OCUMETICS TECHNOLOGY CORP. — Audit Report / Information 2025

Apr 21, 2026

ocumetics
TECHNOLOGY CORP

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025
AND DECEMBER 31, 2024

(Expressed in Canadian Dollars)

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Independent Auditor's Report

MNP

To the Shareholders of Ocumetics Technology Corp.:

Opinion

We have audited the financial statements of Ocumetics Technology Corp. (the "Company"), which comprise the statements of financial position as at December 31, 2025 and December 31, 2024, and the statements of loss and comprehensive loss, changes in shareholders' equity (deficiency) 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 Company as at December 31, 2025 and December 31, 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 Company 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.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company has incurred a net loss and negative cash flows from operations during the year ended December 31, 2025 and, as of that date, the Company has an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on 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 of the current period. 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.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

MNP LLP

2000, 112 - 4th Avenue SW, Calgary AB, T2P 0H3

1.877.500.0792 T: 403.263.3385 F: 403.269.8450

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Capitalization of expenditures related to intangible assets

Key Audit Matter Description

The Company capitalizes certain expenditures related to development of the intraocular lens technology as intangible assets on the statement of financial position. Management uses significant judgement when determining when development costs are capitalized and assess whether the expenditures can be reliably measured, the technology is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the product. We refer to Notes 3 and 5 for description of the accounting policy, judgement and details of the intangible asset.

We identified the capitalization of development expenditures related to the technology as a key audit matter given the significance of the intangible asset to the Company and the significant auditor judgement required in evaluating the Company's assessment of meeting the criteria to capitalize certain costs.

Audit Response

We responded to this matter by performing procedures in relation to assessment of capitalization. Our audit work in relation to this included, but was not restricted to, the following:

• Obtained an understanding of the Company's controls and tested the design and implementation of those controls, including those related to management's process for reviewing and approving expenditures related to the technology;
• Evaluated the ability to generate future economic benefits by comparison to current and past business plans and cash flow projections;
• Evaluated the technical feasibility through assessment of the status and progress of the technology;
• Evaluated the sufficiency of financial resources to complete the project through review of cash flow projections and availability of sources of financing; and
• Selected a sample of expenditures capitalized to intangible assets and evaluated whether those costs fulfilled the capitalization criteria by reviewing supporting documentation such as invoices from third party service providers.

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.

MNP

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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.

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

MNP

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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 auditor's 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 auditor's report is Brad Frampton.

Calgary, Alberta
April 20, 2026

MNP LLP
Chartered Professional Accountants

MNP

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OCUMETICS TECHNOLOGY CORP.
STATEMENTS OF FINANCIAL POSITION
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

	2025	2024
	$	$
Assets
Current assets
Cash and cash equivalents	464,044	195,186
Short-term investments	-	1,378,760
Share subscriptions receivable (Note 8)	694,210	-
Goods and services tax receivable	29,651	12,930
Prepaid expenses and deposits	64,072	60,320
Total current assets	1,251,977	1,647,196
Non-current assets
Equipment (Note 4)	43,442	54,303
Intangible assets (Note 5)	609,251	621,681
Total assets	1,904,670	2,323,180

Liabilities

Current liabilities
Accounts payable and accrued liabilities (Note 6)	472,354	229,446
Due to related parties (Note 6)	76,754	76,754
Convertible debentures (Note 7)	4,910,081	-
	5,459,189	306,200
Non-current liabilities
Promissory note (Note 6)	389,440	353,966
Convertible debentures (Note 7)	-	3,599,245
Total liabilities	5,848,629	4,259,411

Shareholders' deficiency

Share capital (Note 8)	9,737,911	7,799,179
Warrants reserve (Note 8)	912,194	324,101
Contributed surplus	2,979,062	2,140,288
Deficit	(17,573,126)	(12,199,799)
Total shareholders' deficiency	(3,943,959)	(1,936,231)
Total liabilities and shareholders' deficiency	1,904,670	2,323,180

Going concern (Note 1)
Subsequent event (Note 12)

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

/s/ Garth Webb
Garth Webb, Director

/s/ Roger Jewett
Roger Jewett, Director

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OCUMETICS TECHNOLOGY CORP.

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Expenses | | |
| Consulting fees (Note 6) | 939,452 | 1,003,261 |
| Research and development | 1,415,474 | 852,392 |
| Share-based compensation (Note 8) | 983,771 | 171,304 |
| Professional fees (Note 6) | 133,336 | 86,438 |
| Office and general | 84,886 | 53,566 |
| Depreciation and amortization (Note 4,5) | 149,374 | 134,304 |
| Marketing | 173,778 | (3,689) |
| Listing costs | 50,462 | 59,941 |
| Patent fees | 65,866 | 68,032 |
| Interest and accretion (Note 6,7) | 1,346,310 | 639,055 |
| Foreign exchange loss | 21,587 | 38,179 |
| Total expenses | 5,364,296 | 3,102,783 |
| Loss from operations | (5,364,296) | (3,102,783) |
| Other income | | |
| Interest (expense) income | (9,031) | 43,625 |
| Loss before taxes | (5,373,327) | (3,059,158) |
| Deferred tax recovery (Note 11) | - | 37,000 |
| Net loss and comprehensive loss | (5,373,327) | (3,022,158) |
| Net loss per share | | |
| Basic and diluted (Note 8) | (0.04) | (0.03) |
| Weighted average number of common shares outstanding | 122,577,234 | 119,718,181 |

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

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OCUMETICS TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

