Sharp Therapeutics Corp. (formerly EVP Capital Inc.)

Management Discussions and Analysis

For the year ended December 31, 2025

Dated April 17, 2026

Introduction

The following management discussion and analysis ("MD&A") of Sharp Therapeutics Corp., ("we", "our", "STC" or the "Company"), formerly EVP Capital Inc. ("EVP"), should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2025 and December 31, 2024 (the "Financial Statements"), which are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

This document is intended to assist the reader in better understanding operations and key financial results as of the date of this MD&A. The audited consolidated financial statements and this MD&A have been approved by the Company's board of directors on April 17, 2026.

All dollar amounts referred to in this MD&A are expressed in United States dollars, which is the Company's presentation currency, except as otherwise indicated herein.

Further information about the Company and its operations is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Cautionary Note Regarding Forward-Looking Statements

This MD&A includes statements or information which constitute forward-looking information (collectively, "forward-looking statements") within the meaning of applicable U.S. and Canadian securities laws. Forward-looking statements include, but are not limited to, statements with respect to activities, events or developments that the Company expect or anticipate will or may occur in the future, including management's assessment of future plans, operations and performance and statements with respect to the business plan of the Company. In certain cases, forward-looking statements can be identified by terminology such as "may", "will", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "forecast", "outlook", "potential", "continue", "should", "likely", or the negative of these terms or other comparable terminology. Forward-looking statements in this MD&A include, but is not limited to, the Company's expectations regarding the timing and completion of, preclinical and clinical studies; receiving required approval from International and United States regulators Food and Drug Administration (the "FDA"); statements with respect to the industry in which the Company operates and the business strategy and objectives of the Company.

Although management believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking statements contained herein are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements as they involve assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management at the date the forward-looking statements are made, including, but not limited to; the ability of the Company to raise sufficient capital to advance the business of the Company, including to be able to fund service fees associated with the Exchange listing; research and development costs remaining consistent with budgets; favorable operating conditions; political and regulatory stability; obtaining and maintaining all required licenses and permits; receipt of governmental approvals and permits; sustained labor stability; favorable debt and equity markets; the ability of the Company to be successful in its research and development initiatives; and the availability of third-party service providers and other inputs for the Company's operations.

While the Company considers these assumptions to be reasonable, many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Risks, uncertainties and factors which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements include, without limitation, risks relating to: there being no assurance as to the Company's ability to continue as a going concern; there being no assurance that the net proceeds of the Pre-Closing Financing (as defined herein) will be used as currently contemplated by the Company, the allocation and use of which is at the discretion of the Company,

or that the Company will achieve the results from the use of such proceeds as currently targeted; the detrimental impact of future losses and negative cash flow from operations; the ability to obtain financing on commercially reasonable terms, or at all; lack of product or service revenue; inability to file investigational new drug applications or clinical trial applications to commence clinical trials in a timely manner; difficulty enrolling patients in clinical trials; competition from other biotechnology and pharmaceutical companies; violations of laws and regulations or changes in the laws and regulations applicable to the Company; regulatory or political change; maintaining and enhancing reputation and brand recognition; liability and substantial expenses due to environmental compliance or remediation; reliance on third parties to plan, conduct and monitor preclinical studies and clinical trials; requirements of commercial scale and quality manufactured drug supply; negative results from pre-clinical and clinical trials or studies of others; unfavorable publicity or consumer perception; failure to achieve publicly announced milestones; reliance on the capabilities and experience of key executives, employees and contractors of the Company; disruptions due to acquisitions or collaborations; litigation; conflicts of interest; limited operating history; exposure to the fluctuation of foreign exchange rates; enforcement of judgements and effecting service of process on directors and officers; ability to protect intellectual property; changes in patent law; requirements to share intellectual property with service providers; general economic, market and business conditions, other risks factors including those found in this MD&A under the heading "Risks and Uncertainties".

Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors, currently not known to the Company or deemed to be immaterial by the Company, that cause results not to be as anticipated, estimated or intended. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking statements prove incorrect, the actual results or events may differ materially from the results or events predicted. There can be no assurance that such forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such forward-looking statements. The forward-looking statements contained herein are presented for the purposes of assisting readers in understanding the Company's expected operating and financial performance and the Company's plans and objectives and may not be appropriate for other purposes. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement.

Forward-looking statements are made as of the date such forward-looking statements and the Company does not undertake any obligation to revise or update any forward-looking statements other than as expressly required by applicable law.

Overview

Corporate Structure

Sharp Therapeutics Corp., formerly EVP Capital Inc., was incorporated under the Business Corporations Act (Ontario) on October 4, 2021, and is listed on the TSX Venture Exchange (the "Exchange"). Sharp Edge Labs, Inc. ("SEL" or "Sharp Edge"), a Delaware (USA) corporation, is a wholly-owned subsidiary of the Company. Sharp Edge is a preclinical-stage drug discovery company developing therapeutics for genetic diseases. The registered address of the Company is One First Canadian Place, Suite 3400, Toronto, Ontario M5X 1A4. The Company's head office is located at 2403 Sidney St., Suite 264, Pittsburgh PA 15203.

Arrangement Agreement and Plan of Merger

EVP, Sharp Edge, and SEL Acquisition Co Inc., a wholly-owned subsidiary of EVP incorporated under the laws of the state of Delaware ("Merger Sub"), entered into a definitive arrangement agreement and plan of merger dated June 28, 2024, as amended on October 31, 2024 (the "Arrangement Agreement"). The Arrangement Agreement contemplated that, among other things, EVP would acquire all of the issued and outstanding shares of SEL, and Merger Sub would merge with and into SEL, with SEL continuing as the surviving corporation under the Delaware General Corporation Law. Pursuant to the terms of the Arrangement Agreement, each issued and outstanding share of common stock in the capital of Sharp Edge (each a "Sharp Edge Share") was exchanged for common shares of EVP (the "Resulting Issuer Shares") on the basis of approximately 31.21940 Resulting Issuer Shares for one (1) Sharp Edge Share (the "Exchange Ratio") such that all holders of Sharp Edge Shares would become shareholders of EVP and Sharp Edge would become a wholly-owned subsidiary of EVP (the "Arrangement").

The transaction closed and the Arrangement became effective on December 11, 2024 (the "Closing Date"). For further details regarding the Arrangement, please refer to note 6 of the Financial Statements.

EVP was a "capital pool company" under the policies of the Exchange and the Arrangement constituted its "Qualifying Transaction" in accordance with Exchange Policy 2.4 - Capital Pool Companies ("Policy 2.4"). In connection with the closing of the Arrangement, EVP was renamed Sharp Therapeutics Corp. and is listed as a Tier 2 Life Sciences Issuer on the Exchange.

