SureNano Science — M&A Activity 2026

May 14, 2026

FORM 51-102F4
BUSINESS ACQUISITION REPORT

Item 1 Identity of Company

1.1 Name and Address of Company

SureNano Science Ltd. (the “Company”)
1500 – 800 West Pender St., Vancouver, BC, V6C 2V6

1.2 Executive Officer

The following individual is knowledgeable about the significant acquisition and this business acquisition report:

Nihar Pandey, Director
+1-604-315-9712

Item 2 Details of Acquisition

2.1 Nature of Business Acquired

On February 23, 2026 (“Closing Date”), the Company acquired (the “Acquisition”) all of the issued and outstanding share capital of Glucapharm Inc. (“Glucapharm”).

Glucapharm is a next-generation glucagon-like peptide (“GLP”) pharmaceutical company developing GEP44, a novel, patented peptide developed by researchers at Syracuse University. GEP44 which has demonstrated significant weight reduction and blood glucose normalization in preclinical studies, without the nausea and gastrointestinal side effects commonly associated with first-generation GLP-1 drugs currently on the market (such as Ozempic®, Wegovy®, Mounjaro®). GEP44 is exclusively licensed from Syracuse University and represents a second-generation GLP opportunity targeting comparable or superior efficacy with improved patient tolerability. The Acquisition and the respective businesses of each of the Company and Glucapharm are described in further detail in the Company’s News Release dated February 23, 2026, which can be viewed on the Company’s SEDAR+ profile at www.sedarplus.ca.

2.2 Date of Acquisition

February 23, 2026

2.3 Consideration

On the closing of the Acquisition, the Company acquired 100% of the share capital of Glucapharm in exchange for 8,100,999 common shares in the authorized share structure of the Company (the “Consideration Shares”) and warrants (the “Consideration Warrants”) to purchase 5,000,000 common shares of the Company at an exercise price of C$0.000001 per common share of the Company for a period of five years. All of the Consideration Shares are subject to resale

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restrictions until the later of the approval by the Canadian Securities Exchange of a 2026 Annual Form 5A submitted by SureNano, and the release of the Company's 2026 annual audited financial statements.

2.4 Effect on Financial Position

As a result of the Acquisition, the Company acquired control of Glucapharm. Please see Schedule "A" of this Business Acquisition Report for further information regarding the financial position of Glucapharm as at and for the year ended December 31, 2025.

At this time, the Company has no other plans or proposals for any other material changes in its business affairs or the affairs of Glucapharm which may have a significant effect on the financial performance or position of the Company.

2.5 Prior Valuations

A valuation was not completed

2.6 Parties to Transaction

The counterparties to the Acquisition (being the former Glucapharm shareholders) were not informed persons (as such term is defined in section 1.1 of National Instrument 51-102 Continuous Disclosure Obligations ("51-102")), associates or affiliates of the Company.

2.7 Date of Report

May 13, 2026

Item 3 Financial Statements

Pursuant to Part 8 of 51-102, the audited annual financial statements of Glucapharm as at and for the year ended December 31, 2025, together with the notes thereto and the auditor's report thereon, are attached hereto as Schedule "A". The financial statements attached hereto as Schedule "A" form part of this Business Acquisition Report.

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SCHEDULE "A"

See attached.

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GLUCAPHARM INC.

FINANCIAL STATEMENTS

For the period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian Dollars)

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SATURNAGROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP

Suite 1605, 1166 Alberni Street Vancouver, BC Canada V6E 3Z3

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Glucapharm Inc.

Opinion

We have audited the financial statements of Glucapharm Inc. (the "Company"), which comprise the statement of financial position as at December 31, 2025, and the statement of loss and comprehensive loss, changes in shareholders' equity (deficit), and cash flows for the period from August 1, 2025 (date of incorporation) to December 31, 2025, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025, and its financial performance and its cash flows for the period from August 1, 2025 (date of incorporation) to December 31, 2025 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS").

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company had no revenues from operations since its inception, and incurred a net loss of $455,110 during the period from August 1, 2025 (date of incorporation) to December 31, 2025 and, as at that date, the Company had a working capital deficit of $62,080 and an accumulated deficit of $455,110. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises:

• The information, other than the financial statements and our auditor's report thereon, in the Business Acquisition Report.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

The Business Acquisition Report is expected to be made available to us after the date of the auditor's report. If, based on the work we have performed on this information, we conclude that there is a material misstatement of this other information, we are required to report that fact to those charged with governance.