	Number of Shares	Share Capital $	Commitment to issue shares $	Warrants Reserve $	Contributed surplus $	Deficit $	Total Equity (Deficiency) $
Balance, December 31, 2023	118,466,104	7,451,441	160,000	260,819	1,396,485	(9,177,641)	91,104
Shares issued	1,301,875	353,318	(160,000)	63,282	-	-	256,600
Share issuance costs	-	(5,580)	-	-	-	-	(5,580)
Share-based payments	-	-	-	-	171,304	-	171,304
Fair value of conversion feature on issuance of debentures	-	-	-	-	636,233	-	636,233
Issuance cost allocated to conversion feature	-	-	-	-	(26,734)	-	(26,734)
Deferred tax on convertible debentures	-	-	-	-	(37,000)	-	(37,000)
Net loss for the year	-	-	-	-	-	(3,022,158)	(3,022,158)
Balance, December 31, 2024	119,767,979	7,799,179	-	324,101	2,140,288	(12,199,799)	(1,936,231)
Shares issued	5,021,227	1,432,628	-	776,992	-	-	2,209,620
Share issuance costs	-	(449,450)	-	71,920	-	-	(377,530)
Share-based payments	-	-	-	-	983,771	-	983,771
Exercise of options	4,397,900	955,554	-	-	(405,816)	-	549,738
Expiry of warrants	-	-	-	(260,819)	260,819	-	-
Net loss for the year	-	-	-	-	-	(5,373,327)	(5,373,327)
Balance, December 31, 2025	129,187,106	9,737,911	-	912,194	2,979,062	(17,573,126)	(3,943,959)

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

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OCUMETICS TECHNOLOGY CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

	2025	2024
	$	$
Cash flows provided by (used in):
Operating activities
Net loss	(5,373,327)	(3,022,158)
Items not affecting cash:
Depreciation and amortization (Note 4,5)	149,374	134,304
Share-based compensation (Note 8)	983,771	171,304
Interest accrued (Note 7)	797,050	428,055
Accretion (Note 6, 7)	549,260	211,000
Deferred tax recovery (Note 11)	-	(37,000)
Changes in non-cash working capital:
Subscriptions receivable (Note 8)	(694,210)	-
Goods and services tax receivable	(16,721)	31,342
Prepaid expenses and deposits	(3,752)	(29,420)
Accounts payable and accrued liabilities	242,907	(317,489)
Net cash used in operating activities	(3,365,648)	(2,430,062)
Investing activities
Redemption (purchase) of short-term investments	1,378,760	(1,378,760)
Payments for intellectual property (Note 5)	(67,289)	(36,117)
Payments for patents (Note 5)	(58,794)	(48,739)
Net cash (used in) from investing activities	1,252,677	(1,463,616)
Financing activities
Net proceeds from issuance of shares (Note 8)	2,148,191	256,600
Share issuance costs (Note 8)	(316,100)	(5,580)
Proceeds from options exercised (Note 8)	549,738	-
Net proceeds from issuance of convertible debentures (Note 7)	-	3,602,015
Cash provided by financing activities	2,381,829	3,853,035
Change in cash and cash equivalents	268,858	(40,643)
Cash and cash equivalents, beginning of year	195,186	235,829
Cash and cash equivalents, end of year	464,044	195,186

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

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OCUMETICS TECHNOLOGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

1. Nature of Operations and Going Concern

Ocumetics Technology Corp. (the "Company") was incorporated on February 5, 2018 under the Business Corporations Act of Alberta. Its current focus is to develop an accommodating intraocular lens to potentially eliminate the need for corrective lenses, especially for people over 45 years of age. The Company's registered office is located at 1250, 639-5th Avenue SW, Calgary, Alberta T2P 0M9. The Company is listed on the TSX Venture Exchange (the "Exchange") under the symbol "OTC" as well as the Frankfurt exchange (FRA: 2QBO) and the OTC QB Market (OTCQB: OTCFF).

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2025, the Company has not generated any revenues from operations and for the year ended December 31, 2025 has incurred a net loss of $5,060,818 and negative cash flows from operations of $3,320,648, and has an accumulated deficit of $17,260,617. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern, such adjustment could be material.

1. Basis of Presentation

(a) Statement of compliance

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

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented.

These financial statements were authorized for issue by the Board of Directors on April 15, 2026.

(b) Basis of preparation

The financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for certain financial assets and liabilities measured at fair value. The functional and presentation currency of the Company is the Canadian dollar.

The preparation of the financial statements requires that management make estimates, judgments, and assumptions based on available information. Accordingly, actual results may differ from estimates as future confirming events occur. Significant estimates and judgments used in the preparation of the financial statements are disclosed in Note 3.

1. Material Accounting Policy Information

(a) Significant accounting estimates and judgments

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

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OCUMETICS TECHNOLOGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

Estimates, judgments, and underlying assumptions are reviewed on an ongoing basis and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

Estimates

Critical estimates exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Share-based payment transactions

The Company uses the Black-Scholes Option Pricing Model to determine the fair value of stock options and share purchase warrants issued. This model requires the input of subjective assumptions including expected share price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company's loss and equity reserves.

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 Company 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.

Useful lives of intangible assets

Following initial recognition, the Company carries the value of intangible assets at cost less accumulated amortization and any accumulated impairment losses. Amortization is recorded on a straight-line basis based upon management's estimate of the useful life and residual value. The estimates are reviewed at least annually and are updated if expectations change as a result of technical obsolescence or legal and other limits to use.

Market interest rate

The Company makes estimates relating to the selection of an appropriate market rate of interest to discount non-interest or low-interest rate loans.

Convertible debentures and loans payable

The Company makes estimates relating to the selection of an appropriate market rate of interest to discount contractual interest and principal payments of the compound financial instrument. There are also estimates relating to the fair value of embedded features which requires determining the most appropriate valuation model and the most appropriate inputs to the valuation model.

