preparation;
• as a reporting issuer, the Company is subject to costly reporting requirements;
• the Company may be unable to implement its business strategy;
• the Company may be unable to manage its growth;
• risks associated with security breaches;
• the Company's failure to maintain, promote and enhance its brand status;
• the Company's business now or in the future may be adversely affected by risks outside the control of the Company;
• risks associated with the Company's reliance on strategic partnerships;
• reputational risk; and
• risks associated with protection of intellectual property.

Should one or more of these risks or uncertainties, or a risk that is not currently known to us, materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this MD&A and we do not intend, and do not assume any obligation, to update these forward-looking statements except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

1. Overview of the Company

Gemina Laboratories Ltd. (the "Company" or "Gemina") operates under the name "Gemina Labs." The Company was incorporated under the laws of British Columbia on October 10, 2017. On February 10, 2021, the Company changed its name from "D1 Capital Corp." to "Gemina Laboratories Ltd." The Company's head office is located at 2-2108 West 4th Avenue, Vancouver, BC, V6K 1N6, and its registered office and records are located at 15th floor, 1111 West Hastings Street, Vancouver, British Columbia. The Company is traded on the Canadian Securities Exchange under the symbol GLAB and as of June 24, 2024, on the OTCQB under the symbol GLABF.

The Company is a bioscience technology company that operates primarily in the in vitro diagnostics ("IVD") market. The company develops a toolkit of surface functionalization chemistries, and adjacent technologies for the detection of pathogens and biomarkers. In 2022, the Company demonstrated the efficacy of its proprietary antibody immobilization chemistry via the development of a lateral flow test – the Legio XTM COVID-19 Rapid Antigen Test ("Legio XTM"). Subsequently the company has focussed on building a library of reagents and materials for improved lateral flow tests, molecular diagnostics, electrochemical bio-sensing assays, biological sample processing, and bioprocessing. Given the broad, potential application of Gemina's technology suite, the Company's strategy has evolved to focus on entering into commercial licensing partnerships with IVD manufacturers and reagent suppliers.

1. Recent developments

Overview

From the outset, Gemina has sought to identify and solve critical challenges in the IVD sector. Gemina's surface functionalization chemistry is based on peptide binders that improve test sensitivity, reduce non-specific binding, and enable the replacement of nitrocellulose in lateral flow test design, and is the foundation of an IP engine that has developed into a cluster of 27 separate inventions, that include novel reagents, materials and manufacturing technologies. These inventions are at different stages of productization, but the first are now the subject of evaluation with commercial partners.

Products in development

Lateral flow test technologies

The development of Gemina's Legio X™ lateral flow assay in 2022 gave the company significant confidence that its peptide-based surface chemistry had significant performance improvements over traditional lateral flow designs. The Company continues to regard lateral flow tests as an important segment within the overall IVD market and is in the process of developing improved proprietary solutions to numerous components of the lateral flow architecture including: a range of peptide-based binders to immobilize antibodies on to a variety of different sensor surfaces (including biodegradable surfaces), improved nanoparticles, reagents and, with respect to manufacturing processes: the Gemina Universal Test Architecture.

An important future milestone for the Company will be the establishment of an in-house protein production facility, to service anticipated demand (at scale) from prospective commercial partners.

Universal Test Architecture

A key differentiator for Gemina is the Company's ability to enable diagnostics to be manufactured and distributed where they are most needed. Access to diagnostics globally, remains a significant challenge, with current industry infrastructure for rapid development, manufacturing, and rollout of diagnostic tests far from optimal in most low- and middle-income countries. Traditional lateral flow manufacturing processes entail antibodies being striped directly onto the test line; once the

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

antibodies are deposited the test has been functionalised and takes on a defined shelf life. In contrast, Gemina's Universal Test Architecture encapsulates antibodies in lyophilized (akin to freeze-dried) beads. This means that at the time of manufacture, the tests (test strip and plastic cartridge) are generic and only become a functional assay when the lyophilized bead is mixed with the test sample and buffer. This new way of making lateral flow tests enables generic tests to be stockpiled in-country and subsequently functionalised (at short notice) in response to public health needs.

Molecular tests and electro-chemical biosensing

Gemina sees significant opportunities to expand beyond lateral flow tests and into both molecular diagnostics (e.g. Tuberculosis testing) and electrochemical biosensing assays. Tuberculosis, for instance, is a significant global challenge: 10 million people fall ill with TB every year and 1.3 million die (source: World Health Organization).