Prior to and as a condition of closing the Arrangement, on October 18, 2024, Sharp Edge completed a non-brokered private placement of units of Sharp Edge (the "Units") for gross proceeds of $5,000,000 (the "Pre-Closing Financing") pursuant to a stock purchase agreement dated August 15, 2023, as amended and restated, supplemented or otherwise modified from time to time among Sharp Edge and the parties named therein. The Units were issued at an issue price of $4.55 per Unit (prior to any adjustment resultant from the Arrangement). Each Unit was comprised of one Sharp Edge Share and one half of one common stock purchase warrant (each full warrant, a "Sharp Edge Warrant"). Each full Sharp Edge Warrant entitles the holder thereof to purchase one Sharp Edge Share at an exercise price of $4.55 per Sharp Edge Share within 12 months of the date of issue. The net proceeds from the Pre-Closing Financing would be used for working capital purposes. No finder's fee or commission was payable in connection with the Pre-Closing Financing.

All Sharp Edge redeemable preferred shares (note 13 of the Financial Statements), convertible preferred shares (note 14 of the Financial Statements) and convertible notes (note 12 of the Financial Statements) were converted into Sharp Edge Shares concurrently with the closing of the Pre-Closing Financing. All Sharp Edge Warrants and options to purchase Sharp Edge Shares (note 15 of the Financial Statements) outstanding on the Closing Date were exchanged for similar securities of the Resulting Issuer on the basis of the Exchange Ratio pursuant to and in accordance with the Arrangement (the "Share Exchange"). The Share Exchange is reflected in the Financial Statements and this MD&A.

Share Consolidation

The Company executed a share consolidation on a 10-to-1 basis (the "Share Consolidation"), which became effective on January 27, 2025. The Share Consolidation is reflected in the Financial Statements and this MD&A.

Business of the Company

The business of the Company is the discovery and development of small molecule therapies for the treatment of genetic diseases. Small molecule refers to a chemically synthesized molecule that is not of biological origin and would generally resemble traditional pharmaceutical drugs in that these compounds would be produced in a form to be taken orally in the forms of pill, capsule or others (e.g. aspirin). The Company uses the term "genetic diseases" to refer to disorders that are caused by gene mutation or deletion, typically resulting in a loss of a critical biological function. The loss of a critical biological function results in certain symptoms related to the characteristics of the genetic disease causing such loss. Examples of genetic diseases include, but are not limited to, cystic fibrosis (loss-of-function mutations in the CFTR protein), muscular dystrophy (loss-of-function mutations in the DMD protein), and Gaucher disease (loss-of-function mutations in the GCase enzyme). Over 7,000 genetic diseases have been identified, and disease-modifying therapies are only available for approximately 24 genetic diseases. The Company currently operates in one single reportable operating segment, its research and development of therapeutic treatments for genetic diseases.

The Company uses a collection of platform technologies to discover compounds that can restore the function lost in mutation, thus restoring the patient to normality. The key components of this technology platform are:

the CoreX™ assay technology, which enables very precise and accurate measurements of the loss-of-function associated with gene mutation in a particular disease;
the AlloChem™ compound libraries that have been curated from commercial compound libraries for their ability to bind the target protein in an allosteric manner, thus possibly increasing its stability and activity at the same time (the AlloChem™ libraries were developed based on structural principals elucidated by extensive supercomputing calculations in the founder's laboratories); and
the Mine™ data system and machine learning layer that combines data from all compounds and all programs to provide models for what compounds should be made during medicinal chemistry and also to improve the data quality of the signals coming from the CoreX™ assays.

These technologies combine in a discovery platform that has produced candidate small molecules that are the basis of the clinical opportunities that the Company is pursuing.

The Company continues to discover and develop these compounds for future commercial sale. The development process is regulated in the United States by the FDA and globally by similar regulatory bodies such as the European Medicines Agency (the "EMA") and Health Canada in Canada. Any compound discovered in the Company's laboratories will need to follow the well-established process of clinical trials known as Phase I (safety), Phase II (efficacy) and Phase III (breadth of applicability to larger patient populations). A key goal of the Company during the year ended December 31, 2025 was the optimization of the safety and efficacy of compounds from each of its advanced programs in order to file an Investigational New Drug Application ("IND") with the FDA to allow entry into Phase I trials (and eventually further trials to enable FDA approval and entry into each market). As such, the Company is considered a "preclinical" therapeutics company.

The Company has two advanced programs and a pipeline of projects that are earlier in the preclinical research process. In each of these programs a variety of related compounds are synthesized to optimize drug properties (efficacy for mutation restoration, metabolism/half-life, safety, etc.). Once these properties are optimized, the Company will choose a compound for each program and begin more formal studies (IND-enabling studies) to facilitate filing with the FDA to commence clinical trials and compound development (each, a "Clinical Candidate" or "Candidate"). Compound optimization, through iterative rounds of synthesis and testing, has been the primary activity of the Company to date.

The Company's most advanced programs are:

A small molecule that restores activity of mutated GCase protein. Mutation and loss of activity of GCase is the genetic cause of Gaucher disease. The Company has identified compounds that restore activity in a variety of GCase mutations and has optimized the properties of these compounds leading to identification of '901, a Clinical Candidate being taken into IND-enabling studies in 2026 to support a Gaucher clinical trial. There is a potential alternative application of these compounds in Parkinson's disease patients with GCase mutations, and the Company is generating a strategy for developing these compounds for that indication as well. Slightly less than half of the Company's efforts have been directed to establishing a Clinical Candidate from this program. '901 was advanced into non-GLP studies in the last quarter of 2025. As part of the '901 program the Company continued a backup medicinal chemistry program (the "'901 backup program") that identified compounds with more attractive physical properties and different metabolism characteristics. The non-GLP studies on the '901 candidate completed in April 2026 and showed that the compound has non-optimal dose proportionality. Responding to these results the company has decided to further characterize and elevate a compound from the '901 backup program for further development. As of March 2026, these studies are ongoing.
A small molecule that prevents the degradation of the neuroprotective protein programulin, thus increasing programulin levels preventing neurodegeneration. Familial frontotemporal dementia ("fFTD") is a genetic disease-causing dementia. fFTD is caused by mutation in the PGN gene, which leads to decreased levels of programulin and neuroinflammation. Studies have shown that elevating programulin levels prevents neurodegeneration in animal models. The Company has identified small molecules that prevent the degradation of programulin, thus elevating its levels and increasing its neuroprotective effect. Slightly less than half of the Company's efforts have been directed to establishing a Clinical Candidate from this program. During 2025 the company continued to improve these compounds and has not yet advanced a compound from this program as a Clinical Candidate. The effort on this program was scaled back to approximately 25% of R&D expenditure to provide emphasis for the NPC-1 program (below) which made substantial progress during 2025.
A small molecule that reverses the cholesterol storage phenotype seen in Niemann Pick Type C patient fibroblast cells. These compounds were subject to medicinal chemistry optimization for pharmaceutical properties. This optimization led to substantially more efficacious compounds with significantly improved pharmaceutical properties. Our R&D expenditure on these compounds is approximately 25% of the R&D budget.