Judgments

The key areas of judgment that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:

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OCUMETICS TECHNOLOGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

Going concern

The assessment of the Company's ability to continue as a going concern involves management judgment about the Company's resources and future prospects. In assessing whether this assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. This assessment is based upon planned actions that may or may not occur for a number of reasons including the Company's own resources and external market conditions.

Impairment of intangible assets

The application of the Company's accounting policy for intangible assets requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized, events or changes in circumstances indicate that the carrying amount may not be recoverable, the amount capitalized is written off in profit or loss in the period the new information becomes available.

Upon retirement or disposal, the cost of the asset disposed of and the related accumulated amortization are removed from the accounts and any gain or loss is reflected in profit or loss.

Taxes

The Company recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available to utilize the Company's deductible temporary differences which are based on management's judgment on the degree of future taxable profits. To the extent that future taxable profits differ significantly from the estimates impacts the amount of the deferred tax assets management judges is probable.

Short-term investments

Short-term investments consist of Canadian Guaranteed Investments which have been designated as fair value through profit and loss. As at each period end, short-term investments are recorded at fair value, with changes recognized in the statement of loss and comprehensive loss.

(b) Cash

Cash and cash equivalents are comprised of cash in banks and all short-term investments that are highly liquid in nature, cashable, and have an original maturity date of three months or less.

(c) Equipment

Equipment is recorded at cost, net of accumulated depreciation and any accumulated impairment losses. Expenditures that materially increase the life of the assets are capitalized. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a declining balance basis at 20% per annum which estimates the equipment's life.

The assets' residual values, useful lives and methods of depreciation are reviewed at each financial year-end and adjusted prospectively, if appropriate. An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is include in loss and comprehensive loss in the year the asset is derecognized.

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OCUMETICS TECHNOLOGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

(d) Intangible assets

Intangible assets including intellectual property are measured at cost less accumulated amortization and accumulated impairment losses. Initial costs and subsequent costs that increase the expected future economic benefits incurred under the license agreement and intellectual property are capitalized and amortized from the date of capitalization on a straight-line basis over their estimated useful lives determined based on the expiry of the key patents underlying the intellectual property. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. If, after expenditures are capitalized, events or changes in circumstances indicate that the carrying amount may not be recoverable, the amount capitalized is written off in profit or loss in the period the new information becomes available.

Patents comprises patents which are in the application process and are pending the grant and registration of the patent. Amortization commences upon successful completion of the patent application, being the patent grant date.

Upon retirement or disposal, the cost of the asset disposed of and the related accumulated amortization are removed from the accounts and any gain or loss is reflected in profit or loss.

(e) Impairment of non-financial assets

The carrying amounts of the Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of loss and comprehensive loss.

The recoverable amount of an asset is the greater of an asset's fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

(f) Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the respective instrument. At initial recognition, the Company measures a financial asset or a financial liability at its fair value plus or minus, in the case of a financial asset or a 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 the financial liability.

Financial assets

The Company will classify financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss, based on its business model for managing the financial asset and the financial asset's contractual cash flow characteristics. The three categories are defined as follows:

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OCUMETICS TECHNOLOGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

Amortized cost - a financial asset is measured at amortized cost if both of the following conditions are met:

• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Company's share subscriptions receivable is measured at amortized cost.

Fair value through other comprehensive income ("FVTOCI") - financial assets are classified and measured at FVTOCI if they are held in a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets. The Company does not have any financial assets classified as FVTOCI.

Fair value through profit or loss ("FVTPL") - any financial assets that are not held in one of the two business models mentioned are measured at FVTPL. The Company's cash and cash equivalents is classified as FVTPL.

When, and only when, the Company changes its business model for managing financial assets it must reclassify all affected financial assets.

Impairment

An 'expected credit loss' impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

For the periods presented, the Company did not record any expected credit loss.

Financial liabilities

The Company's financial liabilities include accounts payable and accrued liabilities, promissory note, due to related parties and convertible debentures. The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:

FVTPL - This category comprises derivatives or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statements of financial position at fair value with changes in fair value recognized in the statements of loss and comprehensive loss. The Company does not have any financial liabilities measured at FVTPL.

Amortized cost - Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading or designated as at FVTPL, are measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis. The Company's accounts payable and accrued liabilities, promissory note, due to related parties and convertible debentures are classified at amortized cost.

After initial recognition, an entity cannot reclassify any financial liability.

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OCUMETICS TECHNOLOGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

(g) Foreign currency translation

The functional and reporting currency is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the statement of financial position date. Non-monetary items are translated using the historical rate on the date of the transaction. Revenue and expenses are translated at average rates for the periods. Foreign exchange gains and losses are included in the statements of loss and comprehensive loss.

(h) Convertible debenture

The convertible debentures are compound financial instruments for accounting purposes and consist of a liability and an equity component. The host contract is a liability accounted for at its amortized cost; the conversion feature is accounted for as an equity component. The Company's policy for accounting for individual components of convertible notes upon recognition is to discount the debt component using an estimated discount rate for a similar debt instrument without a conversion feature and allocating the residual value to the equity components.

(i) Taxes

Current tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the statement of loss and comprehensive loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

(j) Share-based payments

The grant date fair value of share-based payment awards granted to employees is recognized as stock-based compensation expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

---

OCUMETICS TECHNOLOGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

Where equity instruments are granted to parties other than employees, they are recorded by reference to the fair value of the services received. If the fair value of the services received cannot be reliably estimated, the Company measures the services received by reference to the fair value of the equity instruments granted, measured at the date the counterparty renders service.