With respect to electrochemical biosensing, Gemina has a proprietary novel sensor architecture and during 2025 will continue to advance a programme of research to validate its continuous biomarker monitoring design.

Patents and Research Collaborations

The Company's patent position is continuing to advance. Gemina's two principal patent families are now advancing to the national examination stage in multiple jurisdictions. Additionally, the company has in-licensed two additional patents as a consequence of its external research collaborations.

With respect to external research collaborations, Gemina has historically worked with a number of academic and industrial partners, including the University of British Columbia. Utilizing the research strengths of academia, via collaborative research arrangements, is, in the view of management, an effective way of generating new additions to the Gemina Intellectual Property portfolio, in a cost-effective manner. The Company intends to continue with this approach in the future, as well as creating new Intellectual Property in-house.

Financings

Private Placement

On May 1, 2025, the Company entered into a subscription agreement (as amended) to raise proceeds of US$5,000,000, pursuant to the Company announcing, on 13 November 2024, a private placement offering in anticipation of raising proceeds of $7,000,000. On June 10, 2025, the Company entered into an additional subscription agreement in respect of a further US$500,000. As at the date of this MD&A, the proceeds of US$5.5m had not yet been received by the Company

Warrant exercises

During the 3 month period to 30 April 2025, 10,000 outstanding warrants with an exercise price of $0.80 were exercised for cash proceeds to the Company of $8,000.

Short term loan

As at January 31, 2025, the Group has a $200,000 short-term, secured, loan agreement with two creditors. The Company received aggregate proceeds of $200,000 from the creditors, re-payable on the earlier of: the completion of a $2,000,000 equity financing on June 30, 2024. If the loan is not re-paid by June 30, 2024, it accrues interest at 15% per annum until re-paid. The loan is secured by the assets of the Group.

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

As part of this loan agreement, the Company agreed to issue an aggregate 100,000 common shares to the creditors in lieu of finance-related expenses. During the year ended January 31, 2025, the Company issued the common shares and the amount was reclassified within shareholders' deficiency.

During the 3 months ended April 30, 2025, the Company recognized $25,978 interest expense within finance expenses on the consolidated statements of loss and comprehensive loss. The balance of the short-term loan as of April 30, 2025 was $243,649 (January 31, 2025 was $217,671).

Convertible notes

On March 18, 2024, the Company raised aggregate gross proceeds of $910,000 under a non-brokered private placement of unsecured convertible notes ("Notes") of the Company. The Notes had a maturity date of 12 months from the date of issuance, unless earlier converted.

During the 3 month ending April 30, 2025, the remaining convertible notes were converted to share capital ($725,000), with corresponding interest accrued ($69,935) also being converted to share capital, based on the conversion price of $0.50 resulting in 1,589,870 shares being issued.

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

3. Selected Financial Information

The financial information reported here-in has been derived from the consolidated financial statements prepared in accordance with IFRS as issued by the IASB. The Company uses the Canadian dollar as its functional and presentation currency. From time to time, the Company may deal with several research and development contractors, consultants and suppliers in other countries. Our financial results may be subject to fluctuations between the Canadian dollar and other international currencies.

The table below sets forth unaudited quarterly results prepared by management for the eight previous quarters to April 30, 2025:

	April 30, 2025 (Unaudited)	January 31, 2025 (Unaudited)	October 31, 2024 (Unaudited)	July 31, 2024 (Unaudited)
Revenue-Development Kits	$10,878	-	-	-
Research and development expenses	$257,779	$287,656	$384,037	$396,415
General and administration expenses	$455,735	$1,093,822	$437,781	$506,943
Interest Income	6,458	-	-	-
Finance Expense	$39,783	$57,990	$42,362	$43,779
(Gain) Loss on lease termination	$34,872	(38,008)	-	$15,175
Loss on sale of assets	-	$20,467	-	-
Loss and comprehensive loss	$760,833	$1,421,927	$864,180	$962,312
Basic and diluted loss per share	$0.01	$0.02	$0.01	$0.01
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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

	April 30, 2024 (Unaudited)	January 31, 2024 (Unaudited)	October 31, 2023 (Unaudited)	July 31, 2023 (Unaudited)
Research and development expenses	$207,979	$534,174	$278,020	$883,350
General and administration expenses	$597,318	$504,370	$593,966	$694,771
Finance Expense	$19,942	($276,872)	$296,133	-
Loss and comprehensive loss	$825,239	$761,672	$1,168,119	$1,578,121
Basic and diluted loss per share	$0.01	$0.01	$0.02	$0.02
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The following table represents selected financial information for the Company's three months ended April 30, 2025 and 2024.