The Company employs contractors ("contract research organizations" or "CROs") to perform some of the work required to identify a Clinical Candidate including BioPharma Works (medicinal chemistry design) and Jubilant Biosystems for

chemical synthesis and key tests of compound properties including animal tests for safety and efficacy. Another CRO the Company engages, ChemPartner, is used primarily for animal studies supporting Clinical Candidate nomination. Candidate nomination requires additional studies beyond what is typical in the earlier medicinal chemistry stage of a program and this is reflected increased spending by the Company in the area of CROs biology, during the latter part of 2025. Another CRO the Company engaged, Rho Clinical, is used primarily for providing guidance on FDA regulatory strategy and the IND-Enabling studies for IND submission. Rho Clinical also provides guidance on regulatory guidance and strategy for Phase I and II clinical trials for the Gaucher program. Following Clinical Candidate nomination, each compound will undergo IND-enabling toxicology studies, and the Company expects to request a pre-IND meeting with FDA to discuss our clinical plans for the program in Q3 2026. These additional activities will increase the spending in the areas of CRO Biology and Chemistry.

Issuance of Unsecured Convertible Notes

On February 2, 2026, the Company announced the terms of a proposed non-brokered private placement for an aggregate principal amount of up to $3,000,000 of unsecured convertible notes of the Company (collectively, the "Notes"), in the principal amount of $1,000 per Note (the "Note Offering"). The initial closing of the Note Offering occurred on February 27, 2026 and subsequent closings (the "Note Closing Dates") up to the date of this MD&A have resulted in the aggregate issuance of 1,550 Notes resulting in proceeds of $1,550,000. The proceeds of the Note Offering will be used for general working capital purposes. Each Note shall be convertible at the option of the holder into common shares in the capital of the Company (each, a "Conversion Share") at a conversion price of US$2.00 per Conversion Share (the "Conversion Price"), at any time prior to the date that is twelve (12) months following the applicable Note Closing Date (the "Maturity Date"). Each Note shall bear interest at a rate of six percent (6.0%) per annum, calculated as simple interest accrued monthly in arrears. Interest on the principal amount outstanding under each Note shall accrue during the period commencing on the applicable Note Closing Date and shall be payable by the Company in cash on the Maturity Date. Prior to the Maturity Date of the Notes, and only upon the completion by the Company of an equity financing with aggregate proceeds to the Company of at least US$7,000,000 (exclusive of any conversion proceeds from the Notes), the Company shall convert all of the outstanding principal amount of the Notes into Conversion Shares at the Conversion Price, upon giving the holders of the Notes not less than twenty (20) calendar days advance written notice. Any interest accrued and outstanding on the Notes at the time of such conversion shall be payable by the Company in cash.

Regulatory Environment

Drug Discovery Activities

The Company is involved in developing human therapies each of which will require regulatory approval. The next step in that process is the filing of an IND with the FDA for approval to commence human clinical trials. The IND application contains specific experiments be carried out in strict compliance with FDA standards, including Good Manufacturing Practice "GMP" and Good Laboratory Practice ("GLP") standards. These standards go well beyond what a typical research laboratory would employ, and so these studies will be performed by CROs that specialize in GLP and GMP studies and their reporting requirements.

Developing a Clinical Candidate requires committing to a larger investment in development, and so many non-GLP studies are done in an attempt to ensure success in the later GLP and GMP studies that will be used as the basis of our formal regulatory filings. These preparatory studies have been the focus of the Company in its two most advanced programs (PGRN and GBA), and this preparation for the regulatory filings has resulted in increased spending in our CRO biology and chemistry budgets.

Milestones

Clinical Candidate Nomination for Gaucher Disease

On May 13, 2025, the Company announced that it has nominated a small molecule compound from its GBA program for clinical development in Gaucher disease. The Company has launched its clinical development program for Gaucher disease by nominating '901 a compound from the SEL-148,721 series of GCase -restoring small molecules to enter IND-enabling studies. The Company began compound scale-up and formal safety studies during the second half of 2025, and

these studies continued into the first quarter of 2026. If successful, the Company expects to file an IND application with the Food and Drug Administration and enter Phase I clinical trials at some point between Q4 2026 and Q1 2027. Immediately following nomination of '901, the chemistry R&D turned to identifying "'901 backups" a program that has yielded compounds with improved properties affording the company the opportunity to substitute a superior compound for clinical studies. The chemistry effort remained the same throughout the year on the backup program. The non-GLP safety studies read out early in April of 2026, and based on that data, the company has decided to substitute a compound from the backup program in order to pursue the optimal compound in the clinic. The Company expects to nominate a Clinical Candidate from the backup program late in 2026 at the earliest. Current spending levels on the program will remain the same during this effort.

Summary of Quarterly Results and Fourth Quarter Results

The following table sets forth selected unaudited condensed financial information for each of the last eight quarters of continuing operations:

Three months ended	Assets	Liabilities	Revenue	Weighted average shares outstanding*	Net (loss) income	Basic (loss) income per share	Loss from operations	Basic loss per share from operations
December 31, 2025	$1,951,908	$2,128,503	$Nil	30,069,191	(1,594,400)	(0.05)	(1,558,539)	(0.05)
September 30, 2025¥	3,029,870	1,771,424	Nil	29,977,375	(1,138,123)	(0.04)	(1,089,656)	(0.04)
June 30, 2025¥	4,220,736	1,871,317	Nil	29,534,642	(1,490,649)	(0.05)	(1,488,096)	(0.05)
March 31, 2025¥	3,157,128	2,516,142	Nil	28,220,870	(1,950,860)	(0.07)	(1,376,260)	(0.05)
December 31, 2024	4,553,992	1,969,282	Nil	23,048,452	454,153	0.02	(724,535)	(0.03)
September 30, 2024**	1,414,671	16,606,884	Nil	4,347,676	(679,633)	(0.16)	(613,940)	(0.14)
June 30, 2024**	1,388,689	15,901,270	Nil	4,347,676	(1,805,118)	(0.42)	(593,389)	(0.14)
March 31, 2024	1,361,974	14,071,939	Nil	4,347,676	(1,230,042)	(0.28)	(608,871)	(0.14)

*Adjusted for the Exchange Ratio and the Share Consolidation ** Loss from operations has been represented to reflect certain reclassifications from general and administrative expense to other income (loss). ¥ Prior-period errors related to a) the change in fair value of warrant liabilities, b) the derecognition of warrant liabilities upon exercise and c) the accrual for directors' fees have been corrected in the quarterly comparative information presented in this management discussion and analysis. These errors were not material to the Q1-Q3 interim condensed consolidated financial statements and related Q1-Q3 interim management discussion and analysis previously filed with the TSXV.