All equity-settled share-based payments are reflected in contributed surplus, unless exercised. Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, adjusted for any consideration paid.

The Company may grant restricted share units ("RSUs") under its RSU plan.

The RSU's granted entitle the holder to the issuance of common shares upon vesting with terms determined by the Company's Board of Directors at the time of the grant. RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Expense is recognized over the vesting period. A forfeiture rate is estimated on the date of grant and is adjusted to reflect the actual number of awards that vest. Upon settlement, the value of RSUs initially recognized in reserves is reclassified to share capital.

(k) Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares are classified as equity instruments. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(l) Loss per share

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted loss per share, whereby all "in the money" stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share is the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive.

(m) Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate:

• the technical feasibility of completing the intangible asset so that the asset will be available for use or sale
• its intention to complete and its ability and intention to use or sell the asset
• how the asset will generate future economic benefits
• the availability of resources to complete the asset
• the ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete, and the asset is available for use. It is amortised over the period of expected future benefit and is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.

---

OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

(n) Accounting standards issued but not yet effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended December 31, 2025, and have not been early adopted in preparing these financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company's financial statements.

The Company is in the process of determining the impact of the following new and amended standards on its future financial statements:

i) The IASB has issued classification and measurement and disclosure amendments to IFRS 9 and IFRS 7 with an effective date for years beginning on or after January 1, 2026 with earlier application permitted. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities and introduce a new exception for some financial liabilities settled through an electronic payment system. Other changes include a clarification of the requirements when assessing whether a financial asset meets the solely payments of principal and interest criteria and new disclosures for certain instruments with contractual terms that can change cash flows.

ii) IFRS 18, Presentation and Disclosure in Financial Statements is a new standard that will provide new presentation and disclosure requirements and replace International Accounting Standard 1, Presentation of Financial Statements (IAS 1). IFRS 18 introduces changes to the structure of the income statement; provides required disclosures in financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and provides enhanced principles on aggregation and disaggregation in financial statements. Many other existing principles in IAS 1 have been maintained. IFRS 18 is effective for years beginning on or after January 1, 2027, with earlier application permitted.

4. Equipment

Costs:	Equipment $
Balance, December 31, 2023	75,421
Additions	-
Balance, December 31, 2024	75,421
Additions	-
Balance, December 31, 2025	75,421
Accumulated Depreciation:
Balance, December 31, 2023	7,542
Additions	13,576
Balance, December 31, 2024	21,118
Additions	10,861
Balance, December 31, 2025	31,979
Net Book Value:
Balance, December 31, 2024	54,303
Balance, December 31, 2025	43,442

---

OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

5. Intangible Assets

On April 12, 2012, Ocumetics entered into an Amended and Restated License Agreement (“License Agreement”) with Ventura Holding Ltd. (“Ventura”), a related party with certain common shareholders (Note 6), for the worldwide and exclusive right to utilize novel technologies, comprising intuitive suspension systems for accommodating and fixed focus lenses and related patents and improvements (the “Intellectual Property”). The License Agreement set out the consideration as follows:

• an initial lump sum payment of $500,000 which amount shall be paid within 12 months from the achievement of Commercialization. Under the License Agreement, Commercialization is achieved when Ocumetics has sold at least 1,000 units per month to paying third-party customers for at least nine consecutive months, or at least 6,000 units, in the aggregate, over a nine-month period;
• 5,700,000 Common shares of Ocumetics plus accumulated legal fees and other fees and expenses relating to the development, registration and maintenance of the Intellectual Property prior to April 12, 2012;
• from time to time as accrued by Ventura, the total amount of all accumulated legal fees and other fees and expenses of relating to the development, registration and maintenance of any Intellectual Property; and,
• an annual royalty of 1% of the Ocumetics net income derived from the rights granted under the License Agreement to the Intellectual Property, calculated based on the fiscal year of Ocumetics and payable within two months after the end of each fiscal year in immediately available funds.

On January 28, 2021, Ocumetics purchased the Intellectual Property from Ventura pursuant to the Amended and Restated Intellectual Property Transfer Agreement between Ventura and Ocumetics dated January 28, 2021 (the “IP Transfer Agreement”) for a purchase price of $500,000 that was paid through the issuance of a non-interest-bearing promissory note (the “Promissory Note”) repayable 12 months after the achievement of Commercialization. Upon the occurrence of an event of default under the Promissory Note, the Principal Amount shall be immediately due and payable in full and Ventura shall be entitled to call its loan. Ocumetics and Ventura also entered into royalty agreement for the payment to Ventura of royalties of 2% of net sales derived from the Intellectual Property (the “Royalty Agreement”). The License Agreement was terminated upon the transfer of the Intellectual Property under the IP Transfer Agreement. The $500,000 that was due under the License Agreement was replaced by the Promissory Note and the 1% royalty that was due under the License Agreement was replaced by the 2% royalty payable under the Royalty Agreement. As at December 31, 2025, Ocumetics has not yet derived any income subject to the royalty fee and as such no liability or commitment has been recorded in this regard.

