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OCUMETICS TECHNOLOGY CORP. Interim / Quarterly Report 2025

Nov 24, 2025

47569_rns_2025-11-24_2b7b5d69-8b0b-4011-ae0b-c42fead8a121.pdf

Interim / Quarterly Report

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ocumetics TECHNOLOGY CORP

CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
AND SEPTEMBER 30, 2024

(Expressed in Canadian Dollars)

Notice of No Auditor Review of Condensed Interim Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying condensed interim financial statements of Ocumetics Technology Corp. (the "Company") have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these condensed interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.


OCUMETICS TECHNOLOGY CORP.
INTERIM STATEMENTS OF FINANCIAL POSITION
AS AT SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

September 30, 2025 December 31, 2024
$ $
Assets
Current assets
Cash and cash equivalents 905,410 195,186
Short-term investments - 1,378,760
Goods and services tax receivable 10,347 12,930
Prepaid expenses and deposits 46,456 60,320
Total current assets 962,213 1,647,196
Non-current assets
Equipment (Note 4) 46,158 54,303
Intangible assets (Note 5) 624,347 621,681
Total assets 1,632,718 2,323,180

Liabilities

Current liabilities
Accounts payable and accrued liabilities (Note 6) 519,089 229,446
Due to related parties (Note 6) 76,754 76,754
Convertible debentures (Note 7) 4,540,584 -
5,136,427 306,200
Non-current liabilities
Promissory note (Note 6) 380,178 353,966
Convertible debentures (Note 7) - 3,599,245
Total liabilities 5,516,605 4,259,411

Shareholders' deficiency

Share capital (Note 8) 9,212,870 7,799,179
Warrants reserve (Note 8) 280,164 324,101
Contributed surplus 2,206,105 2,140,288
Deficit (15,583,026) (12,199,799)
Total shareholders' deficiency (3,883,887) (1,936,231)
Total liabilities and shareholders' deficiency 1,632,718 2,323,180

Going concern (Note 1)
Subsequent event (Note 11)

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

Approved and authorized for issuance on behalf of the Board of Directors on November 20, 2025.

/s/ Garth Webb
Garth Webb, Director

/s/ Roger Jewett
Roger Jewett, Director


OCUMETICS TECHNOLOGY CORP.

INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

For the three months ended For the nine months ended
September 30 September 30
2025 2024 2025 2024
$ $ $ $
Expenses
Research and development 498,751 188,746 1,156,357 621,703
Consulting fees (Note 6) 227,704 240,767 707,571 759,645
Interest and accretion (Note 6) 136,585 8,219 384,646 23,908
Marketing 49,932 1,704 114,803 (5,929)
Professional fees 32,829 41,006 92,760 80,224
Office and general 31,080 11,411 54,442 34,811
Depreciation and amortization (Note 4,5,7) 33,266 62,545 99,798 139,812
Listing costs 11,768 9,449 35,403 34,174
Patent fees 39,382 - 66,118 67,455
Share-based compensation (Notes 6,8) 15,763 36,232 60,964 139,183
Foreign exchange loss 10,607 3,609 18,430 29,843
Total expenses 1,087,667 603,688 2,791,292 1,924,829
Loss from operations (1,087,667) (603,688) (2,791,292) (1,924,829)
Other income
Interest income 4 22,138 (9,031) 28,799
Other expenses
Interest on convertible debentures (214,146) (181,479) (582,904) (266,301)
Net loss and comprehensive loss (1,301,809) (763,029) (3,383,227) (2,162,331)
Net loss per share
Basic and diluted (Note 8) (0.01) (0.01) (0.03) (0.02)
Weighted average number of common shares outstanding 123,267,561 119,767,979 120,952,270 119,696,708

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


OCUMETICS TECHNOLOGY CORP.

INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY DEFICIENCY)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND YEAR ENDED 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 $
Balance, December 31, 2022 111,191,550 5,356,195 45,000 - 970,210 (5,534,000) 837,405
Shares issued 6,544,554 1,995,289 (45,000) 260,819 - - 2,211,108
Shares issuance costs - (52,984) - - - - (52,984)
Exercise of options 730,000 152,941 - - (64,816) - 88,125
Commitment to issue shares - - 160,000 - - - 160,000
Share-based payments - - - - 491,091 - 491,091
Net loss for the year - - - - - (3,643,641) (3,643,641)
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
Shares 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 3,212,462 931,069 - 193,292 - - 1,124,361
Share issuance costs - (120,072) - 23,590 - - (96,482)
Share-based payments - - - - 60,964 - 60,964
Exercise of options 2,773,950 602,694 - - (255,966) - 346,728
Expiry of warrants - - - (260,819) 260,819 - -
Net loss for the period - - - - - (3,383,227) (3,383,227)
Balance, September 30, 2025 125,754,391 9,212,870 - 280,164 2,206,105 (15,583,026) (3,883,887)

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


OCUMETICS TECHNOLOGY CORP.

INTERIM STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

(All amounts expressed in Canadian dollars unless indicated otherwise)

For the three months ended For the nine months ended
September 30 September 30
2025 2024 2025 2024
$ $ $ $
Cash flows provided by (used in):
Operating activities
Net loss (1,301,809) (763,029) (3,383,227) (2,162,331)
Items not affecting cash:
Depreciation and amortization (Note 4,5,7) 33,266 62,545 99,798 139,812
Share-based compensation (Note 8) 15,763 36,232 60,964 139,183
Interest accrued (Note 7) 214,146 181,479 582,904 266,301
Interest and accretion (Note 6) 136,585 27,968 384,646 50,685
Changes in non-cash working capital:
Goods and services tax receivable (1,216) 19,688 2,583 38,411
Prepaid expenses and deposits (21,250) (39,356) 13,864 (47,915)
Accounts payable and accrued liabilities 91,925 (116,591) 289,644 (440,111)
Net cash used in operating activities (832,590) (591,064) (1,948,824) (2,015,965)
Investing activities
Redemption (purchase) of short-term investments - - 1,378,760 -
Payments for intellectual property (Note 5) - (1,835) (500) (8,034)
Payments for patents (Note 5) (41,934) (29,610) (93,819) (61,367)
Cash provided by (used in) investing activities (41,934) (31,445) 1,284,441 (69,401)
Financing activities
Net proceeds from issuance of shares (Note 8) 1,124,361 - 1,124,361 416,600
Share issuance costs (Note 8) (96,482) - (96,482) (5,580)
Commitment to issue shares (Note 8) - - - (160,000)
Proceeds from options exercised (Note 8) 340,478 - 346,728 -
Convertible debentures received (Note 7) - - - 3,602,017
Cash provided by financing activities 1,368,357 - 1,374,607 3,853,037
Change in cash 493,833 (622,509) 710,224 1,767,671
Cash, beginning of period 411,577 2,626,009 195,186 235,829
Cash, end of period 905,410 2,003,500 905,410 2,003,500

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


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 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 changed its name from Quantum Blockchain Technologies Ltd. ("Quantum") to Ocumetics Technology Corp. on August 27, 2021 and 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 interim 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 September 30, 2025, the Company has not generated any revenues from operations and for the nine months ended September 30, 2025 has incurred a net loss of $3,383,227, negative cash flows from operations of $1,948,824 and has an accumulated deficit of $15,583,026. 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 interim financial statements have been prepared in accordance with IFRS® Accounting Standards ("IFRS") 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 interim financial statements were authorized for issue by the Board of Directors on November 20, 2025.

(b) Basis of preparation

The interim 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 interim 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.


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 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 earnings (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.

Estimated useful lives and depreciation of equipment

Depreciation of equipment is dependent upon and estimate of the useful life of equipment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets.

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:


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 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 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.

(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


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

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:

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 goods and services taxes receivable is measured at amortized cost.


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

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 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.

(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.


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

  1. Material Accounting Policy Information (continued)

(h) Convertible debentures

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.

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 stock options reserve, unless exercised. Upon exercise, shares are issued from treasury and the amount reflected in stock options reserve is credited to share capital, adjusted for any consideration paid.

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

10


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

3. Material Accounting Policy Information (continued)

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.

(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 commencing January 1, 2025, and have not been early adopted in preparing these interim 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 interim financial statements.


