Seegnal Inc.
(Formerly Reem Capital Corp.)
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

TABLE OF CONTENTS

Page

REPORT OF INDEPENDENT AUDITORS 2

CONSOLIDATED FINANCIAL STATEMENTS IN U.S. DOLLARS:
- Consolidated statements of financial position 3
- Consolidated statements of comprehensive loss 4
- Consolidated statements of changes in deficiency 5
- Consolidated statements of cash flows 6
- Notes to consolidated financial statements 7-35

The amounts are stated in U.S. dollars ($) in thousands, except per share data.

Zeifmans

INDEPENDENT AUDITORS' REPORT

To the Shareholders of Seegnal Inc.

Opinion

We have audited the consolidated financial statement of Seegnal Inc. and its subsidiaries (together, the "Group"), which comprise the consolidated statement of financial position as at December 31, 2025, and the consolidated statement of comprehensive loss, changes in deficiency and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (the "IASB").

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards ("GAAS"). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statement 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(g) of the consolidated financial statements which indicates that for the year ended December 31, 2025 the Group incurred a net loss of $6,208,000 and had negative cash flows from operating activities of $2,160,000 and as of that date, had an accumulated deficit of $36,637,000. These events or conditions along with other matters as set forth in Note 1(g), indicate that a material uncertainty exists that may cast significant doubt on the Group'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 consolidated financial statements as at and for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated 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 matter described below to be the key audit matter to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Assessment of fair value at conversion of convertible debt	Our approach to addressing the matter included the following procedures, among others:
Refer to note 1(c) – General, note 11 – convertible shareholder debentures and note 12 – convertible debentures	• We evaluated the appropriateness of the valuation methodology used by management in the circumstances;
• With the assistance of a valuation specialist, we evaluated the fair value of the convertible debt at the date of conversion;
On August 28, 2025 the Group issued 29,763,253 common shares and 25,140,119 warrants on the conversion of convertible debt. These transactions

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| resulted in the recognition of warrants with a fair value of $3,442,000 and share capital of $17,459,000.

The convertible debentures were held at fair value through profit and loss (“FVTPL”) and were recorded at fair value prior to conversion based on the fair value pf the common shares or units of common shares and common share purchase warrants issued upon conversion. Management performed an estimate of the fair value of the shares, units and warrants on the date of conversion.

We considered this a key audit matter due to the subjectivity and complexity in performing procedures to test the key assumptions used by management in determining the fair value of the common shares, units and the warrants on the date of conversion. | • We evaluated the assumptions used to value the warrants on date of conversion; and
• We assessed the appropriateness of the disclosure of the conversion of debentures in the notes to the consolidated financial statements. |
| --- | --- |

Other Matter

The consolidated financial statements as at and for the year ended December 31, 2024 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on July 30, 2025.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis (“MD&A”) but does not include the consolidated financial statements and our auditors’ report thereon.

Our opinion on the consolidated financial statements does not cover the MD&A and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the MD&A identified above and, in doing so, consider whether the MD&A is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the MD&A prior to the date of this auditors’ report. If, based on the work we have performed on this MD&A, we conclude that there is a material misstatement of this MD&A, we are required to report that fact in this auditors’ report. We have nothing to report in this regard.

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

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

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

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Zeifmans

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with GAAS 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 consolidated financial statements.

As part of an audit in accordance with GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated 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 Group’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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Zeifmans

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditors’ report is Laurence W. Zeifman, CPA, CA.

Toronto, Ontario
May 13, 2026

Zeifmans LLP
Chartered Professional Accountants
Licensed Public Accountants

Seegnal Inc.
(Formerly Reem Capital Corp.)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

	Note	December 31, 2025	December 31, 2024
ASSETS
Current assets
Cash		$ 678	$ 200
Restricted deposits		19	156
Trade receivables		-	121
Other current assets	6	141	91
Total current assets		838	568
Non-current assets
Property and equipment, net	5	3	3
Right of use assets	8	56	9
Total non-current assets		59	12
Total Assets		$ 897	$ 580
LIABILITIES AND DEFICIT
Current liabilities
Accounts payable		$ 513	$ 572
Other accounts payable and royalty provisions	7	1,063	938
Short-term portion of lease liabilities	8	43	14
Short-term portion of long-term loan from bank	9	381	-
Short-term portion of bank loan	10	-	1,053
Convertible debentures from shareholders	11	-	8,279
Convertible debentures	12	-	4,706
Subscription receipts	1c	-	246
Total current liabilities		2,000	15,808
Non-current liabilities
Shareholder loans	13	1,139	-
Long-term lease liabilities	8	32	-
Warrant liability	14	57	-
Total non-current liabilities		1,228	-
Total liabilities		$ 3,228	$ 15,808
Equity (Deficiency)
Share capital	16	30,829	12,490
Share based payment reserve	18	44	-
Warrant reserve	17	158	18
Accumulated deficit		(36,637)	(30,429)
Total deficiency attributed to equity-holders of the parent company		(5,606)	(17,921)
Non-controlling interest	18	3,275	2,693
Total deficiency		(2,331)	(15,228)
Total liabilities and deficiency		$ 897	$ 580

Nature and continuance of operations and going concern (Note 1)

Commitments and contingencies (Note 15)

"Peter Bloch"
Peter Bloch
Director

"Nir Dor"
Nir Dor
Director

Date of approval of consolidated financial statements May 13, 2026.

The accompanying notes are an integral part of the consolidated financial statements.

Seegnal Inc.
(Formerly Reem Capital Corp.)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

	Note	Year ended December 31,
		2025	2024
Revenues	20	$ 1,263	$ 1,365
Cost of revenues	22	(1,255)	(1,333)
Gross profit		8	32
Expenses
Research and development costs	23	549	478
Sales and marketing expenses	24	649	752
General and administration costs	25	1,663	1,388
Total expenses		2,861	2,618
Operating loss before undernoted items		(2,853)	(2,586)
Change in fair value of financial instruments	1c, 11, 12	(4,704)	1,842
Fair value change in warrant liability		2,876	-
Listing expenses	1(d)	(1,438)	-
Interest expense, net		(247)	(150)
Foreign currency translation gain		158	34
		(3,355)	1,726
Net loss and comprehensive loss for the year		$ (6,208)	$ (860)
Basic and fully diluted loss per share		$ (0.31)	$ (0.13)
Weighted Average Number Of Shares Outstanding		19,867,766	6,560,310

The accompanying notes are an integral part of the consolidated financial statements.

Seegnal Inc. (Formerly Reem Capital Corp.)

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands

	Share capital and additional paid in capital		Share based payment reserve	Warrant reserve	Accumulated deficit	Total deficiency attributed to the parent	Non-controlling interest	Total deficiency
	Ordinary shares	Amount
Balance - December 31, 2023	6,560,310	$ 12,490	$ -	$ 18	$ (29,569)	$ (17,061)	$ 1,682	$ (15,379)
Share based compensation	-	-	-	-	-	-	1,011	1,011
Net loss for the year	-	-	-	-	(860)	(860)	-	(860)
Balance - December 31, 2024	6,560,310	$ 12,490	$ -	$ 18	$ (30,429)	(17,921)	$ 2,693	$ (15,228)
Conversion of debentures (Note 1c,11,12)	29,763,253	14,385	-	-	-	14,385	-	14,385
Shares issued in the Kalron private placement (Note 1c)	2,564,665	1,476	-	-	-	1,476	-	1,476
RTO (Note 1c)	2,500,002	2,110	44	-	-	2,154	-	2,154
Reem private placement, net (Note 1c)	3,930,801	508	-	-	-	508	-	508
Issuance of finders' warrants	-	(140)	-	140	-	-	-	-
Share based compensation	-	-	-	-	-	-	582	582
Net loss for the year	-	-	-	-	(6,208)	(6,208)	-	(6,208)
Balance - December 31, 2025	45,319,031	$ 30,829	$ 44	$ 158	$ (36,637)	$ (5,606)	$ 3,275	$ (2,331)

The accompanying notes are an integral part of the consolidated financial statements.