The following is a continuity schedule of intangible assets:

	Intellectual Property	Patents	Total
	$	$	$
Cost:
Balance, December 31, 2023	1,287,487	164,181	1,451,668
Additions	11,502	73,354	84,856
Patents granted	24,615	(24,615)	-
Balance, December 31, 2024	1,323,604	212,920	1,536,524
Additions	4,350	121,733	126,083
Patents granted	62,939	(62,939)	-
Balance, December 31, 2025	1,390,893	271,714	1,662,607

---

OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

5. Intangible Assets (continued)

Accumulated amortization:
Balance, December 31, 2023	794,115	-	794,115
Additions	120,728	-	120,728
Balance, December 31, 2024	914,843	-	914,843
Additions	138,513	-	138,513
Balance, December 31, 2025	1,053,356	-	1,053,356
Net book value:
Balance, December 31, 2024	408,761	212,920	621,681
Balance, December 31, 2025	337,537	271,714	609,251

6. Related Party Transactions and Balances

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 compensation

The Company has identified its directors and certain senior officers of the Company, who have the authority and responsibility for planning, directing and controlling the activities of the Company, as key management personnel. All related party transactions were incurred in the normal course of operations and initially recorded at fair value.

Year ended	December 31, 2025	December 31, 2024
	$	$
Consulting fees, Chief Executive Officer	276,580	270,553
Consulting fees, Chief Scientific Officer	108,000	108,000
Consulting fees, Chief Financial Officer (1)	151,875	160,350
Consulting fees, Chief Medical Officer	336,072	326,458
Consulting fees, Directors	17,000	60,000
Share-based compensation	671,262	171,304
	1,560,789	1,096,665

(1) In addition to the amount above, for the year ended December 31, 2025, accounting services in the amount of $57,800 were paid to a company controlled by a director and officer of the Company (2024 - $59,300).

In addition to the transactions above, the Company incurred legal fees in the amount of $135,610 for the year ended December 31, 2025 (2024 - $98,328) with a legal firm, one of whose partners is the spouse of a director and officer of the Company.

Summary of related party balances:

All amounts due to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

Year ended	December 31, 2025	December 31, 2024
	$	$
Due to Ventura (Note 5)	466,194	440,170
Due to Chief Financial Officer *	13,219	17,325
Due to Director *	-	5,000
Due to CEO *	32,537	31,614
Due to Chief Medical Officer *	13,837	28,951
	525,787	523,060

• Included in accounts payable and accrued liabilities.

---

OCUMETICS TECHNOLOGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

1. Related Party Transactions and Balances (continued)

As at December 31, 2025, apart from the balance stated above, $56,874 (2024 - $8,034) is payable to a legal firm, one of whose partners is the spouse of a director and officer of the Company. These amounts are included in accounts payable and accrued liabilities.

As at December 31, 2025, $389,440 of the amount due to Ventura has been presented as non-current (2024 - $353,966) as management does not expect that Commercialization (Note 5) will take place within 12 months after the reporting period. The amount due represents the $500,000 promissory note, discounted at 9.59%, being a market rate of interest of similar debt on the date of issuance, which resulted in a capital contribution of $256,715 on the date of issuance. The loan is discounted over a period equivalent to the life of the key patent which expires on August 12, 2028. During the year ended December 31, 2025, accretion was recorded on the loan for $35,474 (2024 - $32,326).

1. Convertible Debentures

On May 22, 2024, the Company issued Tranche 1 of a non-brokered private placement of secured convertible debentures, with a face value of $3,000,000, (the "Tranche 1 Debentures") having an aggregate face value of up to $4,000,000 (the "Debentures"). The Tranche 1 Debentures were subject to an original issue discount of 6%, resulting in net proceeds to the Company of $2,820,000, less closing costs of $118,488. The Tranche 1 Debentures mature on May 22, 2026.

On June 19, 2024, the Company issued Tranche 2 of the Debentures (the "Tranche 2 Debentures") with a face value of $1,000,000. The Tranche 2 Debentures were subject to an original issue discount of 6%, resulting in net proceeds to the Company of $940,000, less closing costs of $39,496. The Tranche 2 Debentures mature on June 19, 2026.

On February 10, 2026, the Company entered into a forbearance agreement with the holders of its secured convertible debentures (the "Debentures"). Pursuant to the forbearance agreement, the debentureholders agreed to forbear from demanding payment of the Debentures and from taking any steps to realize upon any security granted in respect of the Debentures until June 19, 2027 notwithstanding the maturity of the Debentures (see Subsequent Event - Note 12).

The Debentures bear interest at a rate of 18% per annum, compounded annually, and payable on maturity. The Company may prepay the indebtedness under the Debentures at any time upon ninety (90) days prior written notice, without penalty.

The Debentures are convertible, at the option of the Debenture holder, into common shares of the Company at a conversion price of $0.32 per share. Interest is convertible into common shares of the Company pursuant to shares for debt applications, from time to time, at the option of the Debenture holder. The Debentures are secured by a general security agreement on the personal property of the Company. The Debentures and the common shares issuable upon the conversion of the Debentures are subject to a four-month hold period.

The Debentures were determined to meet the definition of a compound financial instrument and the Debenture's embedded conversion feature was determined to meet the definition of an equity component. The debt component is valued at issuance at the present value (taking into account the credit risk of the Company) of the future cash flows of an instrument with the same characteristics (maturity, cash flows, security) but without any option for conversion or redemption in shares. The residual of the net proceeds from the issuance of the instrument are recorded as equity. The fair value of the debt component was recognized at $2,992,516 using a discount rate of 27%. The fair value of the conversion feature, being the residual amount was determined to be $636,233 and was recorded in contributed surplus on the statement of financial position. The total transaction cost was allocated to the debt component and the equity component of the convertible debenture on a pro-rata basis of $131,251 and $26,734 accordingly.

The liability portion of the Debentures was recorded at its amortized cost as at December 31, 2025 using an effective interest rate of 32%.