Selected Consolidated Statement of Loss and Comprehensive Loss:

	Quarter ended April 30, 2025 (Unaudited)	Quarter ended April 30, 2024 (Unaudited)
Loss and comprehensive loss	($760,833)	($825,239)
Weighted average number of shares	76,399,662	73,325,878
Basic and diluted
Basic and diluted loss per share	($0.01)	($0.01)

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

The Company incurred a loss and comprehensive loss for the three months ended April 30, 2025, of $760,833 compared to a loss and comprehensive loss of $825,239 in the corresponding period of the prior year. The decreased loss reflects decreased net operating expenses as described below.

Selected Consolidated Statements of Financial Position:

	April 30, 2025 ($)	January 31, 2025 ($)
Cash	14,974	703
Current assets	124,000	106,490
Total assets	1,185,839	1,438,229
Current liabilities	5,580,597	5,698,098
Total liabilities	5,580,597	5,873,308
Total shareholder's equity (Deficiency)	(4,394,758)	(4,435,079)

During the three months ended April 30, 2025, cash increased to $14,974 (January 31, 2025 - $703) with current liabilities increasing reflecting the working capital usage of the Company.

Results of Operations:

	Three months ended April 30, 2025 (Unaudited)	Three months ended April 30, 2024 (Unaudited)
Revenue
Development kits	10,878	-
Operating expenses
Research and development	(257,779)	(207,979)
General and administrative	(445,735)	(597,318)
Interest income	6,458	-
Finance expenses	(39,783)	(19,942)
(Loss) on lease termination	(34,872)	-
Loss and comprehensive loss	(760,833)	(825,239)

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

Operating expenses - Research and Development

Our research and development expenses consist primarily of personnel compensation, research and development contractors, materials and supplies, and intellectual property expenses.

Research and development expenses were $257,779 for the quarter ended April 30, 2025 compared to $207,979 for the corresponding period last year. The small increase in research and development expenses is related primarily to a fractional increase in spending on contract research, R&D contractors and R&D materials. The Company contained its spending to conserve cash until additional funds are available.

The Company expects to continue pursuing the following activities as funding allows:

• development of our binding, particle and other technologies for use within molecular, electrochemical and ELISA diagnostics
• development and continuous improvement of protein production technologies and manufacturing processes.

Operating expenses - General and Administrative

Our general and administration expenses consist primarily of personnel expenses, professional fees, G&A contractors, office-related expenses and share-based compensation.

General and administration expenses for the quarter ended April 30, 2025, were $455,735 compared to $597,318 for the corresponding quarter of the prior year.

4. Liquidity, Capital Resources and Outlook

	January 30, 2025 ($)	January 31, 2025 ($)
Cash	14,974	703
Working capital deficit	(5,456,597)	(5,591,608)
Total shareholder's equity (Deficiency)	(4,394,758)	(4,435,079)

As at April 30, 2025, the Company had cash of $14,974 and net working capital (deficit) ($5,456,597) of compared to cash of $703 and net working capital (deficit) of ($5,591,608) at January 31, 2025. The continued low level of cash reflects the cash used in operations, with this substantially being funded through an increase in the working capital deficit corresponding with an increase in accounts payable and accrued liabilities related to manufacturing process development and general and administrative activities, significantly off-set by the conversion of remaining outstanding convertible loan notes in the period to 30 April 2025.

Management of Cash Resources

The Company uses cash flow forecasts to estimate cash requirements for the ensuing twelve-month period. Based on these requirements, we seek to raise equity capital as required to provide the necessary financial resources for operations, ideally for a minimum of twelve months. The timing of equity financings will depend on market conditions and the Company's cash requirements. The

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

Company's cash flow forecasts are updated on a regular basis to reflect actual cash inflows and outflows so as to monitor the requirements and timing for additional financial resources.