The Company has not generated revenues from continuing operations in each of the preceding eight quarterly periods.

Net loss for the three months ended December 31, 2025 is $1,594,400, which primarily consists of a loss from operations of $1,558,539. Loss from operations includes research and development expenses of $975,469, general and administrative expenses of $427,789 and share-based compensation expense of $155,281. Loss from operations has increased in the quarterly periods in 2025 compared to the quarterly periods in 2024 primarily as a result of increased research and development activities primarily in connection with the Company's Gaucher, Niemann Pick C, and Progranulin programs as well as increased general and administration costs primarily due to increased professional fees following the Company's listing on the TSXV. In addition, the share-based compensation expense increased in 2025 and in particular in the fourth quarter in connection with new stock option grants during the year.

The Company recorded net income of $454,153 for the three months ended December 31, 2024, primarily in connection with aggregate realized gains on the exercise of convertible notes and the conversion of redeemable preferred shares of $2,155,819 as well as a gain recorded on the change in fair value of warrant liabilities of $512,879 as a result of replacement warrants being issued in connection with the reverse take-over transaction, which partially offset a loss from operations of $724,535.

During the three months ended June 30, 2025 the Company received proceeds of approximately $2,500,000 in connection with the exercise of warrants, resulting in an increase in total assets and shareholders' equity during that period. During the three months ended December 31, 2024, the Company raised net proceeds of $4,963,222 from the Pre-Closing Financing, net of share issuance costs, that closed on October 18, 2024, resulting in an increase in total assets and shareholders' equity during that period. During the three month periods ended September 30, 2024, June 30, 2024 and March 31, 2024, the Company raised gross proceeds of $950,000, $750,000, and $500,000, respectively, through the issuance of convertible notes.

Selected Financial Information

Balance Sheet Highlight

Assets	December 31, 2025	December 31, 2024	December 31, 2023
Cash	$ 956,596	$ 3,484,672	$ 376,868
Prepaid expenses	58,618	34,311	48,769
Deposit	16,680	16,680	16,680
Property and equipment	4,829	18,665	19,993
Right-of-use asset, net	915,185	999,664	1,084,143
Total Assets	$ 1,951,908	$ 4,553,992	$ 1,546,453
Liabilities	December 31, 2025	December 31, 2024	December 31, 2023
---	---	---	---
Accounts payable and accrued liabilities	$ 845,979	$ 522,985	$ 411,677
Lease liabilities	1,282,524	1,315,633	1,344,681
Convertible notes payable	-	-	7,074,417
Redeemable preferred shares	-	-	4,178,659
Warrant liabilities	-	130,664	19,444
Total Liabilities	$ 2,128,503	$ 1,969,282	$ 13,028,878

The cash balance decreased from $3,484,672 as of December 31, 2024 to $956,596 as of December 31, 2025 as cash was used in operations, primarily for research and development activities, and in connection with the Company's leased facility. This was partially offset by proceeds from the exercise of warrants and stock options during the year of $2,523,134.

The right-of-use asset decreased from $999,664 as of December 31, 2024 to $915,185 as of December 31, 2025. This decrease is due to amortization of the leased assets over the lease term.

Accounts payable and accrued liabilities increased from $522,985 as of December 31, 2024 to $845,979 as of December 31, 2025 primarily due to cash flow management.

Lease liabilities decreased from $1,315,633 as of December 31, 2024 to $1,282,524 as of December 31, 2025, reflecting scheduled payments made against lease obligations partially offset by interest expense incurred.

Income Statement Highlight

	Year Ended December 31, 2025	Year Ended December 31, 2024	Year Ended December 31, 2023
Net loss	$ (6,174,032)	$ (3,260,640)	$ (3,564,747)
Loss per share, basic and diluted*	(0.21)	(0.36)	(25.62)
Loss from operations	(5,512,551)	(2,540,735)	(2,267,542)
Loss per share from operations, basic and diluted*	(0.19)	(0.28)	(16.29)

*Per share amounts for the year ended December 31, 2023 have not been adjusted for the Exchange Ratio and the Share Consolidation.

Net loss and loss per share, basic and diluted, for the year ended December 31, 2025 is $6,174,032 and $0.21, respectively. Compared to the year ended December 31, 2024, this represents an increase to net loss from $3,260,640 and a decrease to loss per share, basic and diluted, from $0.36. The increase to net loss is primarily due to an increase in loss from operations which includes research and development expenses of $3,527,740, general and administrative expenses of $1,731,238 and share-based compensation expenses of $253,573, for the year ended December 31, 2025. Loss from operations has increased primarily as a result of increased research and development activities primarily in connection with the Company's Gaucher, Niemann Pick C, and Progranulin programs as well as increased general and administration costs primarily due to increased professional fees following the Company's listing on the TSXV. In addition, share-based compensation expense has increased in 2025 in connection with new stock option grants during the year. Loss per share decreased primarily due to an increase in the weighted average common shares outstanding during the year.

Result From Operations

The following table sets forth information regarding the Company's consolidated income statements:

	(Unaudited) Three Months Ended December 31, 2025	(Unaudited) Three Months Ended December 31, 2024	(Audited) Year Ended December 31, 2025	(Audited) Year Ended December 31, 2024
OPERATING EXPENSES
General and administrative	$ 427,789	$ 179,075	$ 1,731,238	$ 436,854
Research and development	975,469	540,455	3,527,740	2,093,872
Share-based compensation	155,281	5,005	253,573	10,009
TOTAL OPERATING EXPENSES	$ 1,558,539	$ 724,535	$ 5,512,551	$ 2,540,735
LOSS FROM OPERATIONS	$ (1,558,539)	$ (724,535)	$ (5,512,551)	$ (2,540,735)
OTHER ITEMS			-	-
Change in fair value of warrants liabilities	$ -	$ 512,879	$ (525,124)	$ 515,828
Accretion on lease liabilities	(41,281)	(69,802)	(166,891)	(170,951)
Interest income	82	-	82	-
Other income (expense)	5,338	590,590	30,452	(16,907)
Listing expense	-	(2,010,878)	-	(2,010,878)
Change in fair value of convertible notes ¥	-	408,392	-	(278,159)
Change in fair value of redeemable preferred shares	-	-	-	(506,345)
Realized gain on redeemable preferred shares	-	1,747,507	-	1,747,507
NET INCOME (LOSS)	$ (1,594,400)	$ 454,153	$ (6,174,032)	$ (3,260,640)
Other comprehensive (loss) income from currency translation ¥	(71,795)	6,056	(43,978)	6,056
COMPREHENSIVE INCOME (LOSS)	$ (1,666,195)	$ 460,209	$ (6,218,010)	$ (3,254,584)
Income (loss) per share – basic ¥	$ (0.05)	$ 0.02	$ (0.21)	$ (0.36)
Income (loss) per share – diluted ¥	$ (0.05)	$ 0.02	$ (0.21)	$ (0.36)
Weighted average number of common shares outstanding – basic * ¥	30,069,191	23,048,452	29,457,027	8,998,230
Weighted average number of common shares outstanding – diluted * ¥	30,069,191	25,852,744	29,457,027	8,998,230

*Adjusted for the Exchange Ratio and the Share Consolidation. ¥ The comparative figures for the three months ended December 31, 2024 have been corrected to reflect the inclusion of the change in fair value of convertible notes as well as a correction to other comprehensive income from currency translation. In addition, weighted average common shares outstanding for basic and diluted income per share have been updated to appropriately reflect the Exchange Ratio and the Share Consolidation.