---

OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

7. Convertible Debentures (continued)

The following table represents a summary of the Company's debt and equity components of the Debentures:

	$
Gross proceeds	4,000,000
Less: 6% discount	(240,000)
Net proceeds	3,760,000
Conversion option (equity)	(636,233)
Closing costs related to convertible debentures	(131,251)
Prepayment option on convertible debentures	-
Host convertible debentures on recognition	2,992,516
Add: Interest accrued during the year	428,055
Add: Accretion of convertible debentures for the year	178,674
Convertible debentures at December 31, 2024	3,599,245
Add: Interest accrued during the year	797,050
Add: Accretion of convertible debentures for the year	513,786
Convertible debentures at December 31, 2025	4,910,081

8. Share Capital

(a) Authorized

• Unlimited number of voting common shares

(b) Issued

During the year ended December 31, 2024, the Company issued the following shares:

(i) On January 15, 2024, the Company completed a private placement of 1,301,875 units ("Units") at a price of $0.32 per Unit for gross proceeds of $416,600. Each Unit consists of one common share in the share capital of the Company ("Common Share") and one-half of one common share purchase warrant. Each whole warrant ("Warrant") entitles the holder to purchase one additional Common Share at an exercise price of $0.64 for a period of two years from the date of issuance of the Warrant. The Company received $160,000 prior to December 31, 2023 for this private placement.

During the year ended December 31, 2025, the Company issued the following shares:

(i) 4,397,900 stock options were exercised at $0.125 per share for proceeds of $549,738.

(ii) On July 17, 2025, the Company completed a private placement of 3,212,462 units ("Units") at a price of $0.35 per unit for aggregate gross proceeds of $1,124,362. Each Unit consists of one common share in the share capital of the Company ("Common Share") and one-half of one common share purchase warrant. Each whole warrant ("Warrant") entitles the holder to purchase one additional Common Share at an exercise price of $0.50 for a period of 24 months from the date of issuance of the Warrant.

In connection with their services related to the sale of Units, the Company paid $68,610 to Numus Capital Corp. ("Numus") and issued warrants to Numus ("Numus Warrants") entitling Numus to purchase up to an aggregate of 196,029 Common Shares at a price of $0.50 per share for a period of 24 months.

---

OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

8. Share Capital (continued)

The Warrants and Numus Warrants are subject to an acceleration clause such that if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is at least $0.60 per Common Share for a period of 30 consecutive trading days, the expiry date of the Warrants may be accelerated by the Company to a date that is not less than 30 days after the date that notice of such acceleration is provided to the Warrant holders by way of a press release.

(iii) On December 30, 2025, the Company completed a private placement of 1,706,383 units ("Units") at a price of $0.60 per Unit ("Issue Price") for aggregate proceeds of $1,023,830 ("Proceeds"). Each Unit consists of one common share in the share capital of the Corporation ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.75 until December 30, 2028. At December 31, 2025, $694,210 of the Proceeds were held in a lawyer's trust account and were received by the Company on January 2, 2026.

In connection with the private placement, the Company paid an aggregate of $143,336 in commissions, fees and advisory fees, including cash commissions of $81,906 and $61,430 by the issuance of 102,382 Units at $0.60 per Unit ("Agent's Unit Fees"). Each Unit consists of one Common Share and one Warrant exercisable at $0.75 per Common Share until December 31, 2028. The Company also issued 136,510 Common Share purchase warrants ("Agent's Warrants"), with each warrant entitling the holder thereof to acquire one Unit at $0.60 until December 30, 2028.

(c) Warrants

A continuity schedule of share purchase warrants outstanding is as follows:

	Number	Weighted Average Exercise Price ($)
Balance, December 31, 2023	2,413,454	0.69
Issued	650,938	0.64
Balance, December 31, 2024	3,064,392	0.68
Issued	3,747,535	0.63
Expired	(2,413,454)	0.69
Balance, December 31, 2025	4,398,473	0.63

The fair value of the 650,938 share purchase warrants granted on January 15, 2024 was $63,282. The Company calculated the fair value of the 650,938 share purchase warrants using the Black-Scholes pricing model using the following assumptions:

	Year Ended December 31, 2024
Share-price	$0.35
Risk-free interest rate	3.79%
Expected volatility	79%
Dividend yield	0%
Expected life of each warrant granted	2 years
Estimated forfeiture rate	0%
Fair value per warrant	$0.10

The fair value of the 1,606,231 share purchase warrants granted on July 17, 2025 was $193,292. The Company calculated the fair value of the 1,606,231 share purchase warrants using the Black-Scholes pricing model using the following assumptions:

---

OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

1. Share Capital (continued)

	Year Ended December 31, 2025
Share-price	$0.39
Risk-free interest rate	2.81%
Expected volatility	68%
Dividend yield	0%
Expected life of each warrant granted	2 years
Estimated forfeiture rate	0%
Fair value per warrant	$0.12

The fair value of the 196,029 Numus Warrants granted on July 17, 2025 was $23,590. The Company calculated the fair value of the 196,029 share purchase warrants using the Black-Scholes pricing model using the following assumptions:

	Year Ended December 31, 2025
Share-price	$0.39
Risk-free interest rate	2.81%
Expected volatility	68%
Dividend yield	0%
Expected life of each warrant granted	2 years
Estimated forfeiture rate	0%
Fair value per warrant	$0.12

The fair value of the 1,706,383 share purchase warrants granted on December 30, 2025 was $550,660. The Company calculated the fair value of the 1,706,383 share purchase warrants using the Black-Scholes pricing model using the following assumptions:

	Year Ended December 31, 2025
Share-price	$0.62
Risk-free interest rate	2.57%
Expected volatility	86.48%
Dividend yield	0%
Expected life of each warrant granted	3 years
Estimated forfeiture rate	0%
Fair value per warrant	$0.32