The Company monitors opportunities to raise equity capital and/or secure additional funding through non-dilutive sources such as government grants and additional license agreements. However, it is possible that our cash and working capital position may not be enough to meet our business objectives in the event of unforeseen circumstances.

Cash flows from financing activities

Cash used in respect to financing activities was $16,930 for the period ending April 30, 2025, compared to cash provided of $805,189 in the prior period. In the current period, the cash used was in relation to share issuance costs of the convertible loan notes.

Cash flows provided by/ (used in) operations

Cash flows provided by operations for the 3 months ending 30 April, 2025, was $31,201 compared to cashflow used of $804,514 in the prior period. In the current period, cash flow used in operations primarily reflect the net loss and comprehensive loss discussed above, adjusted for non-cash items, primarily the add back of depreciation, share based compensation and finance expense, loss on termination of lease and the addition of changes in non-cash working capital because of higher accounts payable and accrued liabilities balances at April 30, 2025.

5. Going Concern

The ability of the Group to continue as a going concern is dependent on its ability to generate future cash flows from operations and obtain additional financing. As at April 30, 2025, the Group had a working capital deficit of $5,456,597 (January 31, 2025 – $5,591,608), had not yet achieved profitable operations and had accumulated a deficit of $21,599,373 since its inception and will require additional funding to maintain its operations. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Subsequent to the quarter ended April 30, 2025, the Company entered into subscription agreements totalling US$5.5m, however there is no guarantee the financing will close.

The consolidated 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 consolidated financial statements. These adjustments could be material.

6. Long-Term Obligations and Other Contractual Commitments

There were no new long-term obligations entered into during the quarter or in the year end 31 January 2025.

7. Transactions with Related Parties

Key management personnel are the persons responsible for the planning, directing and controlling the activities of the Company and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

During the quarters ended April 30, 2025, and 2024, the Company entered into the following transactions with related parties:

• Paid or accrued salaries and benefits of $114,804 (2024 - $62,500) to the Chief Executive Officer ("CEO") of the Company and recognized share-based compensation of $7,430 (2024 - $56,946) in relation to stock options granted to the CEO.
• Paid or accrued professional fees of $402 (2024 - $14,514) to a company controlled by the Chief Financial Officer ("CFO") of the Company until his resignation on the 30 April 2025.
• Paid or accrued salaries and benefits of $40,409 (2024 - $39,018) to the Chief Technology Officer ("CTO") and director of the Company and recognized share-based compensation of nil (2024 - $1,548) in relation to stock options granted to the CTO and director.
• Paid or accrued contractor fees of $18,750 (2024 - $19,687) to a company controlled by a director of the Company.
• Recognized share-based compensation of $4,131 (2024 - $22,873) in relation to stock options granted to directors of the Company.

As at April 30, 2025, $88,307 (January 31, 2025 - $70,808) was included in accounts payable and accrued liabilities owing to the CTO and director of the Company in relation to accrued wages ($57,595) and reimbursement of expenses ($30,712).

As at April 30, 2025, $746,910 (January 31, 2025 - $630,108) was included in accounts payable and accrued liabilities owing to the CEO of the Company in relation to accrued wages ($726,761) and reimbursement of expenses ($20,149).

As at April 30, 2025, $38,024 (January 31, 2025 - $37,622) was included in accounts payable and accrued liabilities owing to the company controlled by the CFO of the Company, who resigned on 30 April 2025, in relation to professional fees.

As at April 30, 2025, $120,385 was included in accounts payable and accrued liabilities owing to a director of the Company in relation to reimbursement of expenses $16,385 (January 31, 2025 - $16,385) and director compensation $104,000 (January 31, 2025 - $94,375).

As at April 30, 2025, $66,0375 (January 31, 2025 - $628,688) was included in accounts payable and accrued liabilities in relation to advisory fees $6,563 and loans $653,813 owed to a company controlled by a director of the Company.

As at April 30, 2025, $123,423 was included in accounts payable and accrued liabilities owing to directors of the Company in relation to director compensation $111,250 (January 31, 2025 - $83,750) and reimbursement of expenses $12,174 (January 31, 2025 - $12,445).

As at April 30, 2025, $32,262 was included in accounts payable and accrued liabilities (January 31, 2025 - $32,262) due to EcoMine, a majority shareholder of the Company.