Operating Expenses

The details of research and development and general and administrative expenses are presented below:

Research and development expenses	(Unaudited) Three Months Ended December 31, 2025	(Unaudited) Three Months Ended December 31, 2024	(Audited) Year Ended December 31, 2025	(Audited) Year Ended December 31, 2024
Consulting	$ 525,225	$ 316,402	$ 2,302,105	$ 1,139,227
Salaries and wages	311,502	196,456	994,126	776,087
Legal	82,993	-	90,010	-
Materials	16,440	10,856	70,882	109,200
Other	39,309	16,741	70,617	69,358
	$ 975,469	$ 540,455	$ 3,527,740	$ 2,093,872

Research and development expenses increased by $1,433,868 for the year ended December 31, 2025 compared to the same period in 2024. This was primarily driven by increased consulting expenses of $1,162,878 which reflects the Company's strategic investment in external expertise to enhance innovation and product development particularly in connection with the Company's Gaucher, Niemann Pick C, and Progranulin programs. Research and development expenses increased by $435,014 for the three months ended December 31, 2025 compared to the same period in 2024 with the changes being substantially the same as for the year end results.

General and Administrative Expenses	(Unaudited) Three Months Ended December 31, 2025	(Unaudited) Three Months Ended December 31, 2024	(Audited) Year Ended December 31, 2025	(Audited) Year Ended December 31, 2024
Regulatory and filing fees	$ 8,154	$ 10,398	$ 174,510	$ 10,398
Salaries and wages	92,262	23,911	451,495	84,103
Audit and accounting	202,371	106,730	426,610	135,738
Legal	39,273	2,613	271,931	17,286
Other professional fees	(2,100)	-	74,208	-
Depreciation	23,188	87,613	98,315	100,294
Travel and marketing	3,647	10,594	40,291	13,796
Office and other occupancy costs	8,875	3,347	26,922	28,048
Insurance	36,425	13,023	137,365	19,214
Other	15,694	(79,154)	29,591	27,977
	$ 427,789	$ 179,075	$ 1,731,238	$ 436,854

General and administrative expenses increased by $1,294,383 for the year ended December 31, 2025 compared to the same period in 2024. The increase during the period is primarily attributable to a) an increase in salaries and wages, which includes director fees; b) an increase in professional fees in connection with accounting, audit, legal, and investor relations; c) an increase in regulatory and filing fees as a result of being a publicly traded company on the TSXV; and d) an increase in insurance costs in connection with coverage for director and officer liability. General and administrative expenses increased by$ 248,714 for the three months ended December 31, 2025 compared to the same period in 2024 with the changes being substantially the same as for the year end results.

Share-based compensation, which is part of operating expenses, reflects the expense in granting employee and advisor stock options. Overall share-based compensation expense increased by $243,564 and$ 150,276 for the year and three months ended December 31, 2025, respectively, when compared to the same periods in 2024. The increase was attributable to new stock options granted in 2025 for directors, an officer and employees of the Company

Other Items

During the year ended December 31, 2025, other items primarily included a loss of $525,124, which was recorded in respect of the change in fair value of the warrant liability and accretion of interest of$ 166,891, which was recorded in connection with the Company's lease liability for its leased facility. During the three months ended December 31, 2025, other items primarily included accretion of interest of $41,281 recorded in connection with the Company's lease liability for its leased facility.

In comparison, during the year and three months ended December 31, 2024, respectively, other items included a number of items primarily associated with the Pre-Closing Financing and the Arrangement. Listing expenses of $2,010,878 were incurred during both periods in connection with the completion of the Arrangement, which comprised of legal, accounting, audit, brokerage and other advisory fees. All outstanding convertible notes were automatically converted, resulting in the issuance of 234,909 Sharp Edge Shares upon the closing of the Pre-Closing Financing and a resultant gain was recorded during the three months ended December 31, 2024 of$ 408,392 (aggregate loss of $278,159 was recorded during the year ended December 31, 2024 period due to fair value changes for the convertible notes). All of the Series A Preferred Shares in the capital of SEL were automatically converted into 73,937 Sharp Edge Shares in connection with closing of the Pre-Closing Financing and a realized gain of $1,747,507 was recorded during both periods (additionally a loss of $506,345 was recorded during the year ended December 31, 2024 due to fair value changes for the redeemable preferred shares). In addition, a gain of $515,828 and $512,879 for the year ended and three months ended December 31, 2024, respectively, was recorded for the change in fair value of the warrant liability and accretion of interest of $170,951 and $69,802 was recorded in connection with the Company's lease liability for its leased facility for the same periods.

Summary of Cash Flows

	Year Ended December 31, 2025	Year Ended December 31, 2024
Cash used in operating activities	$ (4,831,442)	$ (3,615,299)
Cash used in investing activities	-	(9,388)
Cash provided by financing activities	2,323,134	6,726,435
(Decrease) increase in Cash	(2,508,308)	3,101,748

The Company has a history of operating losses and of negative cash flow from operations.

The Company will remain reliant on accessing the capital markets, including private financing, for future funding to meet its ongoing obligations. The Company's ability to continue operations is dependent on management's ability to secure additional financing. Management actively pursues such additional sources of financing, and there can be no assurance it will be able to secure additional financing on commercially reasonable terms, or at all, required for its operations.

During the year ended December 31, 2025, the Company used $4,831,411 of cash in operating activities compared to$ 3,615,299 in the same period in 2024. This increase is primarily the result of increased research and development activity in connection with the Company's Gaucher, Niemann Pick C, and Progranulin programs.

During the year ended December 31, 2025, the Company's financing activities provided a cash inflow of $2,323,134 primarily due to proceeds from the exercise of stock options and warrants of$ 2,523,134, which was partially offset by payments made against the Company's leased facility of $200,000. During the year ended December 31, 2024, cash provided by financing activities was $6,726,435 consisting of $2,200,000 provided by the issuance of convertible notes, $4,963,222 provided from the Pre-Closing Financing net of share issuance costs, partially offset by $236,787 for the repayment of an outstanding promissory note and $200,000 payments made against the Company's leased facility.