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

4. Equipment

Costs: Equipment $
Balance, December 31, 2023 75,421
Additions -
Balance, December 31, 2024 75,421
Additions -
Balance, September 30, 2025 75,421
Accumulated Depreciation:
Balance, December 31, 2023 7,542
Depreciation 13,576
Balance, December 31, 2024 21,118
Depreciation 8,145
Balance, September 30, 2025 29,263
Net Book Value:
Balance, December 31, 2023 67,879
Balance, December 31, 2024 54,303
Balance, September 30, 2025 46,158

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


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

5. Intangible Assets (continued)

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 September 30, 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, 2022 1,235,000 149,915 1,384,915
Additions 3,619 63,134 66,753
Patents granted 48,868 (48,868) -
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 500 93,819 94,319
Balance, September 30, 2025 1,324,104 306,739 1,630,843
Accumulated amortization:
Balance, December 31, 2022 684,037 - 684,037
Additions 110,078 - 110,078
Balance, December 31, 2023 794,115 - 794,115
Additions 120,728 - 120,728
Balance, December 31, 2024 914,843 - 914,843
Additions 91,653 - 91,653
Balance, September 30, 2025 1,006,496 - 1,006,496
Net book value:
Balance, December 31, 2023 493,372 164,181 657,553
Balance, December 31, 2024 408,761 212,920 621,681
Balance, September 30, 2025 317,608 306,739 624,347

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.


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

  1. Related Party Transactions and Balances (continued)
For the nine months ended September 30, 2025 September 30, 2024
$ $
Consulting fees, Chief Executive Officer 207,444 202,007
Consulting fees, Chief Scientific Officer 81,000 81,000
Consulting fees, Chief Financial Officer (1) 108,000 124,350
Consulting fees, Chief Medical Officer 252,327 242,888
Consulting fees, Directors 17,000 45,000
Share-based compensation 60,964 139,184
726,735 834,429

(1) In addition to the amount above, for the nine months ended September 30, 2025, accounting services fees in the amount of $41,800 were paid to a company controlled by a director and officer of the Company (2024 - $45,800).

In addition to the transactions above:

a) The Company incurred legal fees in the amount of $72,841 for the nine months ended September 30, 2025 (2024 - $79,635) 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.

September 30, 2025 December 31, 2024
$ $
Due to Ventura (Note 5) 466,382 440,170
Due to Chief Financial Officer * - 17,325
Due to Director * - 5,000
Due to Chief Executive Officer* - 31,614
Due to Chief Medical Officer * 27,864 28,951
494,246 523,060
  • Included in accounts payable and accrued liabilities.

As at September 30, 2025, apart from the balance stated above, $24,532 (December 31, 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 September 30, 2025, $380,178 of the amount due to Ventura has been presented as non-current (December 31, 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 nine months ended September 30, 2025, accretion was recorded on the loan for $26,212 (2024 - $23,908).

  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.

14


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

7. Convertible Debentures (continued)

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.

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 September 30, 2025 using an effective interest rate of 32%.

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 period 582,905
Add: Accretion of convertible debentures for the period 358,434
Convertible debentures at September 30, 2025 4,540,584

OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

8. Share Capital

(a) Authorized

  • Unlimited number of voting common shares

(b) Issued

During the year ended December 31, 2023, the Company issued the following shares:

(i) On February 1, 2023, the Company completed a private placement of 1,493,574 units (“Units”) at a price of $0.45 per Unit for gross proceeds of $672,108, of which $45,000 was received in the prior year. 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 $0.90 for a period of two years from the date of issuance of the Warrant.

(ii) 730,000 stock options were exercised at prices ranging from $0.10 to $0.125 for proceeds of $88,125.

(iii) On May 25, 2023, the Company issued 882,353 common shares to a company controlled by the CEO of the Company in connection with the resignation of this CEO. The common shares were valued based on the trading price of the common shares on the date of grant of $0.34 per share for a total value of $300,000.

(iv) On May 25, 2023, the Company issued 835,294 common shares to a company controlled by the CFO of the Company in connection with a retention bonus and an agreement to waive future severance entitlements. The common shares were valued based on the trading price of the common shares on the date of grant of $0.34 per share for a total value of $284,000.