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

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

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

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

SATURNA GROUP LLP

Saturna Group Chartered Professional Accountants LLP

Vancouver, Canada

May 11, 2026

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The accompanying notes are an integral part of these financial statements

GLUCAPHARM INC.

STATEMENT OF FINANCIAL POSITION

(Expressed in Canadian dollars)

	Notes	December 31, 2025
ASSETS		$
Current assets
Prepaid expenses	6	8,058
Total Assets		8,058
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	6	70,138
Total liabilities		70,138
Shareholders' deficit
Share capital	5	243,030
Share-based payment reserve	9	150,000
Deficit		(455,110)
Total shareholders' deficit		(62,080)
Total liabilities and shareholders' deficit		8,058

Nature and continuance of operations (Note 1)

Commitment (Note 9)

Subsequent event (Note 11)

Approved for issuance by the Board of Directors on May 11, 2026:

/s/ Nihar Pandey

Nihar Pandey

3

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The accompanying notes are an integral part of these financial statements

GLUCAPHARM INC.

STATEMENT OF LOSS AND COMPREHENSIVE LOSS

(Expressed in Canadian dollars)

	Notes	Period from August 1, 2025 (date of incorporation) to December 31, 2025
Expenses		$
Advertising and promotion		2,100
Consulting fees	6	131,250
Filing and listing fees		210
License fees	9	238,722
Professional fees		5,000
Research and development	6	77,828
Net loss for the period		(455,110)

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The accompanying notes are an integral part of these financial statements

GLUCAPHARM INC.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

(Expressed in Canadian dollars)

| | Common shares

| Amount

$ | Share-based reserves
$ | Deficit
$ | Total shareholders' equity (deficit)
$ |
| --- | --- | --- | --- | --- | --- |
| Balance, August 1, 2025 (date of incorporation) | 1 | 1 | - | - | - |
| Shares issued from private placement | 8,100,999 | 243,030 | - | - | 243,030 |
| Cancellation of founder’s share | (1) | (1) | - | - | - |
| Fair value of share purchase warrants (Note 9) | - | - | 150,000 | - | 150,000 |
| Net loss for the period | - | - | - | (455,110) | (455,110) |
| Balance, December 31, 2025 | 8,100,999 | 243,030 | 150,000 | (455,110) | (62,080) |

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GLUCAPHARM INC.

STATEMENT OF CASH FLOWS

(Expressed in Canadian dollars)

	For the period from August 1, 2025 (date of incorporation) to December 31, 2025
	$
Operating activities
Net loss for the period	(455,110)
Items not involving cash:
Fair value of share purchase warrants issued for license	150,000
Changes in non-cash operating working capital:
Prepaid expenses	(8,058)
Accounts payable and accrued liabilities	313,168
Net cash used in operating activities	-
Change in cash	-
Cash, beginning of period	-
Cash, end of period	-
Non-cash investing and financing activities:
Cash proceeds from common shares paid directly to Bullrun Capital Inc. to pay expenses on behalf of the Company	243,030

The accompanying notes are an integral part of these financial statements

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Glucapharm Inc. (“Glucapharm” or the “Company”) was incorporated in the province of British Columbia on August 1, 2025. The Company is a development stage biomedical company that is working on developing new pharmaceutical drugs. The Company’s principal place of business and registered and records office address is 1500-1055 West Georgia Street, Vancouver, BC, V6E 4N7.

These financial statements have been prepared on a going concern basis with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the period ended December 31, 2025, the Company had no revenues, and incurred a net loss of $455,110. As at December 31, 2025, the Company had a working capital deficit of $62,080 and an accumulated deficit of $455,110. The Company’s ability to continue as a going concern is dependent upon its ability in the future to achieve profitable operations and/or obtain the necessary financing to meet its near-term obligations such that it can repay its liabilities when they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These conditions indicate the existence of a material uncertainty that may cast doubt on the Company’s ability to continue as a going concern. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern, and the effects of such adjustments could be material.

2. BASIS OF PRESENTATION

Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Basis of measurement

These financial statements have been prepared on a historical cost basis, except for any financial instruments that are measured at fair value through profit or loss, which are stated at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Presentation and functional currency

These financial statements are presented in Canadian dollars, which is the functional currency of the Company.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Use of Estimates and Judgements

The preparation of these financial statements in conformity with IFRS requires management to make certain judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of expenses during the reporting year. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

recognized in the period in which the estimate is revised and future periods if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant accounting estimates include the recognition of deferred income tax assets. Actual outcomes could differ from these estimates.