Seegnal Inc.
(Formerly Reem Capital Corp.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

	Year ended December 31,
	2025	2024
Cash flows from operating activities
Net loss for the year	$ (6,208)	$ (860)
Adjustments for
Depreciation and amortization	63	286
Exchange rate differences	67	19
Share based payment expenses	582	1,011
Listing expenses	4,882	-
Interest expenses	55	147
Change in fair value of convertible debentures	1,348	(1,842)
Fair value change in warrant liability	(2,876)
Interest paid for loans	(71)	(184)
Exchange rate differences on balances of cash and restricted deposits	(176)	(7)
Changes in non-cash working capital:
Decrease (increase) in trade receivables	121	(121)
Decrease (increase) in other current assets	(50)	114
Decrease in accounts payable	(22)	(413)
Increase in other accounts payable and royalty provisions	125	22
	(2,160)	(1,828)
Cash flows from investing activities
Restricted deposits	153	(120)
Payments for equipment	(4)	-
Cash acquired in reverse takeover transaction	115	-
	264	(120)
Cash flows from financing activities
Proceeds of long-term loans from bank	-	88
Repayment of long-term loans from bank	(1,081)	(988)
Proceeds of short-term loans from bank	2,206	-
Repayment of long-term loans from bank	(1,825)	-
Lease payments	(68)	(52)
Proceeds from convertible debentures	-	2,801
Subscription receipts (Kalron Private Placement)	1,131	251
Shareholders loans	1,052	-
Proceeds from issuance of shares (Reem Private Placement)	799	-
	2,214	2,100
Net increase in cash	318	152
Cash, beginning of year	200	41
Exchange rate differences on balances of cash	160	7
Cash, end of year	$ 678	$ 200
Supplementary disclosure of cash flow information:
Interest received	$ 3	$ -
Significant non-cash transactions
Right of use assets obtained in exchange for new lease liabilities	$ 106	$ -
Supplemental disclosure of non-cash financing activities
Issuance of Shares for convertible debentures	$ 14,385	$ -
Issuance of Shares for subscription receipts	$ 1,476	$ -

The accompanying notes are an integral part of the consolidated financial statements.

Seegnal Inc.

(Formerly Reem Capital Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 1 – GENERAL

a. Seegnal Inc. (formerly Reem Capital Corp.) (the “Company”) (with its subsidiaries, the “Group”) was incorporated pursuant to the provisions of the Business Corporations Act of British Columbia on March 29, 2021. The Company is the result of a reverse takeover (“RTO”) by Kalron Holdings Ltd. (“Kalron”) of Reem Capital Corp. (“Reem”) that was completed on August 28, 2025. Following the completion of the RTO the Company, through its Israeli subsidiary Kalron, is an Israeli based med-tech SAAS company. Prior to the RTO Reem had no operating business and was a Capital Pool Company as defined in the TSX Venture Exchange (“TSX-V” or “TSX Venture”) Policy 2.4. The Company’s registered head office address is 300 Roslyn Bldg., 400-5th Av. SW, Calgary, Alberta, T2P 0L6, Canada.

b. Kalron was incorporated on December 7, 2017 in Israel. Kalron conducts its operations through its wholly owned subsidiary - Seegnal eHealth Ltd., a company incorporated in Israel (“Seegnal Israel”). Seegnal Israel develops AI-enhanced clinical decision support software that helps healthcare providers prescribe medications safely and efficiently at the point of care (the “Seegnal Platform”). The Seegnal Platform analyzes patient-specific clinical data and medication regimens in real time to identify potential drug-related risks, including drug–drug interactions, contraindications, and adverse drug events. By integrating with electronic medical record systems, the Seegnal Platform supports clinicians in improving patient safety, optimizing medication use, and reducing healthcare costs. Seegnal Israel’s head office is located at HaDuvdevan ST 9, Kiryat Ono, Israel.

c. RTO

On September 23, 2023, Reem entered into a definitive agreement with Kalron, Seegnal Israel, certain securityholders of Kalron and Seegnal Israel, which was subsequently amended on January 27, 2025 (the “Definitive Agreement”) pursuant to which Reem would complete its qualifying transaction pursuant to TSXV Policy 2.4 - Capital Pool Companies (the “CPC Policy”).

Summary of the RTO (see note 16(c) for further details):

On August 21, 2025, Reem completed a non-brokered private placement (“Reem Private Placement”) for aggregate gross proceeds of CAD$1,415,000 ($1,018), and issued 1,768,750 units at CAD$0.80 per unit (“Unit”), comprising one Common Shares and one warrant of the Company to purchase the same amount of Common Shares at an exercise price of CAD$1.20 for a period of two years from the grant date (“Warrants”).

On August 21, 2025, Kalron completed a non-brokered private placement for an aggregate of CAD$2,051,732 ($1,476) and issued 2,564,665 Kalron shares and the rights to receive the same amount of Warrants (“Kalron Private Placement”). The Kalron Private Placement included $251 of Subscription Receipts received during 2024.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 1 – GENERAL (continued)

c. RTO (continued)

On August 28, 2025, immediately prior to the closing of the Transaction, all of Kalron’s convertible securities (as detailed in the notes below) converted into 29,763,253 shares of Kalron such that immediately prior to the closing of the Transaction, there were 38,888,228 Kalron Shares issued and outstanding (including the Kalron shares from the Kalron Private Placement”)

Following the closing of the Transaction, on August 28, 2025, all the shareholders of Kalron converted their Kalron shares into 38,888,228 shares of the Company representing approximately 80.15% of the shares in the Resulting Issuer. Kalron shareholders also received 27,705,084 Warrants.

As a result of the RTO, Kalron became a wholly-owned subsidiary of the Company and the Company changed its name to Seegnal Inc.

The RTO constitutes a reverse takeover of Reem by Kalron inasmuch as the former shareholders, debenture holders and other securityholders of Kalron own approximately 80% of the outstanding shares of the resulting issuer (the “Resulting Issuer Shares”). The Resulting Issuer Shares that were issued to former shareholders, debenture holders and other securityholders of Kalron were issued at a price of CAD$0.80 (post share split) per Resulting Issuer Share.

d. Accounting for the reverse takeover:

For accounting purposes, Kalron is considered the accounting acquirer and Reem is considered the acquired company. Since Reem’s operations do not constitute a business, the acquisition of Reem is not a business combination pursuant to IFRS 3 and the transaction is accounted for as a reverse takeover of the publicly traded company. Accordingly, the RTO has been accounted for under IFRS 2 Share-based Payments. Accordingly, the acquisition of Reem is accounted at the fair value of the consideration transferred by the accounting acquirer, which is the fair value of the equity instruments Kalron issued to the owners of Reem to effect the transaction. The difference between the net assets acquired and the fair value of the consideration granted is treated as a listing expense, determined as follows:

Fair value of common shares (2,500,002 shares at CAD$0.8 per share)	$ 1,454
Fair value of 250,000 options (note 18a)	44
Total fair value of consideration	1,498
Net liabilities (assets) of Reem, as follows:
Cash and cash equivalents	(115)
Accounts payable and accrued liabilities	55
Listing expense	1,438

e. Share Split

On August 22, 2025, Reem effected 1-for-3.16 reverse splits of its issued and outstanding common shares, pursuant to which holders of Reem’s common shares received 0.316 of a common share for every one common share. All share amounts have been retroactively restated for all periods presented.

f. Change in financial year-end

On August 30, 2025, the Company announced that it has changed its financial year-end from August 31, previously the fiscal year-end of Reem, to December 31, the fiscal year-end of Kalron. The date of the Company’s first financial year end subsequent to the RTO is December 31, 2025.

Seegnal Inc.