(v) On July 21, 2023, the Company completed the first tranche of a private placement of 1,880,868 units (“Units”) at a price of $0.30 per Unit for net proceeds of $564,091. On August 14, 2023, the Company completed a second tranche of the private placement of a further 1,452,465 Units for net proceeds of $435,740. 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 $0.60 for a period of two years from the date of issuance of the Warrant.

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 nine months ended September 30, 2025, the Company issued the following shares:

(i) 2,773,950 stock options were exercised at $0.125 per share for proceeds of $346,728.

(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 Corporation (“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.

16


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

8. Share Capital (continued)

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 ("Agent's 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.

The Warrants and Agent's 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 Corporation 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.

(c) Escrowed

The Company is subject to the Exchange escrow requirements.

In conjunction with completion of the RTO on August 27, 2021, the Company had the following securities escrowed and released:

Description Officers and directors Seed share restrictions Quantum shares Total shares escrowed
Balance, December 31, 2022 33,750,000 10,439,991 625,000 44,814,991
Released Feb 27/28, 2023 (8,437,500) (2,610,003) (625,000) (11,672,503)
Released Aug 27/31, 2023 (8,437,500) (2,610,003) - (11,047,503)
Balance, December 31, 2023 16,875,000 5,219,985 - 22,094,985
Released Feb 27/28, 2024 (8,437,500) (2,610,003) - (11,047,503)
Released Aug 27/31, 2024 (8,437,500) (2,609,982) - (11,047,482)
Balance, December 31, 2024 and September 30, 2025 - - - -

The escrowed officer, director and seed shares are releasable from escrow as follows:

  • 10% - upon receipt of Exchange Bulletin (released August 27, 2021 / August 31, 2021)
  • 15% - February 27/February 28, 2022 (released)
  • 15% - August 27/August 31, 2022 (released)
  • 15% - February 27/February 28, 2023 (released)
  • 15% - August 27/August 31, 2023 (released)
  • 15% - February 27/February 29, 2024 (released)
  • 15% - August 27/August 31, 2024 (released)

The escrowed Quantum shares are releasable from escrow as follows:

  • 25% - upon receipt of Exchange Bulletin (released August 27, 2021)
  • 25% - February 27, 2022 (released)
  • 25% - August 27, 2022 (released)
  • 25% - February 27, 2023 (released)

(d) Warrants

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


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

8. Share Capital (continued)

Number Weighted Average Exercise Price ($)
Balance, December 31, 2022 - -
Issued 2,413,454 0.69
Balance, December 31, 2023 2,413,454 0.69
Issued 650,938 0.64
Balance, December 31, 2024 3,064,392 0.68
Issued 1,802,260 0.50
Expired (2,413,454) 0.69
Balance, September 30, 2025 2,453,198 0.54

The fair value of the 746,787 share purchase warrants granted on February 1, 2023 was $90,389. The Company calculated the fair value of the 746,787 share purchase warrants using the Black-Scholes pricing model using the following assumptions:

Year Ended December 31, 2023
Share-price $0.40
Risk-free interest rate 3.76%
Expected volatility 94%
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 940,434 share purchase warrants granted on July 21, 2023 was $96,302. The Company calculated the fair value of the 940,434 share purchase warrants using the Black-Scholes pricing model using the following assumptions:

Year Ended December 31, 2023
Share-price $0.31
Risk-free interest rate 4.58%
Expected volatility 90%
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 726,233 share purchase warrants granted on August 14, 2023 was $74,128. The Company calculated the fair value of the 726,233 share purchase warrants using the Black-Scholes pricing model using the following assumptions:

Year Ended December 31, 2023
Share-price $0.31
Risk-free interest rate 4.72%
Expected volatility 90%
Dividend yield 0%
Expected life of each warrant granted 2 years
Estimated forfeiture rate 0%
Fair value per warrant $0.10

OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

8. Share Capital (continued)

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:

Nine Months Ended September 30, 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 Agent's Warrants granted on July 17, 2025 was $23,590. The Company calculated the fair value of the 1,606,231 share purchase warrants using the Black-Scholes pricing model using the following assumptions:

Nine Months Ended September 30, 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