The fair value of the 136,510 Agent's Warrants granted on December 30, 2025 was $48,330. The Company calculated the fair value of the 136,510 Agent's Unit Warrants using the Black-Scholes pricing model using the following assumptions:

	Year Ended December 31, 2025
Share-price	$0.62
Risk-free interest rate	2.57%
Expected volatility	86.48%
Dividend yield	0%
Expected life of each warrant granted	3 years
Estimated forfeiture rate	0%
Fair value per warrant	$0.35

---

OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

8. Share Capital (continued)

The fair value of the 102,382 warrants associated with the Agent's Unit Fees ("Agent's Fee Warrants") granted on December 30, 2025 was $33,040. The Company calculated the fair value of the 102,382 Agent's Fee Warrants using the Black-Scholes pricing model using the following assumptions:

	Year Ended December 31, 2025
Share-price	$0.62
Risk-free interest rate	2.57%
Expected volatility	86.48%
Dividend yield	0%
Expected life of each warrant granted	3 years
Estimated forfeiture rate	0%
Fair value per warrant	$0.32

(d) Options

The Company has adopted an incentive stock option plan in accordance with the policies of the Exchange (the "Stock Option Plan") which provides that the Board of Directors of the Company may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Company non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance under the Stock Option Plan shall not exceed ten percent (10%) of the issued and outstanding common shares. The Stock Option Plan provides that options shall be exercisable for the duration set out in the individual option agreements, which in no event shall exceed ten (10) years from the date such options are granted. In addition, the number of common shares reserved for issuance to any one person shall not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to any one consultant will not exceed two percent (2%) of the issued and outstanding common shares. The Board of Directors determines the price per common share and the number of common shares which may be allocated to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the Exchange.

A continuity schedule of share purchase options outstanding is as follows:

Description	Number of Options	Weighted Average Exercise Price $
Balance, December 31, 2023	10,157,117	0.167
Forfeited	(541,317)	0.340
Balance, December 31, 2024	9,615,800	0.157
Granted	732,000	1.160
Exercised	(4,397,900)	0.125
Balance, December 31, 2025	5,949,900	0.305
Exercisable, December 31, 2025	5,629,900	0.304

As at December 31, 2025, the Company had the following outstanding share purchase options:

Number of Options Outstanding	Number of Options Exercisable	Weighted Average Exercise Price ($)	Expiry date
850,000	850,000	0.125	April 12, 2026
2,767,900	2,767,900	0.125	August 27, 2026
1,600,000	1,280,000	0.32	June 12, 2028
732,000	732,000	1.160	October 14, 2030
5,949,900	5,629,900	0.305

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OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

8. Share Capital (continued)

On October 15, 2025, the Company issued 732,000 incentive stock options to directors of the Company pursuant to the terms of the stock option plan of the Company. Each option entitles the holder thereof to purchase one common share in the capital of the Company, at an exercise price per common share of $1.16 for a period of five years. The stock options will vest immediately.

The Company estimated the fair value of the 732,000 incentive stock options granted on October 15, 2025 using the Black-Scholes pricing model using the following assumptions:

	Year Ended December 31, 2025
Share-price	$1.16
Risk-free interest rate	2.69%
Expected volatility	89%
Dividend yield	0%
Expected life of each option granted	5 years
Estimated forfeiture rate	0%
Fair value per option	$0.81

The Company recognized $671,262 of stock-based compensation expense during the year ended December 31, 2025 (2024 - $171,304).

At December 31, 2025, the weighted average remaining contractual life of the outstanding options is 1.59 years (2024 - 1.76 years).

(e) Restricted Share Units

The Company has adopted restricted share unit plan in accordance with the policies of the Exchange (the "RSU Plan") which provides that the Board of Directors of the Company may from time to time, in its discretion, grant non-transferable restricted share units ("RSUs"). Each vested RSU shall entitle the holder to receive one common share in the share capital of the Company (each, a "Share"), provided that the total number of Shares that may be reserved for issuance from treasury in connection with the RSUs granted pursuant to the RSU Plan shall not exceed 11,976,797 Shares.

Unless the Company has obtained disinterested shareholder approval as provided for by the policies of the TSX Venture Exchange (the "Policies"), (a) the maximum number of Shares that are issuable pursuant to all Security Based Compensation (as defined by the Exchange) ("SBC") granted or issued to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares of the Company at any point in time (the "Insider Limit"), (b) the maximum number of Shares that are issuable pursuant to all SBC granted or issued in any 12-month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares, calculated as at the date any SBC is granted or issued to any Insider, (c) the maximum number of Shares issuable pursuant to SBC grants to any one person in any 12-month period must not exceed 5% of the issued and outstanding Shares, calculated on the date the SBC is granted or issued to the person; and (d) the maximum number of Shares issuable pursuant to SBC granted to any one consultant in any 12-month period must not exceed 2% of the issued and outstanding Shares, calculated on the date of grant or issuance.

On January 24, 2025, the Company issued 5,000,000 RSUs under the Company's RSU Plan to a company controlled by the President and Chief Executive Officer of the Company (the "Consultant"). The RSUs shall vest upon the achievement of certain performance milestones, up to a maximum of 5,000,000 RSUs, provided that in no event shall any RSU vest until one year after the date of grant. All non-vested RSUs shall expire on January 23, 2030, subject to earlier termination if the Consultant ceases to be an eligible participant under the RSU Plan. Each vested RSU shall entitle the Consultant to receive one Common Share in the share capital of the Company.

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OCUMETICS TECHNOLOGY CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

8. Share Capital (continued)

The Company recognized $312,509 of stock-based compensation expense related to the RSUs during the year ended December 31, 2025 (2024 - $Nil).