As at April 30, 2025, $412 was included in accounts payable and accrued liabilities (January 31, 2025 - $412) due from Brokkr Mineral Resources Corporation (formerly 3R Circuits Solutions Corp.), a company controlled by directors of the Company.

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

As at April 30, 2025, $75,579 was included in accounts payable and accrued liabilities (January 31, 2025 - $74,748) due to Anodyne Chemistries Inc., a company controlled by directors of the Company.

8. Off Balance Sheet Arrangements

The Company has no material undisclosed off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations or financial condition.

9. Critical Accounting Estimates and Judgments

The preparation of financial statements in compliance with IFRS Accounting Standards requires the Group's management to make certain estimates and assumptions that they consider reasonable and realistic. Despite regular reviews of these estimates and assumptions, based in particular on past achievements or anticipations, facts and circumstances may lead to changes in these estimates and assumptions which could impact the reported amount of the Group's assets, liabilities, income and expenses. Actual results may differ from those estimates.

Significant judgements

Level of control or influence over investments - The accounting for investments in other companies can vary depending on the degree of control and influence over those other companies. Management is required to assess at each reporting date the Group's control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting. As at 30 April, 2025 the Group's only investment is in RAPIvD which it has determined it does not have significant influence or control and has therefore accounted for it as an investment at FVOCI.

Research versus development expenses – The accounting for research and development expenses differs with research expenses recognized in the statements of loss and comprehensive loss during the period incurred, whereas development expenses are recognized as an intangible asset in the statements of financial position when incurred. The Group's operations, from time to time, may include both research and development activities. Management has used judgement to determine whether activities should be recognized as research expenses or as an intangible asset for development expenses. To date, management has determined that its activities are research activities and has not incurred any expenses that would qualify as recognition as an intangible asset in the statements of financial position.

Revenue – For the first time the Group has recognized revenue in relation to sales of development kits. While the judgement in relation to revenue recognition is not subject to a significant amount of judgement, subsequent engagement with customers may include multiple distinct performance obligations. The Company applies judgment in identifying distinct performance obligations, estimating stand-alone selling prices, and determining the timing of completion of the performance obligation.

Cost of sales related to these initial development kit sales are immaterial and are included as a component of the research and development spend.

Significant estimates

Share-based compensation - The Group generally utilizes the Black-Scholes option pricing model to determine the fair values of the share-based payments and warrants issued in unit offerings. The

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

Group uses significant estimates in the evaluation of the input variables in the Black-Scholes calculation which includes: risk free interest rate, expected stock price volatility, expected life and expected dividend yield.

Fair value of RAPIvD investment - The Group has elected to classify its investment in RAPIvD as FVOCI. In determining the fair value, the Company utilizes unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Accordingly, management uses significant estimates in the evaluation of RAPIvD's fair value.

10. Financial Instruments and Financial Risk Management

Fair value

Financial instrument disclosures establish a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company primarily applies the market approach for recurring fair value measurements. This section describes three input levels that may be used to measure fair value:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide information on an ongoing basis.

Level 2 – quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying values of cash, receivables and accounts payable and accrued liabilities, and short-term loan approximate their fair values due to their short-term maturity. The carrying value of lease liabilities and approximate its fair value due to being discounted with a rate of interest that approximates market rates.

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 Group's income or valuation of its financial instruments.

a) Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. At April 30, 2025 the Company is exposed to currency risk through accounts payable and short-term loan held in US dollars, Euros and GBP. Based on these foreign currency exposures, a 10% depreciation or appreciation of all the above currencies against the Canadian dollar would result in an approximate increase or decrease of $180,000 in the Company's net comprehensive loss.

b) Interest rate risk

The Group has cash balances and fixed rate interest-bearing debt. The interest rate risk on cash is not considered significant in isolation.

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet cash flow requirements associated with financial instruments. As indicated in the Going Concern section, a material uncertainty exists that may cast significant doubt regarding the Company's ability to continue as a going concern.

The Company continues to manage its liquidity risk by monitoring its cash flows regularly, comparing actual results with budgets and future cash requirements.

The following table summarizes the relative maturities of the financial liabilities of the Company:

	Maturity less than one year ($)	Maturity greater than 1 year ($)
Accounts payable and accrued liabilities	5,336,948	-
Short-term loan	243,649	-
Total	5,580,597	-

Credit risk

Credit risk is risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's cash is held in large Canadian financial institutions and its receivables mostly consist of amounts due from the Canadian government. As such, the Company determined that it is not exposed to significant credit risk.