(e) 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


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

  1. Share Capital (continued)

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, 2022 9,287,117 0.152
Granted 2,141,317 0.325
Exercised (730,000) 0.121
Modification (541,317) 0.600
Balance, December 31, 2023 10,157,117 0.167
Forfeited (541,317) 0.340
Balance, December 31, 2024 9,615,800 0.157
Exercised (2,773,950) 0.125
Balance, September 30, 2025 6,841,850 0.171
Exercisable, September 30, 2025 6,201,850 0.155

As at September 30, 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
4,391,850 4,391,850 0.125 August 27, 2026
1,600,000 960,000 0.32 June 12, 2028
6,841,850 6,201,850 0.171

On April 24, 2023, the Company cancelled 541,317 partially vested incentive stock options that were issued to a director of the Company in November 2021 at a price of $0.60 per common share, and reissued 541,317 fully vested incentive stock options to the director with an exercise price of $0.34 per common share for a period of two years. The incremental fair value of the replacement options was not beneficial to the director and therefore no share-based compensation expense was recorded for the reissued shares.

On April 24, 2023 the Company also accelerated the vesting of 7,413,167 of its outstanding incentive stock options, such that these incentive stock options vested immediately.

On June 12, 2023, the Company issued 1,600,000 incentive stock options to a director 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 $0.32 for a period of five years. The stock options will vest over a period of three years, with 15% of the options vesting 6 months after the date of issuance, another 15% vesting after 12 months, another 15% after 18 months, another 15% after 24 months, another 20% after 30 months and the remaining 20% after 36 months.

The Company estimated the fair value of the 1,600,000 incentive stock options granted on June 12, 2023 using the Black-Scholes pricing model using the following assumptions:

20


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

  1. Share Capital (continued)
Year Ended December 31, 2023
Share-price $0.32
Risk-free interest rate 3.64%
Expected volatility 123%
Dividend yield 0%
Expected life of each option granted 5 years
Estimated forfeiture rate 0%
Fair value per option $0.27

The Company recognized $171,304 of stock-based compensation expense during the year ended December 31, 2024 (2023 - $491,091).

The Company recognized $60,964 of stock-based compensation expense during the nine months ended September 30, 2025 (2024 - $139,183).

At September 30, 2025, the weighted average remaining contractual life of the outstanding options is 1.28 years (December 31, 2024 - 1.76 years).

(f) Restricted Share Units

The Company has adopted an incentive stock option 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 Corporation's RSU Plan to a company controlled by the President and Chief Executive Officer of the Corporation (the "Consultant"). The RSUs shall vest in installments upon the achievement of certain performance milestones, up to a maximum of 5,000,000 Units, provided that in no event shall any RSU vest until one year after the date of grant. All non-vested Units 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 Unit shall entitle the Consultant to receive one Common Share in the share capital of the Corporation.

As at September 30, 2025, the Company had 5,000,000 RSUs outstanding (December 31, 2024 - Nil).

21


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

8. Share Capital (continued)

(g) 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 September 30, 2025 and December 31, 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 period ended September 30, 2025.

10. Financial Instruments and Risk Management

The Company, as part of its operations, carries financial instruments consisting of cash and cash equivalents, 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 cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities and current portion of 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.

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.

22


OCUMETICS TECHNOLOGY CORP.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024
(All amounts expressed in Canadian dollars unless indicated otherwise)

10. Financial Instruments and Risk Management (continued)

(a) Credit risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and goods and services taxes receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The goods and services taxes receivable is due from the Government of Canada and has limited credit risk. 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 goods and services taxes receivable at September 30, 2025.

(b) Currency risk

The Company's assets, liabilities, and expenses are denominated primarily in Canadian dollars. The Company's corporate office is based in Canada and current exposure to rate fluctuations is minimal. The Company does not have significant foreign currency denominated monetary liabilities.

(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.

(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's convertible debentures are due in less than one year. The Company currently has current assets of $962,213 to settle current liabilities of $5,136,427.

11. Subsequent Events

Subsequent to September 30, 2025, 732,000 incentive stock options were issued to directors, vesting immediately. Each option entitles the holder to purchase one common share at an exercise of $1.16 per common share for a period of five years.

Subsequent to September 30, 2025, 1,623,950 incentive stock options were exercised at a price of $0.125 per share for proceeds of $202,994.