Significant estimates and judgments

Management has made significant estimates and judgments in the process of applying its material accounting policies, including:

Going Concern:

The assessment of the Company's ability to continue as a going concern and its ability to execute its strategy by funding future working capital requirements requires judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, such as expectations of future events that are believed to be reasonable under the circumstances. The factors considered by management are disclosed in Note 1.

Deferred income taxes

The determination of the composition of deferred income tax assets and liabilities involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred income tax assets and liabilities, and interpretations of the laws. The Company is subject to assessments by tax authorities who may interpret the law differently. Changes in these interpretations, judgments, and estimates may materially affect the final amount of deferred income tax provisions, deferred income tax assets and liabilities, and results of operations.

4. MATERIAL ACCOUNTING POLICY INFORMATION

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Foreign currency translation

The functional currency is the currency of the primary economic environment in which that entity operates. The Company has transactions in Canadian dollars and United States dollars. The financial statements are presented in Canadian dollars which is the Company's functional and presentation currency.

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction or the average exchange rate for the period. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction.

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

Income taxes

Current income tax

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

Deferred income tax

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

Loss per share

Basic and diluted loss per common share is calculated by dividing the net loss and comprehensive loss by the weighted average number of common shares outstanding during the year. The computation of diluted loss per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the income per share. The dilutive effect of convertible securities is reflected in the diluted loss per share by application of the "if converted" method. When a loss is incurred during the period, basic and diluted loss per share are the same as the exercise of stock options and warrants is considered to be anti-dilutive. As at December 31, 2025, the Company has 5,000,000 potentially dilutive common shares.

Share-based payments

The fair value of share purchase warrants granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the share options were granted. Significant assumptions used in the calculation include expected volatility, risk-free interest rate, and expected life of options. These assumptions require judgement, and changes in these assumptions could materially affect the amount of share-based payment expense recognized in the financial statements.

Equity-settled share-based payment transactions with non-employees are measured at the fair value of the goods or services received. However, if the fair value cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instruments granted at the date the Company receives the goods or the services.

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

Research and development costs

Research costs are expensed in the period in which they are incurred. Development costs are expensed in the period in which they are incurred, unless the Company assesses that a development project satisfies the definition and recognition criteria for capitalization and amortization in accordance with IAS 38, Intangible Assets.

Development activities involve a plan or design for the development of new or substantially improved compounds and assets. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Expenditures capitalized may include the cost of materials, direct labour, and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditures are recognized in the statement of loss as incurred.

Financial instruments

On initial recognition, financial instruments are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) fair value through profit or loss ("FVTPL"). The classification of financial instruments are generally based on the business model in which a financial instruments are managed and its contractual cash flow characteristics. A financial instruments are measured at fair value net of transaction costs directly attributable to its acquisition except for financial instruments at FVTPL where transaction costs are recognized immediately in the statement of loss.

The Company has made the following classifications for its financial instruments:

Accounts payable and accrued liabilities

Amortized cost

Financial assets

Financial assets at FVTPL

Financial assets are classified as FVTPL when the financial asset is either held for trading or does not meet the criteria to be measured at amortized cost or at FVOCI. A financial asset is classified as held for trading if:

a. it has been acquired principally for the purpose of selling it in the near term; or
b. on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or
c. it is a derivative that is not designated and effective as a hedging instrument.

Financial assets at amortized cost

Financial assets are measured at amortized cost if they are not designated at FVTPL, and the following conditions are met:

d. are non-derivative financial assets which are held within a business model whose objective is to hold assets to collect contractual cash flows and selling financial assets; and,
e. the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

Financial assets at FVOCI

Financial assets are measured at fair value through other comprehensive income only if they are not designated at FVTPL, and the following conditions are met:

a. it has been held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and,

b. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Impairment of financial assets

Financial assets, other than those classified as FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been decreased.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account.

When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are offset against the allowance account. Changes in the carrying amount of the allowance account are recognized in the statement of loss. Loss allowances are based on the lifetime ECL's that result from all possible default events over the expected life of the trade receivable, using the simplified approach.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the statement of loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized as the proceeds received, net of direct issue costs.