(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 1 - GENERAL (continued)

g. Going Concern

Since its inception, Kalron and Seegnal Israel had invested the majority of their funds in development of the Seegnal Platform resulting in an accumulated deficit for the Group at December 31, 2025 amounting to $36,637 (December 31, 2024- $30,429) and presented negative cash flows from its operating activities of $2,160 (year ended December 31, 2024- $1,828). The continuance of the Group's operations is subject to continued financing from its shareholders and other investors. These conditions indicate the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern.

Management's plans in this regard include continued development, marketing and selling of its services as well as seeking additional financing.

Management believes that these plans are appropriate and feasible and is confident that the Group will be able to meet its obligations as they fall due. Therefore, the consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future.

However, should the Group be unable to achieve the expected outcomes of these initiatives, it may be unable to realize its assets and discharge its liabilities in the normal course of business. Under these circumstances, adjustments may be required to reduce the carrying value of assets to their recoverable amounts, reclassify non-current assets and liabilities as current, and provide for additional liabilities.

h. In October 2023, Israel was attacked by the Hamas terrorist organization and entered a state of war on several fronts. As of October 9, 2025, Israel and Hamas entered into a ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such agreements will hold. In June 2025, following escalating threats and intelligence reports of imminent attacks, Israel conducted preemptive strikes on military and nuclear infrastructure in Iran. Iran responded with drones and missiles attacks, some of which caused civilian casualties and infrastructure damage. While a ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Iran's capacity to conduct or support hostile operations against them. In response, Iran has fired missiles and drones toward population centers and military installations in Israel and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region. In March 2026, hostilities resumed along Israel's northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional escalation. In response, Israel resumed military operations against Hezbollah in southern Lebanon. As of the date of issuance of these consolidated financial statements, conflict continues in parts of the region. The extent to which the security situation in Israel may impact the Group's financial condition, results of operations, or liquidity is uncertain.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 2 - MATERIAL ACCOUNTING POLICIES

a. Basis for preparation:

1) These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

2) In connection with the presentation of these consolidated financial statements, it is noted as follows:

a) The material accounting policies described below have been applied consistently to all the years presented, unless otherwise stated.

b) The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed under note t. below. Actual results may differ materially from estimates and assumptions used by management.

3) Basis of consolidation— these consolidated financial statements include the accounts of the Company and its directly and indirectly owned subsidiaries, including Kalron, Seegnal Israel (100% owned) and Seegnal US Inc, a wholly owned subsidiary of Seegnal Israel, which is incorporated in Delaware, US. The Company holds all the voting shares issued by Kalron. Non-controlling interest as presented in these consolidated financial statements represents options issued under Seegnal Israel's share-based payment arrangements.

b. Functional currency

Management concluded that the currency of the primary economic environment in which the Company and its subsidiaries conduct their operations is the U.S. dollar (hereafter - "dollar" or "$"). Accordingly, the Company uses the dollar as its functional and reporting currency. Canadian dollars are referred to as "CAD$" in these financial statements.

Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the statement of operations, the transaction date exchange rates are used. Depreciation and other changes deriving from non-monetary items are based on historical exchange rates.

c. Cash and cash equivalents

The Group considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal or use to be cash equivalents. Restrictions on the use of cash arising from a contract with a third party do not preclude these amounts from being cash, provided that the Group can still access those amounts on demand.

d. Restricted deposits

Restricted deposits consist of short-term bank deposits.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

e. Property and equipment

Property and equipment are initially recognized at cost.

Property and equipment are recognized at cost less accumulated depreciation and impairment.

Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows:

Computers	3 years
Office furniture and equipment	7 years

Leasehold improvements are depreciated using the straight-line method over the shorter of the term of the lease or the estimated useful lives of the assets.

f. Financial assets

1) Classification

The Company classifies its financial assets at amortized cost.

Financial assets at amortized cost are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and their contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Group's financial assets at amortized cost are included "trade receivables", "other current assets," "restricted deposits" and "cash" in the statements of financial position.

2) Recognition and measurement

Financial assets at amortized cost, which are initially measured at fair value, including any transaction costs, are measured in subsequent periods at amortized cost using the effective interest method. Trade receivables that do not have a significant financing component are initially measured at their transaction price.

3) Impairment of financial assets - financial assets measured at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost. At each reporting date, the Company assesses whether the credit risk on a financial asset has increased significantly since initial recognition.

For trade receivables, the Company applies the simplified approach of IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.

g. Impairment of non-monetary assets

Non-monetary assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less selling costs and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels of identifiable cash flows (cash-generating units). Non-monetary assets that were impaired are reviewed for possible reversal of the impairment recognized at each balance sheet date.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

h. Financial liabilities

1) Classification

Financial liabilities are classified as current or non-current based on their maturity date.

2) Recognition and measurement

Financial liabilities are measured at amortized cost or at fair value through profit or loss.

Financial liabilities measured at amortized cost:

Upon initial recognition, the Company measures the financial liabilities at fair value, net of transaction costs. Any differences between the amount of initial recognition (net of transaction costs) and the redemption value are recognized in the statement of profit or loss over the term of the financial liability, in accordance with the effective interest method.

The Group's financial liabilities at amortized cost include "accounts payable", "other payables and royalty provisions", "short-term and long-term bank loans", "shareholders' loans" and "lease liabilities".

Financial liabilities measured at fair value through profit or loss:

The Company measures these financial liabilities at fair value at each reporting date. The component of fair value changes relating to the Group's own credit risk, if any, is recognized in other comprehensive income. Fair value changes relating to market risk are recognized in profit or loss. Transaction costs are recognized in profit or loss. The Group's financial liabilities measured at fair value includes "convertible debentures from shareholders" "warrant liabilities" and "convertible debentures".

i. Current and Deferred taxes

Current taxes are calculated based on the tax laws that have been enacted or substantively enacted at the balance sheet date, in countries in which the Group operates and generates taxable income.

The Company recognizes deferred taxes using the liability method, for temporary differences between the amounts of assets and liabilities included in the financial statements, and the amounts for tax purposes, with some exceptions. The amount of deferred taxes is determined using the tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax assets are realized or the deferred tax liabilities will be settled.

Deferred tax assets are recognized for accumulated losses and temporary differences that are tax deductible, up to the amount of the differences that are expected to be utilized in the future, against taxable income.

No deferred tax assets have been recorded in the Group's books and records with respect to accumulated losses and other temporary differences, since it is not probable that the Group will be able to utilize such losses in the foreseeable future against taxable income.

Deferred tax assets and liabilities are offset only if:

(1) There is a legally enforceable right to offset current tax assets against current tax liabilities; and

(2) Deferred income tax assets and liabilities relate to income taxes imposed by the same taxation authority on the same taxable entity.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

j. Employee benefits

1) Pension and retirement benefit obligations

Seegnal Israel operates a number of post-employment defined contribution plans.

A defined contribution plan is a program that benefits an employee after termination of employment, under which the Group regularly makes fixed payments to a separate and independent entity so that the Group has no legal or constructive obligation to pay additional contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The fund assets are not included in the Company's consolidated statement of financial position.

The Group operates pension and severance compensation plans subject to Section 14 of the Israeli Severance Pay Law. The Seegnal Pension Plans are funded through payments to insurance companies or pension funds administered by trustees. The expenses in respect of defined contribution plans in 2025 and 2024 were $79 and $75, respectively.

2) Vacation and recreation pay

Under Israeli law, each employee is entitled to vacation days and recreation pay, both computed on an annual basis. The entitlement is based on the period of employment. Seegnal Israel records a liability and an expense for vacation and recreation pay, based on the benefit accumulated for each employee.

k. Research and development

Costs incurred in connection with the research of the Group's products are expensed as incurred.

An intangible asset arising from development (or from the development phase of an internal project) is recognized if all of the following conditions are fulfilled:

Technological feasibility exists for completing development of the intangible asset so that it will be available for use or sale.
It is management's intention to complete development of the intangible asset for use or sale.
The Group has the ability to use or sell the intangible asset.
It is probable that the intangible asset will generate future economic benefits, including existence of a market for the output of the intangible asset or the intangible asset itself or, if the intangible asset is to be used internally, the usefulness of the intangible asset.
Adequate technical, financial and other resources are available to complete development of the intangible asset, as well as the use or sale thereof.
The Group has the ability to reliably measure the expenditure attributable to the intangible asset during its development.