As at December 31, 2025, the Company had 5,000,000 RSUs outstanding (2024 - Nil).

(f) Loss per share

The calculation of weighted average shares outstanding for the diluted loss per share calculation excludes the impact of the options and warrants outstanding as at December 31, 2025 and 2024 as the effect is anti-dilutive.

9. Capital Risk Management

The capital structure of the Company consists of all components of shareholders' equity. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, to provide an adequate return to shareholders, to meet external capital requirements on the Company's debt and credit facilities and preserve financial flexibility in order to benefit from potential opportunities that may arise.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements. There has been no change in the Company's approach to capital management during the year ended December 31, 2025.

10. Financial Instruments and Risk Management

The Company, as part of its operations, carries financial instruments consisting of cash and cash equivalents, share subscription receivable, accounts payable and accrued liabilities, promissory note, due to related parties and convertible debentures. It is management's opinion that the Company is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed.

Fair values and classification

Fair value represents the price at which a financial instrument could be exchanged in an orderly market, in an arm's length transaction between knowledgeable and willing parties who are under no compulsion to act. 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:

i. Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
ii. Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
iii. Level 3 – Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumption that market participants would use in pricing.

The fair values of share subscription receivable, accounts payable and accrued liabilities and due to related parties approximates their carrying values due to the relatively short-term maturity of these instruments. The carrying value of the promissory note and convertible debentures approximates fair value due to the market rate of interest utilized in the calculation. Cash and cash equivalents are measured at fair value on a recurring basis using level 1 inputs.

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OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

10. Financial Instruments and Risk Management (continued)

Financial instrument risk exposure

The Company's financial instruments are exposed to certain financial risks, including credit risk, currency risk, interest risk and liquidity risk.

(a) Credit risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and share subscription receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions and share subscription receivable is supported by committed investors. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk. The Company's maximum credit risk is equal to the carrying value of cash and share subscription receivable at December 31, 2025 and December 31, 2024.

(b) Currency risk

The Company is subject to foreign currency risk due to some of its financial instruments being denominated in foreign currencies. There is a risk of earnings fluctuations arising from changes in and the degree of volatility of foreign exchange rates arising on foreign monetary liabilities. As at December 31, 2025 a 10% fluctuation in the CAD:USD rate would result in an impact of $18,316 on net loss. As at December 31, 2025, accounts payable and accrued liabilities were denominated in Canadian dollars, US dollars and Euros.

(c) 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 manages its interest rate risk by maximizing the interest earned on excess funds while maintaining the liquidity necessary to fund daily operations. The Company is not exposed to significant interest rate risk as its promissory note is non-interest bearing and its convertible debentures incur interest at a fixed rate.

(d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs. The Company's accounts payable and accrued liabilities, and due to related parties have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. The Company currently has current assets of $1,251,977 to settle current liabilities of $549,108. Convertible debentures recorded as a current liability are not payable until June 19, 2027 pursuant to a forbearance agreement signed on February 20, 2026 (see Subsequent Event – Note 12).

11. Taxes

A reconciliation of taxes at statutory rates with the reported taxes is as follows:

Year ended	December 31, 2025	December 31, 2024
	$	$
Net loss before income taxes	(5,373,327)	(3,022,158)
Canadian statutory income tax rate	23%	23%
Expected income tax recovery at statutory rate	(1,235,865)	(695,096)
Tax effect of:
Permanent differences and others	226,267	(29,071)
Change in unrecognized deferred income tax assets	1,009,598	687,167
Income tax recovery	-	(37,000)

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OCUMETICS TECHNOLOGY CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

11. Taxes (continued)

Components of deferred tax asset (liability) are as follows:

Year ended	December 31, 2025	December 31, 2024
	$	$
Deferred tax asset
Non-capital losses carried forward	25,429	70,561
Deferred tax liability
Convertible debentures	-	(36,974)
Promissory note	(25,429)	(33,587)
Net deferred income tax asset (liability)	-	-

Deferred tax assets have not been recognized in respect to the following gross temporary differences because it is not probable that they will be utilized:

Year ended	December 31, 2025	December 31, 2024
	$	$
Non-capital losses carried forward	13,056,083	9,022,675
Intangible assets	46,321	46,758
Share and debt issuance costs	462,852	148,355
Convertible debenture	353,031	-
Net deferred income tax assets	13,918,287	9,217,788

The Company's non-capital losses are available to reduce future taxable income and will commence to expire in fiscal 2033.

12. Subsequent Event

On February 10, 2026, the Company entered into a forbearance agreement with the holders of its secured convertible debentures (the "Debentures"). Pursuant to the forbearance agreement, the debentureholders agreed to forbear from demanding payment of the Debentures and from taking any steps to realize upon any security granted in respect of the Debentures until June 19, 2027 notwithstanding the maturity of the Debentures. The Company may prepay the indebtedness under the Debentures at any time upon ninety (90) days prior written notice, without penalty.

Principal continues to be convertible at the option of the holder into common shares of the Company at a conversion price of $0.32 per share to and including the original maturity dates (May 22, 2026 and June 19, 2026).

In consideration for the forbearance, the Company issued 9,153,277 share purchase warrants ("Warrants") to the debentureholders, each Warrant entitling the holder thereof to purchase one common share at an exercise price of $0.58 until June 19, 2027 (the "Expiry Date").

If the Debentures are repaid or converted in whole or in part prior to February 10, 2027, a percentage of the Warrants equal to the percentage of the amount of the indebtedness repaid or converted will be amended to the later of (a) one year from the date of issuance, and (b) 30 days from the date of the repayment or conversion. The Expiry Date of all other Warrants shall remain June 19, 2027.