Working Capital Summary

The following is a summary of the Company's working capital as of December 31, 2025 and December 31, 2024:

	December 31, 2025	December 31, 2024
Current assets	$ 1,015,214	$ 3,518,983
Current liabilities	954,619	689,816
Working capital	60,595	2,829,167

As at December 31, 2025, the Company had working capital of $60,595 compared to working capital of$ 2,829,167 as at December 31, 2024. This decrease in working capital is due to a decrease in cash from $3,484,672 as at December 31, 2024 which was primarily generated from the Pre-Closing Financing to $956,596 as at December 31, 2025 following ongoing operational spend. See the section above titled "Summary of Cash Flows" for additional details.

Liquidity and Capital Management

The Company's primary need for liquidity is to fund the development of its Clinical Candidates in its two most advanced programs. The Company has a history of operating losses and negative cash flow from operations. The primary source of liquidity for the Company has been private placement financings to date and the Company will continue to remain reliant on capital markets for future funding. The ability to execute the Company's discovery and development strategy depends primarily on the continued ability to access capital, which is subject to prevailing economic and market conditions which are beyond the Company's control. See the "Risk and Uncertainties" section below for additional detail.

The Company constantly monitors and manages its capital resources to assess the liquidity necessary to fund its operations and development plans. The Company is still in the research stage, has not commercialized any products or become cash flow positive and will continue to be reliant on the ability to finance its activities until profitability is achieved.

The various amounts, nature and purpose of the Company's capital expenditure commitments, including potential expenditures not yet committed but required to fund development activities and meet planned growth strategies, have been detailed above in relation to each of the Company's business segments. It is expected that the source of funds to meet these commitments will include cash on hand, revenues and future financings, provided however, that there is no assurance that such future financings will be available on terms favorable to the Company, or at all. See "Risks and Uncertainties". There are no defaults and no arrears on lease principal and interest payments as at December 31, 2025 and 2024.

Available Working Capital, Trends, and Uncertainties

As of December 31, 2025, the Company held cash in the amount of $956,596 and had working capital of $60,595. There are no anticipated extraordinary obligations of the Company that are maturing in the short-term. The Company expects to receive additional cash in Q1 and Q2 of 2026 through the issuance of unsecured convertible notes. See above in the section titled "Issuance of Unsecured Convertible Notes" and note 24 of the Financial Statements for additional details.

Working Capital Requirements and Priorities

The Company has incurred losses since inception, has no product revenue, and expects to continue generating negative operating cash flow for the foreseeable future. The Company currently has insufficient cash to fund its operations for the next twelve (12) months absent additional financing. The Company will require substantial additional capital to fund its operations and develop its product candidates. The ability to obtain financing on commercially reasonable terms, or at all, is uncertain, and future financings through equity or debt offerings, collaborations, or licensing arrangements may dilute existing shareholders or impose restrictions on the Company's operations. Whether and when the Company can attain profitability is uncertain, and the Company may never become profitable. While the Company has been successful in raising funds for operations, there can be no assurance that it will be able to do so in the future. This may cast significant doubt on the Company's ability to continue as a going concern. See "Risks and Uncertainties" below.

Financial Instruments and Risk Management

Financial Instruments

Financial instruments recorded at fair value are estimated by applying a fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy is summarized as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2 – inputs that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data.
Level 3 – inputs for assets and liabilities not based upon observable market data.

There were no transfers between the levels of fair value hierarchy during the year ended December 31, 2025 or December 31, 2024.

The following table represents the fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. The fair value of accounts payable and accrued liabilities approximates the carrying value due to its short-term to maturity.

As at December 31, 2025	Measurement basis	Fair Value Hierarchy	Fair Value
Financial Assets
Cash	FVTPL	Level 1	$ 956,596
As at December 31, 2024	Measurement basis	Fair Value Hierarchy	Fair Value
Financial Assets
Cash	FVTPL	Level 1	$ 3,484,672
Financial Liabilities
Warrant liabilities	FVTPL	Level 3	130,664

Risk management

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:

Credit risk and concentration

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and security deposit. Cash is maintained at US financial institutions and the security deposit is maintained by the landlord of the office premise. The maximum exposure to credit risk is equal to the carrying values of these financial assets. The Company has no significant concentration of credit risk arising from operations, except that the Company has its cash held primarily in one bank account. The credit risk for cash is considered negligible since the counterparty is a reputable bank with high quality external credit ratings.

Liquidity risk

Liquidity risk relates to the risk the Company will encounter difficulty in meeting its obligations associated with financial liabilities. The financial liabilities on its consolidated statements of financial position consist of accounts payable and accrued liabilities, lease liabilities and warranty liabilities. Management closely monitors cash flow requirements and future cash flow forecasts to ensure it has access to funds from operations to meet operational and financial obligations. The continuing operations of the Company are dependent on its ability to raise adequate financing and to commence profitable operations in the future.

The following are the remaining non-discounted contractual cash flows as at December 31, 2025:

	Within 1 year	1 – 2 years	3 – 5 years	Beyond 5 years	Total
Accounts payable and accrued liabilities	$ 845,979	$ -	$ -	$ -	$ 845,979
Lease liabilities	221,410	218,352	655,056	1,273,720	2,368,538
	$ 1,067,389	$ 218,352	$ 655,056	$ 1,273,720	$ 3,214,517

The Company does not currently have a material exposure to interest rate risk, foreign exchange risk, or price risk.

Outstanding Securities

Issued and outstanding shares	As of December 31, 2025	As of April 17, 2025
Shares by class:
Common Shares	30,075,700	30,075,700
Convertible, exercisable and exchangeable securities by class:
Stock options exercisable	1,390,947	1,444,409
Warrants	40,067	40,067
Unsecured convertible notes	-	1,100

Each option and whole warrant outstanding is exercisable into one common share in the capital of the Company (a "Common Share"). Each Common Share entitles the holder thereof to one vote at a meeting of shareholders of the Company. As at the date of this MD&A, 2,332,861 Common Shares have been reserved for issuance upon due exercise of outstanding options and warrants of the Company.

Each Note has a principal amount of $1,000 and shall be convertible at the option of the holder into common shares at a conversion price of $2.00 per Common Share, at any time prior to the Maturity Date.