Other development costs that do not meet the foregoing conditions are charged to profit or loss as incurred. Development costs previously expensed are not recognized as an asset in subsequent periods.

As of December 31, 2025, and December 31, 2024, the Company has not capitalized development costs since it does not meet the conditions for development costs capitalization.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

I. Share based payments

The Group operates a number of equity-settled, share-based compensation plans to employees (as defined in IFRS 2 "Share-Based Payments"), directors and service providers. As part of the Company's omnibus plan, the Company grants employees, directors and service providers, from time to time and at its discretion, options and RSU's to purchase Common Shares. The total amount recognized as an expense over the vesting period of the options (the period during which all vesting conditions are expected to be met) was determined as follows:

1) Share-based payments to employees and directors by reference to the fair value of the options granted at date of grant.
2) Share based payments to service providers (including finder fee) by reference to the fair value of the service provided, unless that fair value cannot be estimated reliably. If the Company cannot estimate reliably the fair value of the services received, the Company measures their value indirectly, by reference to the fair value of the equity instruments granted.

The Company uses the Black and Scholes option valuation model to estimate the grant date fair value. In estimating this fair value, there are certain assumptions that the Company uses, as disclosed in note 18, to determine the amount of share-based payments, consisting of the fair value of the Company's Common shares, expected life of the option, risk free interest rate, dividend yield and expected volatility. The use of a different estimate for any of these components could have a material impact on the amount of calculated compensation expense.

When vested options are forfeited or are not exercised at the expiry date the amount previously recognized in share-based payments reserve is transferred to contributed surplus.

Prior to the RTO, Seegnal Israel had issued options to certain directors, officers and employees of the Seegnal Israel, however, the Company has committed to not issue any further options under the Seegnal Israel Option Plan (see note 18(b)). Share based payments in respect of the grants are recorded by reference to the grant date fair value of the options with a corresponding credit to non-controlling interest in the consolidated statements of changes in deficiency.

m. Basic and diluted loss per share

Loss per share is based on the loss that is attributed to the shareholders holding common shares divided by the weighted average number of common shares in issue for the period. For purposes of the calculation of the diluted loss per share, the Company adjusts the loss that is attributed to the holders of the Company's common shares, and the weighted average number of common shares in issue, to assume conversion of all of the dilutive potential shares. The potential shares are taken into account only if their effect is dilutive (increases loss per share).

The dilutive effect of options and their equivalent is computed by application of the treasury stock method. Diluted amounts are not presented when the effect of the computations is anti-dilutive. Accordingly, convertible debentures, warrants and stock options are not included in the calculation of diluted loss per share for the years presented, because they are antidilutive. These instruments could potentially dilute basic earnings per share in the future.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

n. Leases

Seegnal Israel's lease includes office space and a vehicle.

At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. Simultaneously, the Company recognizes a right-of-use ("ROU") asset in the amount of the lease liability.

The discount rate applied by the Company is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

The lease term is the non-cancellable period for which the Group has the right to use an underlying asset, together with both, the periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option.

After the commencement date, the Company measures the ROU asset applying the cost model, less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability.

Asset is depreciated by the straight-line method over the estimated useful lives of the right of use asset or the lease period, which is shorter.

Interest on the lease liability is recognized in profit or loss in each period during the lease term in an amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

The Company applied the following practical expedients:

Non-lease components: practical expedient to not separate non-lease components (services) from lease components and, instead, account for each lease component and any associated non-lease components as a single lease component.
The practical expedient for short-term leases.

The Company has elected to not recognize right-of-use assets and lease liabilities for leases that have a lease term of 12 months or less. Such expenses amounted to $86 and $93 in 2025 and 2024, respectively and are recorded under general and administration costs.

o. Revenue recognition

The Group generates revenue by providing access to the Seegnal Platform. Subscription to the Seegnal Platform is sold to healthcare providers, such as hospitals, community care clinics, health management organizations and elderly care/nursing homes. The Group also provides implementation services for the initial integration into the health care provider electronic medical systems as well as the related configuration to meet the specific requirements, etc. Such implementation is generally provided as part of a pilot phase and represent a separate performance obligation because the contract is not enforceable beyond the pilot phase unless both the Group and the customer agree to commence a subscription period, and a contractually determined transaction price specific to the pilot phase is paid by the customer irrespective of the decision to start a subscription period. Upon commencement of the subscription period, the customer pays recurring annual license usage fee, which is based on the number of users or per bed for hospitals and similar overnight admission institutions. These license fees generally include annual support and maintenance, which are not considered separate performance obligations. In addition, there might be specific professional fees charges for specific ad-hoc requests based on requests by specific customers.

Seegnal Inc.

(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

o. Revenue recognition (continued)

Revenues are recognized in an amount that reflects the consideration that the Group expects to receive in exchange for the services. Accordingly, the license and support revenue are recognized over the period during which the services are provided. The license fee is recognized over the contractual license period. The professional services revenues are recognized when services are provided and the implementation performed as part of the pilot phase are generally recognized when such pilot is completed, or based on specific milestones, depending on the specific terms of the different agreements.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

i. Identify the contract with a customer.
ii. Identify the performance obligations in the contract.
iii. Determine the transaction price.
iv. Allocate the transaction price to performance obligations in the contract.
v. Recognize revenue as the performance obligation is satisfied.

p. Government grants

Seegnal Israel received participation in research and development expenses from the State of Israel through the Israeli Innovation Authority, ("IIA") (formerly known as the Office of the Chief Scientist of the Israeli Ministry of Economy and Industry), and participation in the financing of marketing and export expenses as part of the "Gateway to International Marketing" of the Israeli Ministry of Economy in the form of grants which qualify as "forgivable loans", in accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance since the grants are repayable only if the Group generates revenues related to the project that is the subject of the grant.

Since there is a reasonable assurance that the Group will meet the terms for forgiveness, the loan is accounted for as a government grant. Government grants relating to costs are recognized in the statement of comprehensive loss over the period necessary to match them with the costs that they are intended to compensate.

The Company recognizes each forgivable loan as a grant receivable and a reduction of expenses on a systematic basis at the same time the Company records, as an expense, the related development costs for which the loan is received, provided that there is reasonable assurance that (a) the Group complies with the conditions attached to the loan and (b) the loan will meet the terms for forgiveness. The amount of the forgivable loan is recognized based on the participation rate approved by the IIA.

At each reporting date, the Company evaluates whether there is reasonable assurance that the Group will meet the terms for forgiveness of the loan or whether a liability should be recognized.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

q. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker ("CODM"), who is the Company's CEO, and responsible for allocating resources and assessing performance of the operating segments. Management concluded that the Group operates in one operating segment.

r. Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are included in share capital as a deduction from the proceeds.

s. Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured at management's best estimate of the expenditure required to settle the obligation at the reporting date.

t. Significant Accounting Judgments and Estimates

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of income and expenses for the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period for which the estimate is revised and also in future periods when the revision affects both current and future periods.

The critical judgments and significant estimates in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are:

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. The key assumptions used in the model are the expected future volatility in the price of the Company's common shares and the forfeiture rate and the expected life of the option.
The Company uses the Black-Scholes option pricing model to estimate the fair value of the convertible debentures. The key assumptions used in the model are the expected future volatility in the price of the Company's common shares and the expected life of the instrument.
Going Concern: Preparation of the consolidated financial statements is on a going concern basis, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets, including its intangible assets and to meet its liabilities as they become due.
Income Taxes: Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The 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.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

u. New and revised IFRS Accounting Standards in issue but not yet effective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Company has decided not to adopt early.