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

Other financial liabilities

Other financial liabilities (including loans and borrowings and trade payables and other liabilities) are initially measured at fair value, net of transaction costs. Subsequently, other financial liabilities are measured at amortized cost using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Recent accounting pronouncements

A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended December 31, 2025, and have not been early adopted in preparing these financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 – Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. The key new concepts introduced in IFRS 18 relate to the structure of the statement of earnings (loss), required disclosures in the financial statements for certain earnings or loss performance measures that are reported outside an entity's financial statements and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027, and also applies to comparative information. The Company is still in the process of assessing the impact of this standard on its financial statements.

Amendments to the Classification and Measurement of Financial Instruments ("Amendments to IFRS 9 and IFRS 7")

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7 which clarify the date of recognition and derecognition of some financial assets and liabilities with a new exception for some financial liabilities settled through an electronic cash transfer system, clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion, add new disclosures for certain instruments with contractual terms that can change cash flows such as instruments with features linked to the achievement of environment, social and governance targets; and update the disclosures for equity instruments designated at FVOCI. Amendments to IFRS 9 and IFRS 7 is effective for periods beginning on or after January 1, 2026, with early adoption permitted. The Company is still in the process of assessing the impact of this standard on its financial statements.

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

5. SHARE CAPITAL

Authorized: Unlimited common shares with no par value.

During the period from August 1, 2025 (date of incorporation) to December 31, 2025 the following share transactions occurred:

a) On August 1, 2025, the Company issued 1 founder’s shares upon the Company’s incorporation to a director of the Company, which was returned to treasury and cancelled in December 2025.

b) On December 22, 2025 the Company issued 8,100,999 common shares in a private placement at $0.03 per share for proceeds of $243,030, which was held by Bullrun Capital Ltd. (“Bullrun”), a company controlled by a former Chief Executive Officer and Director of the Company, to pay for operating expenses incurred by the Company since its inception. Refer to Note 6.

Share Purchase Warrants

The following table summarizes the continuity of the Company’s share purchase warrants:

	Number of warrants	Weight average exercise price $
Balance, August 1, 2025 (date of incorporation)	-	-
Issued	5,000,000	0.000001
Balance, December 31, 2025	5,000,000	0.000001

As at December 31, 2025, the following share purchase warrants were outstanding:

Number of warrants outstanding	Exercise price $	Expiry date
5,000,000	0.000001	December 23, 2030

6. RELATED PARTY TRANSACTIONS

Key management personnel

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers and/or companies controlled by those individuals.

During the period ended December 31, 2025, the Company incurred $77,828 of research and development costs to a company controlled by the Chief Executive Officer (“CEO”) of the Company. As at December 31, 2025, the Company owed $210 to the CEO of the Company and $5,775 to a company controlled by the CEO which is unsecured, non-interest bearing, and due on demand.

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

During the period ended December 31, 2025, the Company incurred $131,250 of consulting fees to Bullrun. Bullrun also paid corporate and operating expenses on behalf of the Company from proceeds received in the Company's private placement offering (refer to Note 5). As at December 31, 2025, Bullrun held $8,058 of proceeds from the Company, which is to be used for future consulting services to the Company.

As at December 31, 2025, the Company owed $59,153 to a company controlled by a former CEO and Director of the Company for payment of corporate expenses on behalf of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.

7. INCOME TAXES

The tax effect (computed by applying the Canadian federal and provincial statutory rates) of the significant temporary differences, which comprise of deferred income tax assets and liabilities, are as follows:

	2025
	$
Net loss	(455,110)
Canadian statutory income tax rate	11%
Income tax recovery at statutory rate	(50,062)
Tax effect of:
Change in unrecognized deferred income tax assets	50,062
Income tax provision	-

The significant components of deferred income tax assets and liabilities are as follows:

	2025
	$
Deferred income tax assets
Non-capital losses carried forward	50,062
Unrecognized deferred income tax assets	(50,062)
Net deferred income tax asset	-

As at December 31, 2025, the Company has non-capital losses carried forward of $455,110, which is available to offset future years' taxable income and expires in 2045.

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair values

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;

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

• 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.