Commitments and Off-Balance Sheet Arrangements

Certain technology ("Licensed Technology") under the research and development by the Company is subject to the registered patents of Carnegie Mellon University ("CMU"), pursuant to a license agreement entered into between the Company and CMU in August 2011 (the "License Agreement"). The term of the License Agreement concludes at the end of 20 years from the agreement date or on the expiration of the last-to-expire patent, whichever comes later. The Company's revenue, if derived from selling Licensed Technology, will be subject to a 2.155% royalty of the net sales when such product sold incorporates the Licensed Technology. This royalty fee increases to 4.31% of net sales if the Company directly or indirectly challenges the validity or enforceability of intellectual property rights licensed. In the event that the License Agreement is terminated before the term described above, the Company is obligated to pay any amounts which have accrued or would otherwise be required to pay under the terms of the License Agreement. The License Agreement may be terminated if the Company defaults on payment in full of any amount required to be paid under the License Agreement on the payment due date, and the Company fails to make payment within 30 days after receipt of written notice from CMU. Further, if the Company or CMU defaults in the performance of obligations under the License Agreement and fails to cure such default within 60 days after written notice from either party, the License Agreement may be terminated.

The lead compounds that the Company is developing do not contain any Licensed Technology and are not subject to the royalty obligations under the License Agreement.

There were no off-balance sheet arrangements during the years ended December 31, 2025 and December 31, 2024.

Critical Accounting Judgements and Estimates

The preparation of the consolidated financial statements requires management to make various judgements, estimates and assumptions in applying the Company's accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes. These judgements and estimates are based on management's historical experience, knowledge of current events and conditions and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Management has applied significant judgement and estimates in the following key areas:

Going concern

Assessing the Company's ability to continue as a going concern required management to apply significant judgement based on historical experience and other factors such as funds available, the expectation of future cash flows and other future events, the outcome of which is uncertain.

Functional currencies

The functional currencies of the Company and Sharp Edge are the currencies of the primary economic environment in which the entities operate in. Determination of the functional currency may involve certain judgements to determine the primary economic environment, and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment. The Canadian dollar was determined to be the functional currency for the Company on a prospective basis. The US dollar was determined to be the functional currency for Sharp Edge on a prospective basis.

Acquisitions

The acquisition described in note 6 of the Financial Statements required management to make a judgement as to whether the entity constituted a business under the definitions of IFRS 3. More specifically, management concluded that the entity did not represent a business, as the assets acquired were not an integrated set of activities with inputs, processes and outputs; and met the concentration test in accordance with IFRS 3 Business Combinations ("IFRS 3"); therefore, the acquisition represented the purchase of assets. As a result, there was no goodwill generated on the

transaction. The fair values of the net assets acquired were calculated using significant estimates and judgements. If estimates or judgements differed, this could result in a materially different allocation of net assets on the consolidated statements of financial position.

Impairment of non-financial assets

The Company reviews the carrying amounts of its non-financial assets, including property and equipment and right-of-use assets, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss, if any. Impairment exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions.

Fair value measurement of financial instruments and derivatives

When the fair values of financial liabilities recorded in the statements of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques or models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as Company's common share price, the volatility of the Company's share price and the risk-free interest rate. Changes in assumptions relating to these factors could affect the reported fair value of these financial instruments. The volatility of the Company's share price has the most significant impact on fair value measurement and was estimated using a group of comparable entities based on size, stage and industry. Such financial instruments impacted include warrant liabilities measured immediately prior to exercise.

Income and other taxes

The calculation of current and deferred income taxes requires management to make certain judgements regarding the tax rules in jurisdictions where the Company performs activities. Application of judgements is required regarding classification of transactions and in assessing probable outcomes of claimed deductions including expectations of future operating results, the timing and reversal of temporary differences, the likelihood of utilizing deferred tax assets and possible audits of income tax and other tax filings by the tax authorities.

Provisions and contingencies

Management reviews provisions at each presentation date utilizing judgements to determine the probability that an outflow of economic benefit will result from the legal or constructive obligation and an estimate of the associated obligation. Due to the judgemental nature of these items, future settlements may differ from amounts recognized.

Share-based Payments

The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options in order to calculate share-based compensation expense. The Black-Scholes-Merton model involves six key inputs on the grant date of the stock option to determine fair value: the risk-free interest rate, the exercise price, the Company's common share price at the date of issue (level 1 input), the expected dividend yield, the expected life of the stock option, and the expected volatility of the Company's common share price. Certain of the inputs are estimates that involve considerable judgement and could be affected by significant factors that are out of the Company's control. The volatility of the Company's share price has the most significant impact on the determination of the fair value of stock options and was estimated using a group of comparable entities based on size, stage and industry.

The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense.

In preparing this MD&A, management has made significant assumptions regarding the circumstances and timing of the transactions contemplated therein, which could result in a material adjustment to the carrying amount of certain assets and liabilities if changes to the assumptions are made.

Related Party Transactions

The Company's policy is to conduct all transactions with related parties to align with market terms and conditions. Key management personnel are those persons who have the authority and the responsibility for planning, directing, and controlling the activities of the Company and/or its subsidiaries directly or indirectly, including any external director of the Company and/or its subsidiaries. Key management includes the Company's Chief Executive Officer, Chief Financial Officer and its external directors.

All transactions with related parties have occurred in the normal course of business operations.

Compensation of key management during the period is as follows:

	Year Ended
	December 31, 2025	December 31, 2024
Salaries and other personnel expenses	$ 654,991	$ 300,000
Director fees	215,000	-
Share-based compensation	114,246	-
	$ 984,237	$ 300,000

During the year ended December 31, 2024, in connection with the secured convertible notes (see note 12 of the Financial Statements), the Company issued convertible notes of $525,000, to a related company under the control of a director. On October 18, 2024, all secured convertible notes held by this related company, including accrued interest, were converted to Sharp Edge Shares upon the closing of the Pre-Closing Financing (see note 1 of the Financial Statements). Also on October 18, 2024, 10,989 warrants were issued to a related company under the control of a director as part of the Pre-Closing Financing. As at December 31, 2025, no warrants to this related company are outstanding (as of December 31, 2024, 34,307 warrants were outstanding and classified as a current financial liability on the consolidated statement of financial position). The purpose of the secured convertible notes and the warrant issuance to the related company is to ensure the Company has sufficient funding to continue as a going concern.

The Company incurred consulting and other fees of $113,769 during the year ended December 31, 2025 (2024 - $44,064) to related parties, including the Chief Financial Officer, a director and a family member of a director. As at December 31, 2025, the amounts due to related parties is $10,425 (December 31, 2024 - $1,898) and are included in accounts payables and accrued liabilities in the consolidated statements of financial position. The amounts are unsecured, due on demand and bear no interest.

Subsequent to December 31, 2025, the Company issued unsecured convertible notes resulting in gross proceeds of $1,550,000, of which, $1,150,000 came from related parties. See above in the section titled "Issuance of Unsecured Convertible Notes" and note 24 of the Financial Statements for additional details.