The following standards and amendments are effective for annual periods beginning on or after January 1,2026:

Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures – Classification and Measurement of Financial Instruments

The following standards and amendments are effective for the annual reporting period beginning January 1, 2027:

IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures.

The Company is currently assessing the effect of these new accounting standards and amendments.

IFRS 9 and IFRS 7 - These amendments, effective January 1, 2026, clarify the requirements for the recognition and derecognition of financial assets and financial liabilities, including those settled through electronic payment systems, and introduce additional disclosure requirements.

The Company has not early adopted these amendments. The Company has assessed the impact of these amendments on its consolidated financial statements has determined that the impact will not be material.

IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorization and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures.

The Company does not expect to be eligible to apply IFRS 19.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 3 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Financial risk factors

The Group is exposed to a variety of financial risks such as: market risks (mainly currency risks), credit risks and liquidity risks. The Company's overall risk management plan focuses on the unpredictability of financial markets and seeks to minimize the potential adverse effects on the Company's financial performance.

Risk management is performed by the finance department according to the policy authorized by the board of directors.

a) Market risk - Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.

The Group is exposed to foreign exchange risks due to exposure to foreign currencies. Foreign exchange risk arises from future commercial transactions, assets or liabilities denominated in foreign currency.

The Company's policy to reduce the exposure to changes in exchange rates is based on maintaining, where possible, the balances of current monetary assets, according to the currency of the current liabilities.

As of December 31, 2025, if the Company's functional currency (USD) had strengthened/ weakened by 5% against the Israeli Shekel (ILS), with all other variables held constant, the loss for the year would decrease /increase by approximately $(28). This analysis only addresses the impact on financial instruments with respect to currency movement and excludes other economic or geo-political implications of such currency fluctuation.

b) Market risk - Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in interest rates. The Company has debt with a variable interest rate and accordingly, any increase in interest rates could lead to higher interest payments and adversely affect its financial performance.

As of December 31, 2025, the impact on profit and loss and net assets of a 1% change in the interest rate would be approximately $21.

c) Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the end of the reporting year.

Credit risks arise typically from cash and cash equivalents, trade receivables and other current assets.

No credit limits were exceeded during the reported periods and Company's management does not expect any losses from non-performance of these parties.

Seegnal Inc.

(Formerly Reem Capital Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 3 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

d) Liquidity risk

Liquidity risk exists where the Group might encounter difficulties in meeting its financial obligations as they become due. The Company monitors its liquidity in order to ensure that sufficient liquid resources are available to allow it to meet its obligations. See also note 1(g) regarding significant doubts about the Group's ability to continue as a going concern.

Cash flow forecasting is performed by the Company's finance department. The finance department monitors rolling forecasts of the Group's liquidity requirements to ensure that it has sufficient cash to meet operational needs, while maintaining sufficient headroom on its undrawn committed borrowing facilities, so that the Group does not breach any of its credit facilities. The table below presents the maturity profile of the Group's financial liabilities based on contractual undiscounted payments:

	Carrying value	Within 1	1-2 years
Accounts payable	$ 513	$ 513	$ -
Other accounts payable and royalty provisions	1,063	1,063	-
Lease liability	75	50	35
Short-term loans from bank	381	382	-
Warrant liability	57	-	57
	$ 2,089	$ 2,008	$ 92

e) Fair Value Measurements

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and
Level 3 - Inputs that are not based on observable market data.

As at December 31, 2025, part of the Group's financial instruments consist of cash, current assets and accounts payable and other accounts payable and royalty provisions, which the fair values of these financial instruments approximate their carrying values because of their short-term nature.

Other financial instruments consist of loans whose fair values approximate their carrying values because of their short-term nature and/or the existence of market related interest rates on the instruments. Additional financial instruments consist of convertible debentures which are presented at fair value based on external valuation and are considered level 3 as they are not based on observable market data (see also notes 11 and 12).

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 4 - CAPITAL MANAGEMENT

The Group's capital comprises share capital, warrants reserve and share-based payment reserve, net of accumulated deficit. The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company in order to support the Company's business activities. The Board of Directors does not establish quantitative return on capital criteria for management.

The intellectual property in which the Group currently has an interest is in the development stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the Seegnal Platform research and development and pay for administrative costs, the Company intends to raise additional amounts as needed (Note 1).

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Group, is reasonable.

NOTE 5 - PROPERTY AND EQUIPMENT

Composition of assets, grouped by major classifications, is as follows:

a. Composition of property and equipment and accumulated depreciation thereon, grouped by major classifications and changes therein, and their movements during 2025:

	Cost					Accumulated Depreciation
	Balance at beginning of year	Additions during the year	Deductions during the year	Balance at end of year	Balance at beginning Of year	Additions during the year	Deductions during the year	Balance at end of year	Net book value December 31, 2025
Property and equipment
Computers	$ 215	$ 4	$ -	$ 219	$ 213	$ 3	$ -	$ 216	$ 3
Office furniture and equipment	20	-	-	20	19	1	-	20	-
Leasehold improvements	-	-	-	-	-	-	-	-	-
	$ 235	$ 4	$ -	$ 239	$ 232	$ 4	$ -	$ 236	$ 3

b. Composition of property and equipment and accumulated depreciation thereon, grouped by major classifications and changes therein, and their movements during 2024:

	Cost					Accumulated Depreciation
	Balance at beginning of year	Additions during the year	Deductions during the year	Balance at end of year	Balance at beginning Of year	Additions during the year	Deductions during the year	Balance at end of year	Net book value December 31, 2024
Property and equipment
Computers	$ 215	$ -	$ -	$ 215	$ 200	$ 13	$ -	$ 213	$ 2
Office furniture and equipment	87	-	67	20	61	25	67	19	1
Leasehold improvements	421	-	421	-	223	198	421	-	-
	$ 723	$ -	$ 488	$ 235	$ 484	$ 236	$ 488	$ 232	$ 3

Seegnal Inc.

(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 6 - OTHER CURRENT ASSETS

	December 31, 2025	December 31, 2024
Government authorities	$ 48	$ 23
Advance payment to suppliers	7	34
Prepaid expenses	73	34
Other	13	-
	$ 141	$ 91

NOTE 7 - OTHER ACCOUNTS PAYABLE AND ROYALTY PROVISIONS

	December 31, 2025	December 31, 2024
Employees and payroll accruals	$ 135	$ 146
Royalty provisions (note 15)	928	680
Related parties	-	112
	$ 1,063	$ 938

NOTE 8 - LEASE

a. General

Seegnal Israel leases vehicles used by its employees. The lease period with respect to the vehicle ends on July 31, 2026.

b. Right-of-use assets

	Motor Vehicles	Total
Balance - December 31, 2023	$ 59	$ 59
Additions during the year	-	-
Depreciation during the year	(50)	(50)
Balance - December 31, 2024	$ 9	$ 9
Additions during the year	106	106
Disposals during the year	-	-
Depreciation during the year	(59)	(59)
Balance - December 31, 2025	$ 56	$ 56

c. Lease liabilities

	Motor Vehicles	Total
Balance - December 31, 2023	$ 65	$ 65
Additions during the year	0	0
Currency translation effect	(3)	(3)
Interest expense	4	4
Lease payments	52	52
Balance - December 31, 2024	$ 14	$ 14
Additions during the year	106	106
Currency translation effect	11	11
Interest expense	12	12
Lease payments	68	68
Balance - December 31, 2025	$ 75	$ 75

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 9 - SHORT TERM LOANS FROM BANK

At December 31, 2025, the Company had short term loans from Israeli banks amounting to $381 and bearing annual interest of 7%. (There were no short-term bank loans during the year ended December 31, 2024.)

The Company's bank loans are secured primarily by fixed charges and assignments of rights in favor of a leading Israeli bank. As part of the financing arrangements, the Company assigned to the lender certain rights to receive payments under commercial agreements with customers and healthcare institutions, together with irrevocable instructions directing related proceeds to designated bank accounts controlled by the lender. The Company has a line for credit with for an Israeli bank for up to NIS 4.0 million ($1,254). At December the Company used NIS 2.6 million ($815).