11. Risks and Uncertainties

The primary risk factors affecting the Company, as determined by the Board, are summarised below. The Board is looking to develop a Risk Management framework proportionate to the scale and risk profile of the Group. Management reviews the Risks and look to mitigate them where practical to a level acceptable to the Board.

#	Risk Summary	Description
1	Funding & Financial	Inability to secure sufficient capital funding, resulting in a short cash runway
2	Technology Development	Failure to achieve specific scientific and technological product objectives
3	Regulatory & Compliance	The Company is exposed to a potentially increased compliance burden from new and existing laws and regulations
4	Market Adoption &	We may be unable to generate additional

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

	Commercialization	revenue through signing new license agreements
5	Intellectual Property (IP)	Failure to protect intellectual property (IP) that we generate, and/or the potential for misuse of that IP in relation to our products could adversely impact our ability to generate revenue or the overall value of the Company.
6	Team & Talent	Failure to recruit, develop and retain the right people may adversely affect the Company's ability to achieve its strategic objectives
7	Competition	Other companies may discover, develop or commercialise products before Gemina
8	Operational & Supply Chain	We rely on third-parties, vendors, including CROs as part of our R & D activities, which are harder to control in terms of speed and quality
9	Data Security & Privacy	Data security breaches and cyber-attacks may compromise Company or third-party information, affect reputation and result in financial losses
10	External Factors	Macro-economic factors are volatile and can have broad reaching implications, notably these include items such as geo-political conflict, global trade and tariff changes

12. Internal Control Procedures

The Board of Directors is ultimately responsible for ensuring that the Company maintains a sound set of internal controls, including financial, operational and compliance controls. Consistent with the evolving journey of the Group, the refinement of these controls has been an ongoing area of focus and will continue to be during 2025 and beyond.

Such controls, formal and informal, in relation to the preparation of the Group's Financial Reporting include qualified team members preparing and maintaining the Group's financial records and reporting, review and oversight by the Executive Leadership Team including over significant areas of judgment or technical complexity, review and challenge from the Audit Committee and Board approval prior to being published. As with all controls, internal controls cannot only look to mitigate, rather than eliminate risk.

13. Outstanding Share Capital

As at the date of this MD&A, the Company had the following common shares, warrants and stock options outstanding:

Common shares

There were 76,570,907 common shares issued and outstanding.

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Gemina Laboratories Ltd.
Management Discussion and Analysis
For the year 3 months ended April 30, 2025

Warrants

The number of share warrants outstanding at 30 April 2025 was 7,598,162* (31 January 2025: 7,608,162) with a weighted average price of $0.79 (31 January 2025: $0.79). Further information is contained in the financial statements.

• The non-broker share purchase warrants are subject to an acceleration clause that allows the Company to accelerate the expiry date of the share purchase warrants in the event that the volume weighted average trading price of the common shares on the Canadian Securities Exchange exceeds $1.20 for 10 consecutive trading days.

Stock options

The number of share options outstanding at 30 April 2025 was 6,440,000 (31 January 2025: 6,440,000) with 6,440,000 exercisable (31 January 2025: 5,634,971) with a weighted average option price of $0.46 (31 January 2025: $0.49). Further information is contained in the financial statements.

14. Additional Information and subsequent events

Additional information about the Company is available on SEDAR+ at www.sedarplus.ca.

(a) Financing

Subsequent to 30 April, 2025, the Company entered into two subscription agreements (as amended) to raise proceeds of US$5,500,000, pursuant to the Company announcing, on 13 November 2024, a private placement offering in anticipation of raising proceeds of $7,000,000. As at the date of the approval of these consolidated financial statements, the proceeds had not yet been received by the Company. If receipt of the proceeds does not occur or is subject to additional material delay, then the Company will be required to raise new capital in an accelerated timeframe from an alternate source and there is no guarantee that efforts in that regard would prove successful. Failure to complete the financing (or material delay) therefore creates a material risk that the Company would not be able to continue as a going concern.

(b) Chief Financial Officer ("CFO") change

Mike Liggett resigned as the Company's CFO effective 30 April 2025. John Davies, an existing Board member, assumed the CFO role on 1 May 2025 on an interim basis.