Risks and Uncertainties

The Company currently has insufficient cash to fund its operations for the next twelve (12) months absent additional financing. The Company will require substantial additional capital to fund its operations and develop its product candidates. Whether and when the Company can attain profitability is uncertain. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

In assessing whether the going concern assessment was appropriate, management considered all relevant information available, which includes, but is not limited to, the twelve-month period following December 31, 2025. To address its financing requirements, the Company may seek financing through debt and equity financings and rights offerings to existing shareholders. While the Company has been successful in obtaining financing to date and believes it will be able to obtain sufficient funds in the future and ultimately achieve profitability and positive cash flows from operations, the Company's ability to raise capital may be adversely impacted by market conditions that have resulted in a lack of normally available financing in the pharmaceutical industry, and increased competition across the industry in which the Company operates. Accordingly, there can be no assurance that the Company can achieve profitability, or secure financing on terms favorable to the Company or at all.

In addition to traditional financings, the Company operates in the pharmaceutical industry, where merger and acquisition and asset and/or intellectual property licensing activity is vigorous. Companies with clinical assets (as the Company plans to have the activities over the forthcoming 6-12 months), may provide opportunities for either a license agreement for a particular asset, or an acquisition of the Company prior to the Company marketing or receiving revenues from any of its potential products. This outcome is common in the pharmaceutical industry and has been a successful path for returning shareholder value.

Should the Company be unable to generate sufficient cash flow from financing and operating activities, the carrying value of the Company's assets could be subject to material adjustments and other adjustments may be necessary to the Financial Statements should such events impair the Company's ability to continue as a going concern.

The Company is subject to various risks and uncertainties that could have a material impact on its operational and financial performance, financial condition, and future outlook. Many factors could cause the Company's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information contained herein including, without limitation, the following factors:

the ability of the Company to obtain additional capital to finance its operations on commercially reasonable terms, or at all;
inability of the Company to complete the development and commercialization of its product Candidates or develop new product Candidates or otherwise sustain its operations and continue as a going concern;
there is no assurance that the net proceeds of the Pre-Closing Financing will be used as currently contemplated by the Company, the allocation and use of which is at the discretion of the Company, or that the Company will achieve the results from the use of such proceeds as currently targeted;
the Company has generated negative operating cash flow, and it is anticipated that it will continue to do so for the foreseeable future;
the Company expects to incur future losses and may never become profitable;
the Company currently has no product revenue and will not be able to maintain its operations and research and development without additional funding;
the volatility of market prices for securities of biopharmaceutical companies similar to the Company, and the volatility of the capital markets in general as a result of current or future political, economic or social conditions;
limited liquidity for the Company's securities;
the Company has never paid dividends on its securities and does not expect to do so in the foreseeable future;
the dilutive effect and potential decrease in value of the Company's securities following future sales or issuances of securities, and the conversion or exercise of outstanding convertible securities of the Company;
any failure to maintain an effective system of internal controls over its financial reporting, which may result in material misstatements of the Company's annual financial statements, cause the Company to fail to meet its reporting obligations or fail to prevent fraud, which could cause a loss of confidence in its financial reporting by the Company's shareholders, which would harm its business and could negatively impact the price of its securities;
a significant number of securities of the Company are owned by a limited number of existing shareholders;
treatment of the Company as a U.S. domestic corporation for U.S. federal income tax purposes;
the Company's reliance on third parties to plan, conduct and monitor its preclinical studies and clinical trials;
the inability of the Company to produce commercial grade drug supply when needed, resulting in potential delays in initiating or completing trials;
difficulties inherent in the research and development of drugs targeting the CNS (as in the case of the PGRN program), which makes it difficult to predict and understand why such drugs have a positive effect on some patients but not others;
failure to comply with health and data protection laws and regulations could lead to federal, state or provincial government enforcement actions, including civil or criminal penalties, private litigation and adverse publicity;
delays in clinical testing, resulting in delays in commercializing the Company's product Candidates;
the Company may not be able to file investigational new drug applications to commence additional clinical trials on the timelines it expects, and even if the Company is able to, the FDA, Health Canada, or similar regulatory authorities may not permit the Company to proceed in a timely manner, or at all;
difficulties enrolling patients in clinical trials, causing the completion of such trials to be delayed or cancelled;
competition from other biotechnology and pharmaceutical companies;

changes to applicable laws, regulations or other governing bodies which govern operation of the Company's business;
violation of health care fraud and abuse laws or regulations;
violation of or changes to applicable corporate practice of medicine laws or regulations;
U.S. anti-money laundering laws could materially affect the Company's business;
the ability of the Company to manage its employees who may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements;
the ability of the Company to adequately protect its intellectual property and, if needed, enforce its intellectual property rights in accordance with applicable law;
changes in patent law and the interpretation thereof could diminish the value of patents in general, thereby impairing the Company's ability to protect its product Candidates;
the Company's reliance on third parties with respect to certain disclosure of Company trade secrets, and such third parties inability to keep such trade secrets confidential;
the Company's inability to maintain and enhance its reputation and brand recognition;
exposure to liability in connection with applicable environmental, health and safety laws and regulations, and the cost associated with compliance or remediation thereof;
exposure to potential litigation;
negative results from clinical trials or studies of others and adverse safety events involving the targets of the Company's products;
unfavorable publicity or consumer perception;
governmental or regulatory restrictions on pricing and reimbursement, as well as other healthcare payor cost-containment initiatives;
the Company's reliance on the capabilities and experience of its key executives, employees and contractors and the ability of the Company to attract and retain highly qualified personnel;
product liability risk;
conflicts of interest;
limited operating history;
fluctuation of foreign exchange rates and the degrees of volatility of such rates; and
difficulty in enforcing judgements and effecting service of process on directors and officers.

The risks and uncertainties set forth above are non-exhaustive and there could be other factors unknown to management or which management believes are immaterial as of the date hereof. The above risk factors should be reviewed in detail by all readers and are not the only ones that the Company faces or may face in the future. Additional risks and uncertainties not presently known to us or that we believe to be immaterial may also adversely affect our business. We operate in a highly competitive environment that involves significant risks and uncertainties, many of which are outside of our control. An investment in securities of the Company must be regarded as highly speculative due to the nature of the Company's business and its present stage of operations. We have no history of earnings, limited cash reserves, limited operating history, have not declared dividends, and are unlikely to declare dividends in the immediate or near future. Although management of the Company has demonstrated its ability to raise funds in the past, with the current financial market conditions and global political and economic uncertainty, there can be no assurance they will be able to do so in the future.

For a comprehensive discussion of the risk factors that may affect the Company, its business operations and financial performance, refer to the risk disclosure under the heading "Risk Factors" contained in the Company's annual information form dated April 17, 2026, for the year ended December 31, 2025 (the "AIF"), which disclosure is hereby incorporated by reference herein.

Additional Information

Additional information regarding the Company can be found in the AIF and other publicly filed disclosure regarding the Company, which are available electronically on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.