NOTE 10 - LONG TERM LOAN FROM BANK

On June 8, 2023, Seegnal Israel received a loan from an Israeli bank in the amount of $2,057. The loan bore interest at the prime lending rate plus 3.3% per annum (at December 31, 2024 –9.3%) and was repayable by September 1, 2025.

On February 1, 2024, Seegnal Israel received a loan from an Israeli bank in the amount of $88. The loan bore interest at the prime lending rate plus 4.57% per annum and was repayable by September 1, 2025.

Monthly payments are approximately $36.

The security package also includes registered charges over contractual rights and related receivables, securing the Company's present and future obligations under the credit facilities. Certain charges and collateral arrangements were subsequently released following the repayment or settlement of portions of the related indebtedness.

The following tables summarize the movements in the loans from banks for the years ended December 31, 2025 and 2024:

	Year ended December 31, 2025	Year ended December 31, 2024
Opening balance	$ 1,053	$ 1,972
Receipt of bank loans	-	88
Interest paid during the year	(46)	(184)
Interest accrued during the year	38	146
Repayment of bank loans	(1,081)	(988)
Foreign exchange	36	19
Closing balance	$ -	$ 1,053

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 11 - CONVERTIBLE SHAREHOLDER DEBENTURES

During the year ended December 31, 2024, Kalron entered into a series of convertible debenture agreements ("Convertible Shareholder Debentures") with two controlling shareholders of Kalron (the "Kalron Controlling Shareholders") in the aggregate amount of $2,727. As a result of the RTO, the Kalron Controlling Shareholders became controlling shareholders of the Company. The Convertible Shareholders Debentures accrued annual interest at rates of between 0% to 15%. Interest accrued on the Convertible Shareholder Debentures for the year ended December 31, 2025 amounted to $1,188 (year ended December 31, 2024 - $613).

The Convertible Shareholder Debentures, including the accrued interest converted immediately prior to the completion of the RTO into 18,762,818 Common Shares and 18,762,818 warrants according to a conversion price reflecting a discount of 25% (depending on the debenture amount) off the offering price of a common share of the Company ("Offering Price") or a conversion price of CAD$0.60-CAD$0.80 per share. The warrants with an exercise price of CAD$1.20 for a period of 24 months. (For details of the fair value and accounting treatment of these warrants, see note 14).

Convertible Shareholder Debentures are debt instruments that have an embedded derivative which is the conversion feature that did not meet the fixed-for-fixed criteria under IAS 32. Hence, the Company designated the Convertible Shareholder Debentures at fair value through profit or loss.

The fair value of the Convertible Shareholder Debentures at the RTO date was $10.9 million and has been determined based on the fair value of the shares and warrants being issued to the Convertible Shareholder Debenture Holders at the time of the RTO. The fair value of the warrants was determined to be CAD$0.137 per warrant using the Black-Scholes option pricing model and the following assumptions: Share price CAD$0.80; expected life - 2 years; annualized volatility - 66.83%; dividend yield - 0%; risk free rate - 2.69%. The fair value of the shares was determined as the residual value of the unit of CAD$0.80.

The difference in value on conversion was charged to Changes in fair value of convertible debentures in the Consolidated Statement of loss and comprehensive loss.

NOTE 12 - CONVERTIBLE DEBENTURES

During the year ended December 31, 2024, Kalron entered into securities issuance agreements of convertible debentures and SAFE's (Simple Agreement for Future Equity) (collectively "Convertible Debentures") in the aggregate amount of $74. The Convertible Debentures accrued annual interest at rates of between 0% to 8%. Interest accrued on the Convertible Debentures for the year ended December 31, 2025 amounted to $27 (2024 - $232).

The Convertible Debentures, including the accrued interest, converted immediately prior to the completion of the RTO into 11,000,435 Common Shares and 6,377,601 warrants according to a conversion price reflecting a discount of 20%-25% (depending on the debenture amount) per share off the offering price of a common share of the Company. The warrants have an exercise price of CAD$1.20 for a period of 24 months. (For details of the fair value and accounting treatment of these warrants, see note 14).

The Convertible Debentures were debt instruments that had an embedded derivative which is the conversion feature that does not meet the fixed-for-fixed criteria under IAS 32. Hence, the Company designated the Convertible Debentures at fair value through profit or loss.

The fair value of the Convertible Debentures at the RTO date was $5.9 million and has been determined based on the fair value of the shares and warrants being issued to the Convertible Debenture Holders at the time of the RTO. The fair value of the warrants was determined to be CAD$0.137 per warrant using the Black-Scholes option pricing model and the following assumptions: Share price CAD$0.80; expected life - 2 years; annualized volatility - 66.83%; dividend yield - 0%; risk free rate - 2.69%. The fair value of the shares was determined as the residual value of the unit of CAD$0.80.

The difference in value on conversion was charged to Changes in fair value of convertible debentures in the Consolidated Statement of loss and comprehensive loss.

Seegnal Inc.

(Formerly Reem Capital Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 13 – SHAREHOLDERS LOANS

During 2025, Kalron signed an agreement with the Kalron Controlling Shareholders pursuant to which Kalron was to receive unsecured loans in the aggregate principal amount of up to $1,500 (“Shareholders Loans”). The first Shareholder Loan is between Kalron and Mikal Ltd. in the principal amount of up to $750 with an interest rate of 10% per annum. The second Shareholder Loan is between Kalron and Edtom Ltd. in the principal amount of up to $750 with an interest rate of 10% per annum. The Shareholder Loans mature and are repayable on June 1, 2027 and can be repaid in full, with any accrued unpaid interest, in advance of such maturity date with no penalty at the option of Kalron upon 14 days’ notice.

During the year ended December 31, 2025, the Company received Shareholders’ Loans in the amount of $1,052. Interest accrued on the Shareholders’ Loans for the year ended December 31, 2025, amounted to $87.

NOTE 14 – WARRANT LIABILITY

As detailed in note 1, note 11 and 12, 29,473,834 common share purchase warrants were issued to investors (“Investor Warrants”). The Investor Warrants carry an exercise price of CAD$1.20, with such exercise price being in Canadian dollars and not in the functional currency of the Company – US Dollars. In accordance with IAS 32 these Investor Warrants are classified as a derivative liability and carried at their fair value at the end of each reporting period. The Investor Warrants are exercisable for a period of 2 years from the issue date. The Black-Scholes option pricing model was used to measure the warrant liability at December 31, 2025 with the following assumptions: volatility of 67.09%, risk-free interest rate of 2.58% per annum, expected life of 1.66 years and share price of CAD$0.20.

Fair value of the warrant liability for the year ended on December 31, 2025 (there were no warrants outstanding during the year ended December 31, 2024):

Balance at January 1, 2025	$ -
Issuance of Investor Warrants – Fair value	2,933
Revaluation at December 31, 2025	(2,876)
Balance at December 31, 2025	$ 57

Seegnal Inc.

(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 15 - COMMITMENTS AND CONTINGENCIES

a. Israel Innovation Authority - funding participation plans

During 2019, the Israel Innovation Authority of the Israeli Ministry of Economy ("IIA") approved funding participation for three projects developed by the Group. The Group is committed to pay royalties to the IIA under certain circumstances. The royalties are computed based on the Group's net revenues arising from know-how in the research and development in which the IIA is to participate by way of grants. Under the terms of the Group's funding from the IIA, royalties of 3%-5% payable on sales of products developed from a project so funded, up to 100% of the amount of the grant received by the Company (dollar linked with the addition of annual interest at SOFR rate). In the case of failure of a project that was partly financed by royalty-bearing Government grants, the Group is not obligated to pay any such royalties to the IIA. The Group received $1,014 in respect of this program. To date, no such qualifying sales of products are expected, and the funding is not expected to be repaid and therefore no liability has been recorded. The Group continues to provide the IIA with timely reports on revenues, as required.

b. Development and exclusive technology license agreement

In December 2015, a development and exclusive technology license agreement ("DLA") was signed between Teva Pharmaceutical Industries Ltd. ("Teva") and University of Washington (the "University"), which was transferred to Seegnal Israel in November 2017 by virtue of the ASPA. The University developed technology related to drug interaction DDIB Platform as defined in the DLA. Furthermore, the University extracted the data from the DDIB Platform into a new transmittal database for Seegnal Israel's use ("Data"). The Group obtained certain exclusive rights for the commercial deployment of the University Data.