The fair values of financial instruments, which include cash, and accounts payable and accrued liabilities, approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. As the Company does not have an active cash account, its credit risk is based on its reliance on Bullrun to satisfy its financial obligations and is limited to the proceeds held by Bullrun from equity or debt financing.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable interest rates.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when it comes due by reviewing its capital requirements on an ongoing basis.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. The Company is not currently exposed to significant foreign currency risk, but will have more exposure to foreign currency risk based on future payments for its license agreement. Refer to Note 9.

9. COMMITMENTS

On December 23, 2025, the Company entered a license agreement with Syracuse University (“Syracuse”) for the use of a patent relating to innovative technology for a monomeric peptide multi-agonist targeting the GLP1 receptor and NPY receptors for various prospective indications, including weight loss and glucoregulation.

Under the terms of the license agreement with Syracuse, the Company must pay the following to acquire and maintain the license agreement:

• US$64,737 within 30 days of the effective date of the agreement as an issuance fee and reimburse Syracuse for historical patent application costs (paid);
• US$10,000 license maintenance fees due on December 23, 2026 and 2027;
• US$25,000 license maintenance fee due on December 23, 2028 and 2029; and
• US$50,000 license maintenance fee due on December 23, 2030 and for each subsequent anniversary until the first payment of royalty fees.

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

The Company also issued 5,000,000 share purchase warrants to Syracuse, which is exercisable at $0.000001 per share (total exercise price of $5) until December 23, 2030. The fair value of the share purchase warrants, which is recorded as a license fee in the statement of loss, was $150,000, which was determined using the Black-Scholes option pricing model assuming an expected life of 5 years, volatility of 150%, risk-free rate of 2.97%, and no expected dividends.

In addition, the Company is required to pay the following milestone payments to Syracuse:

• US$2,000,000 for parenteral administration and US$6,000,000 for non-parenteral administration following the successful completion of a Phase I Clinical Trial for the first product $2,000,000 for parenteral administration and $6,000,000 for non-parenteral administration.
• US$2,000,000 for parenteral administration and US$6,000,000 for non-parenteral administration following the successful completion of a Phase II Clinical Trial for the first product $2,000,000 for parenteral administration and $6,000,000 for non-parenteral administration.
• US$2,500,000 for parenteral administration and US$7,500,000 for non-parenteral administration following the first commercial sale of a product.

Upon the first commercial sale of a product, the Company is committed to providing product royalty payments to Syracuse at a rate of 3% of net sales of a product, subject to a minimum annual royalty payment of US$100,000.

In addition to the payment of amounts to maintain the license agreement, the Company must also meet the following diligence terms as part of the agreement:

(i) Secure net proceeds from the sale of license's equity or instruments convertible into equity of US$2,000,000 by December 23, 2026;
(ii) File an IND Application with a regulatory body for the first product by December 23, 2028;
(iii) Enroll the first subject in a Phase I Clinical Trial for the first product by December 23, 2028;
(iv) Enroll the first subject in a Phase II Clinical Trial for the first product by December 23, 2030;
(v) Enroll the first subject in a Phase III Clinical Trial for the first product by the December 23, 2032;
(vi) Approval of a regulatory application by December 23, 2035; and
(vii) First commercial sale of product in the United States for the first product by December 23, 2038.

Any diligence term can be extended by one year, but not more than two times per event, by making a US$10,000 payment to Syracuse for each extension term.

10. CAPITAL MANAGEMENT

The Company defines capital as equity. The Company manages its capital structure and makes adjustments in order to have the funds available to support its operating activities.

The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern and to pursue the development of its business. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new equity instruments, new

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GLUCAPHARM INC.

NOTES TO THE FINANCIAL STATEMENTS

For the Period from August 1, 2025 (Date of Incorporation) to December 31, 2025

(Expressed in Canadian dollars)

debt, or acquire and/or dispose of assets. As discussed in Note 1, the Company's ability to continue as a going concern is uncertain and dependent upon the continued financial support of its shareholders, future profitable operations, and securing additional financing. Management reviews its capital management approach on an ongoing basis. There were no changes in the Company's approach to capital management during the years presented. The Company is not subject to externally imposed capital requirements.

11. SUBSEQUENT EVENT

On February 23, 2026, the Company completed a share exchange agreement (the "Agreement") with SureNano Science Ltd. ("SureNano"), a British Columbia company that is listed on the Canadian Securities Exchange. Under the terms of the Agreement, SureNano acquired 100% of the issued and outstanding common shares of the Company for 8,100,999 common shares and 5,000,000 share purchase warrants of SureNano.

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