Under the agreement, as amended, Seegnal Israel was required to pay on a quarterly basis an amount equal to 6% of the relevant quarterly Net Sales (with a minimum (non-cumulative basis) of $75 commitment to the University ("Minimum Quarterly Royalties"/"MQR"). The Company has recorded a provision for the MQR payments in the amount of $534, being the amount invoiced by the University through to December 31, 2022. Since December 31, 2022, the University has not updated Data and such Data is no longer in use by Seegnal Israel.

c. Royalty Payments and future consideration to Teva

On November 30, 2017 an agreement was signed between Teva and Kalron, for the purchase of Seegnal Israel's assets and shares ("Teva Agreement")

Pursuant to the Teva Agreement, Teva was to be entitled to receive from Kalron a certain contingent one-time cash payment and royalties as summarized below. Furthermore, until the occurrence of certain milestones related to the Seegnal Israel's operating results as defined in the ASPA, Kalron had a funding obligation towards Seegnal Israel and was required to use reasonable commercial efforts to fund Seegnal Israel (whether by way of equity, loans, guaranties to third parties or external financing).

Seegnal Israel is committed to pay Teva royalties at a rate of 5% of revenues, until the earlier of (i) a maximum royalty payment of $7,500 or (ii) December 31, 2027.

The Company is further obligated to pay Teva between $350 and $3,000 upon the sale of the Seegnal Israel business, as defined in the agreement, at a value between $3,000 and $50,000.

Royalty expenses due to Teva, for the years ended December 31, 2025 and 2024 were approximately $45 and $51, respectively, recorded in cost of revenues and included in accounts payable.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 15 - COMMITMENTS AND CONTINGENCIES (Continued)

d. Litigation

As of December 31, 2025, and 2024, the Group was not a party to any litigation or other legal proceedings that the Company believes could reasonably be expected to have a material adverse effect on the Group's business, results of operations and financial condition.

e. Office Lease

On February 1, 2024, Seegnal Israel entered into an agreement for the lease of office space in Kiryat Ono, Israel. The initial rental period was from February 1, 2024, to January 31, 2025, Seegnal Israel's base rent was ILS 22,000 per month ($6). On February 3, 2025, Seegnal Israel renewed the rental period from February 1, 2025, to January 31, 2026 at ILS 22,500 per month ($6). On January 2, 2026, the rental agreement was renewed for an additional 12 months, through to January 31, 2027, the base rent is ILS 24,750 per month ($8).

The lease payments for the years ended December 31, 2025 and 2024 for agreements, which are accounted for as lease liabilities under IFRS 16 -Leases, were $68 and $52, respectively.

NOTE 16 - SHARE CAPITAL

a. Authorized

The Company is authorized to issue an unlimited number of common shares without par value ("Common Shares") and an unlimited number of preferred shares without par value. As of December 31, 2025 there are no issued and outstanding preferred shares.

b. Reverse Share split

On August 22, 2025, the Company effected 1-for-3.16 reverse splits of its issued and outstanding common shares, pursuant to which holders of the Company's common shares received 0.316 of a common share for every one common share. All share amounts have been retroactively restated for all periods presented.

c. Share issuance during the period

(i) On August 21, 2025, Reem completed a non-brokered private placement for aggregate gross proceeds of CAD$1,415,000 ($1,018), and issued 1,768,750 Common Shares and 1,768,750, warrants to purchase the same amount of Common Shares at an exercise price of CAD$1.20 for a period of five years from the grant date ("Warrants") (see note 1(c)).

(ii) On August 28, 2025, on completion of the RTO:

(a) the Company completed a private placement for gross proceeds of CAD$2,051,732 ($1,476) and issued 2,564,665 common shares and 2,564,665 Warrants (see note 14).

(b) the Convertible debentures and the Convertible Shareholder Debentures were all converted and the Company issued 29,763,253 Common Shars and 25,140,419 Warrants as part of the (see note 11 and 12).

(c) the Company issued 2,162,051 Common Shares and 684,131 Warrants as finders' fees. The finders' warrants are exercisable for a period of 2 years from the issue date and have a fair value of $140, which was determined using the Black-Scholes option pricing model with the following assumptions: volatility of 65%, risk-free interest rate of 2.94% per annum, expected life of 2 years and share price of CAD$0.80.

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 17 – WARRANTS

a. Warrant transactions for the year ended December 31, 2025 are summarized as follows:

	Accounting treatment	Number of Warrants	Weighted average exercise price (CAD)
Balance at January 1, 2025		-	$ -
Issued in the private placement (notes 14, 16(c)(i))	Liability	1,768,750	1.20
Issued in the private placement (notes 14, 16(c)(ii)(a))	Liability	2,564,665	1.20
Issued on conversion of convertible debentures (notes 14, 16(c)(ii)(b))	Liability	25,140,419	1.20
Finders’ warrants (note 16(c)(ii)(c))	Equity (*)	684,131	1.20
Balance at December 31, 2025		30,157,965	$ 1.20

(*) Finders’ warrants are accounted for under IFRS 2 and therefore have been classified as equity

b. As of December 31, 2025, the Company had warrants outstanding as follows:

Number of warrants	Date of expiry	Exercise price (CAD)
30,157,965	August 27, 2027	$ 1.20
30,157,965

NOTE 18 - STOCK OPTIONS

a. Omnibus Incentive Plan

The Company’s omnibus plan provides that the Board of Directors of the Company may issue stock options and restricted share units from time to time, in its discretion and in accordance with the TSXV requirements, grant to directors, officers, consultants and employees of the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance does not exceed 10% of the total issued and outstanding common shares of the Company, exercisable for a period of up to ten (10) years from the date of the grant.

The following table summarizes the Company’s outstanding and exercisable stock options:

	Number of Options	Weighted Average Exercise Price (CAD)	Expiry Date
Balance, December 31, 2024 and 2025	250,000	$ 0.32	February 11, 2027

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 18 - STOCK OPTIONS (continued):

b. Seegnal Israel Option Plan

In February 2019, Seegnal Israel's Board of Directors approved Seegnal Israel's 2019 Employee Stock Ownership Plan (the "Seegnal Israel Option Plan"), pursuant to which options may be granted to employees, consultants and directors of Seegnal Israel ("Seegnal Israel Options"). Each Seegnal Israel Option can be exercised to one ordinary share of NIS 0.01 par value of Seegnal Israel ("Seegnal Israel Share"). The Seegnal Israel Shares purchased upon exercise of the Seegnal Israel Options are to have the same rights as other Seegnal Israel Shares. The share-based payment expense is recorded under non-controlling interest.

The Seegnal Israel Options shall vest following the vesting dates and for the number of shares as shall be provided in the option agreement. Any option not exercised within 10 years from grant date or within 3 months from termination of employment (and in certain cases according to a resolution of the Board of Directors) will expire, unless extended by the Board of Directors.

The fair value of each Seegnal Israel Option grant was estimated at the date of grant using Black- Scholes model.

Following the completion of the RTO, the Company has agreed with the relevant Canadian regulators that no further Seegnal Israel Options are to be issued under the Seegnal Israel Option Plan.

The following are the grants of Seegnal Israel Options to employees and other service providers of Seegnal Israel:

	For the years ended December 31,
	2025		2024
	Number of options	Weighted average of exercise price per 1 ordinary share	Number of options	Weighted average of exercise price per 1 ordinary share
Outstanding at the beginning of year	4,298,729	$ 0.40	5,759,543	$ 0.39
Forfeited (Note c)	-	$ -	(1,460,814)	$ (0.36)
Outstanding at year ended	4,298,729	$ 0.40	4,298,729	$ 0.40
Exercisable at year ended	3,284,950	$ 0.38	2,309,342	$ 0.38

c. During the year ended December 31, 2024, 1,460,814 Seegnal Israel Options, with a fair value of $455, were canceled due to employees leaving Seegnal Israel. The related amounts were charged to the non-controlling interest in the consolidated statements of changes in deficiency.

d. The total share-based compensation expenses recognized in the consolidated statement of comprehensive loss were $582 and $1,011 for the years ended December 31, 2025 and 2024, respectively. The related amounts were charged to the non-controlling interest in the consolidated statements of changes in deficiency.

e. As of December 31, 2025, Seegnal Israel Options outstanding have a weighted average remaining contractual life of 6.3 years (December 31, 2024: 7.3 years).

Seegnal Inc.

(Formerly Reem Capital Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE19 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES

a. Transactions with related parties:

See notes 11 and 13.

b. Compensation to key management personnel

The compensation to key management personnel (CEO and CFO) for services they provide to the Company is as follows:

	Year ended December 31,
	2025	2024
Former Chief Executive Officer	$ 262	$ 245
Chief Executive Officer	11	-
Chief Financial Officer	60	70
Share based payments- former CEO	493	944
	$ 826	$ 1,259

c. Amounts owed to related parties

Amounts owed to related parties are as follows:

	December 31,
	2025	2024
Former Chief Executive Officer	$ 24	$ 22
Chief Executive Officer	11	-
Chief Financial Officer	10	23
Convertible Shareholder Debentures	-	8,279
Shareholders Loans	1,139	-
	$ 1,184	$ 8,324

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 20- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA

a. Summary information about geographic areas:

The Company manages its business on a basis of one reportable segment. The following is a summary of revenues within geographic areas:

	Year ended December 31,
Revenues based on customer location:	2025	2024
Israel	$ 1,249	$ 1,192
Abu-Dhabi	14	173
	$ 1,263	$ 1,365

Substantially all the Company's non-current assets are located in Israel.

b. Major customer data as a percentage of total revenues:

The following table sets forth the customers that represented 10% or more of the Company's total revenues in each of the periods set forth below:

	Year ended December 31,
	2025	2024
Customer A	59%	54%
Customer B	29%	26%
Customer C	1%	13%

Seegnal Inc.
(Formerly Reem Capital Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the years ended December 31, 2025 and 2024
U.S. dollars in thousands, except per share data

NOTE 21 - TAXES ON INCOME

The reconciliation of the income tax recovery at the combined Canadian federal and provincial statutory income tax rate of 26.5% (2024: 23%) to the actual income tax recovery for the years ended December 31, 2025 and 2024 is as follows:

	2025		2024
Loss before income taxes	$	(6,208)	$
Expected income tax recovery		(1,645)
Change in fair value of financial instruments		320
Non-deductible expenses		-	232
Effects of foreign exchange		(977)
Difference in corporate statutory rates		312
Other		-	281
Change in tax benefits not recognized		1,990
Income tax recovery	$	-	$

Deferred Tax

The Company's unrecognized deferred tax assets are as follows:

	2025		2024
Non-capital loss carryforwards	$	8,716	$ 7,037
Capital loss carryforwards		7	6
Transaction costs		338	-
Research and development costs		91	119
		9,152	7,162
Less: Valuation allowance		(9,152)	(7,162)
	$	-	$ -

The Company has Canadian non-capital loss carry forwards of $78 that expire in 2045.

The Company has Israeli net operating losses of $37,805 that carry forward indefinitely.

The Company has Israeli capital losses of $30 that carry forward indefinitely.

Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.

Deferred tax assets have not been recognized in respect of these deferred tax assets because it is not probable that future taxable income will be available against which the Company can utilize the benefits therefrom.

Seegnal Inc.

(Formerly Reem Capital Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 22 – COST OF REVENUES

	Year ended December 31,
	2025	2024
Payroll and related expenses	$ 873	$ 778
Share based compensation	39	39
Databases and IT	270	322
Depreciation	1	143
Royalties	72	51
	$ 1,255	$ 1,333

NOTE 23 - RESEARCH AND DEVELOPMENT

	Year ended December 31,
	2025	2024
Payroll and related expenses	$ 281	$ 292
Share based compensation	38	(4)
Subcontractors	120	51
Databases and IT	83	52
Depreciation	-	59
Other	27	28
	$ 549	$ 478

NOTE 24 – SALES AND MARKETING EXPENSES

	Year ended December 31,
	2025	2024
Payroll and related expenses	$ 219	$ 82
Share based compensation	246	473
Conference and travel	71	43
Other	113	140
Depreciation	-	14
	$ 649	$ 752

Seegnal Inc.

(Formerly Reem Capital Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024

U.S. dollars in thousands, except per share data

NOTE 25 - GENERAL AND ADMINISTRATION COSTS

	Year ended December 31,
	2025	2024
Payroll and related expenses	$ 166	$ 175
Share based compensation	259	503
Professional fees	842	331
Office expenses and other related expenses	334	309
Depreciation	62	70
	$ 1,663	$ 1,388

AI assistant

Seegnal — Audit Report / Information 2025

48214_rns_2026-05-13_12a1535c-bae9-4428-a9d7-2d639240cf69.pdf

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit Matters

Zeifmans

Other Matter

Other Information

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

Zeifmans

Zeifmans

Nature and continuance of operations and going concern (Note 1)

Commitments and contingencies (Note 15)

Seegnal Inc. (Formerly Reem Capital Corp.)

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY

Seegnal Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL

NOTE 1 – GENERAL (continued)

Seegnal Inc.

NOTE 1 - GENERAL (continued)

NOTE 2 - MATERIAL ACCOUNTING POLICIES

a. Basis for preparation:

b. Functional currency

c. Cash and cash equivalents

d. Restricted deposits

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

e. Property and equipment

f. Financial assets

g. Impairment of non-monetary assets

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

h. Financial liabilities

i. Current and Deferred taxes

Seegnal Inc.

NOTE 2 - MATERIAL ACCOUNTING POLICIES (continued)

o. Revenue recognition (continued)

p. Government grants

NOTE 3 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Seegnal Inc.

(Formerly Reem Capital Corp.)

NOTE 3 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

d) Liquidity risk

e) Fair Value Measurements

Seegnal Inc.

NOTE 6 - OTHER CURRENT ASSETS

NOTE 7 - OTHER ACCOUNTS PAYABLE AND ROYALTY PROVISIONS

NOTE 8 - LEASE

a. General

b. Right-of-use assets

c. Lease liabilities

NOTE 9 - SHORT TERM LOANS FROM BANK

NOTE 10 - LONG TERM LOAN FROM BANK

NOTE 11 - CONVERTIBLE SHAREHOLDER DEBENTURES

NOTE 12 - CONVERTIBLE DEBENTURES

Seegnal Inc.

NOTE 13 – SHAREHOLDERS LOANS

NOTE 14 – WARRANT LIABILITY

Seegnal Inc.

NOTE 15 - COMMITMENTS AND CONTINGENCIES

a. Israel Innovation Authority - funding participation plans

b. Development and exclusive technology license agreement

c. Royalty Payments and future consideration to Teva

NOTE 17 – WARRANTS

NOTE 18 - STOCK OPTIONS

a. Omnibus Incentive Plan

Seegnal Inc.

NOTE19 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES

NOTE 20- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA

a. Summary information about geographic areas:

b. Major customer data as a percentage of total revenues:

NOTE 21 - TAXES ON INCOME

Deferred Tax

Seegnal Inc.

(Formerly Reem Capital Corp.)

NOTE 22 – COST OF REVENUES

NOTE 23 - RESEARCH AND DEVELOPMENT

NOTE 24 – SALES AND MARKETING EXPENSES

Seegnal Audit Report / Information 2025