Financial statements
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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - Expressed in Canadian Dollars) NOTICE TO READER The accompanying unaudited condensed interim consolidated financial statements of Ventripoint Diagnostics Ltd. have been prepared by and are the responsibility of management and have not been reviewed by the Company's auditors.
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The accompanying notes are an integral part of these condensed interim consolidated financial statements. - 1 - Ventripoint Diagnostics Ltd. Condensed Interim Consolidated Statements of Financial Position (Unaudited - Expressed in Canadian Dollars) June 30, 2026 December 31, 2025 ASSETS Current assets Cash and cash equivalents $ 333,632 $ 55,389 Accounts receivable (Note 3) 79,809 132,987 Inventory 94,236 - Prepaid expenses 12,091 161,221 Total current assets 519,768 349,597 Non-current assets Right-of-use asset (Note 7) 92,115 122,485 Total assets $ 611,883 $ 472,082 LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current liabilities Accounts payable and accrued liabilities (Notes 4 and 15) $ 1,699,511 $ 1,770,022 Convertible debentures (Note 8) 2,350,431 2,389,144 Convertible debentures interest payable (Note 8) 115,484 188,995 Loans payable (Note 5) 25,311 22,955 Promissory notes payable (Note 6) 100,000 10,000 Deferred revenue 13,856 18,160 Lease liability (Note 7) 80,450 74,077 Total current liabilities 4,385,043 4,473,353 Non-current liabilities Loans payable (Note 5) 22,390 35,824 Lease liability (Note 7) 37,236 79,542 Total non-current liabilities 59,626 115,366 Total liabilities 4,444,669 4,588,719 Shareholders' deficiency Share capital (Note 9) 47,248,566 44,766,177 Shares to be issued (Note 9) 2,000 449,697 Contributed surplus 11,833,389 12,218,035 Accumulated other comprehensive income 62,027 62,279 Deficit (62,978,768) (61,612,765) Total shareholders' deficiency (3,832,786) (4,116,638) Total liabilities and shareholders' deficiency $ 611,883 $ 472,082 Nature of operations and going concern (Note 1) Commitments (Note 16) Subsequent events (Note 17) APPROVED ON BEHALF OF THE BOARD (Signed) "Dr. George Adams " Director (Signed) "Hugh MacNaught" Director
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The accompanying notes are an integral part of these condensed interim consolidated financial statements. - 2 - Ventripoint Diagnostics Ltd. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited - Expressed in Canadian Dollars) Three Months Ended Six Months Ended December 31, June 30, 2025 2024 2026 2025 Revenue $ 104,304 $ 64,507 $ 39,165 $ 71,320 Operating expenses Sales and marketing 382,911 709,886 334,159 326,191 Research and development 98,902 270,516 189,755 185,285 General and administration 531,253 1,574,784 Total operating expenses (Note 14) 750,263 1,258,517 1,055,167 2,086,260 Loss from operations (645,959) (1,194,010) (1,016,002) (2,014,940) Finance cost (Note 13) (120,853) (64,410) (275,345) (232,580) Gain (loss) on debentures settlement (Note 9) 11,289 - (62,392) 1,094 Foreign currency loss 3,439 7,341 (12,264) (1,981) Net loss for the period $ (752,084) $ (1,251,079) (1,366,003) (2,248,407) Other comprehensive income (loss) Items that will be subsequently reclassified to income Currency translation $ (30,387) $ 7,730 (252) 30,674 Net loss and comprehensive loss for the period $ (782,471) $ (1,243,349) $ (1,366,255) $ (2,217,733) Basic and diluted net loss per share $ (0.00) $ (0.01) $ (0.01) $ (0.01) Weighted average number of common shares outstanding 167,280,920 157,478,839 186,747,376 161,157,576
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The accompanying notes are an integral part of these condensed interim consolidated financial statements. - 3 - Ventripoint Diagnostics Ltd. Condensed Interim Consolidated Statements of Cash Flows (Unaudited - Expressed in Canadian Dollars) Six Months Ended June 30, 2026 2025 Operating activities Net loss for the period $ (1,366,003) $ (2,248,407) Adjustments for: Share-based compensation (Note 10) (248,989) 496,435 Gain (loss) on debentures settlement (Note 8) 62,392 (1,094) Interest accretion on loans payable (Note 5) 8,329 7,284 Interest accretion on lease liability (Note 7) 5,348 12,373 Accretion of convertible debentures (Note 8) 246,372 202,419 Depreciation of right-of-use asset (Note 7) 30,370 30,369 Changes in non-cash working capital items: Accounts receivable (Note 3) 53,178 192,712 Prepaid expenses 54,894 101,603 Accounts payable and accrued liabilities (Note 4) (70,512) 346,453 Deferred revenue (4,304) - Net cash used in operating activities (1,228,833) (859,853) Financing activities Issuance of convertible debentures (Note 8) - 686,000 Convertible debenture issuance costs (Note 8) - (73,861) Interest paid in cash on convertible debentures (Note 8) - (22,685) Proceeds from private placements (Note 8) 1,275,582 - Loan payments (Note 5) (16,426) (16,302) Net proceeds from promissory notes (Note 6) 90,000 100,000 Lease payments (Note 7) (44,262) (44,262) Proceeds from shares subscription 2,000 20,000 Proceeds received on exercise of options (Note 9) 193,325 368,560, Proceeds received on exercise of warrants (Note 9) 7,109 - Net cash provided by (used in) financing activities 1,507,328 1,017,450 Effect of foreign exchange on cash and cash equivalents (252) 30,674 Net change in cash and cash equivalents 278,243 (188,271) Cash and cash equivalents, beginning of period 55,389 60,547 Cash and cash equivalents, end of period $ 333,632 $ 248,818 Supplemental cash flow information Interest on debentures settled through issuance of common shares (Note 8 and 9) $ 265,272 $ 11,408 Common shares issued upon conversion of convertible debentures (Note 8 and 9) 187,316 -
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Ventripoint Diagnostics Ltd. Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficiency) The accompanying notes are an integral part of these consolidated financial statements. - 4 - Number of common shares Share capital Shares to be issued Contributed surplus Accumulated other comprehensive income Deficit Total Balance, December 31, 2024 162,018,376 $ 43,776,916 $ - $ 11,608,493 $ 45,242 $ (58,412,522) $ (2,981,871) Conversion of convertible debentures equity portion 952,821 144,000 - - - - 144,000 Interest on debentures settled through issuance of common shares (Note 9) 116,633 11,408 - - - - 11,408 Equity portion of convertible debentures (Note 8) - - - 105,000 - - 105,000 Finder's warrants issued in connection with debenture (Note 11) - - - 38,480 - - 3,848 Stock options exercised (Note 10) 3,645,700 550,320 - (181,760) - - 368,560 Share subscription received - - 20,000 - - - 20,000 Share-based compensation (Note 10) - - - 496,435 - - 496,435 Currency translation adjustment - - - - 30,674 - 30,674 Net loss for the period - - - - - (2,248,407) (2,248,407) Balance, June 30, 2025 166,733,530 $ 44,482,644 $ 20,000 $ 12,032,016 $ 75,916 $ (60,660,929) $ (4,050,353) Balance, December 31, 2025 169,217,119 $ 44,766,116 $ 449,697 $ 12,218,035 $ 62,279 $ (61,612,765) $ (4,116,638) Adjustment to convertible debentures equity portion allocation - (31,600) - - - (31,600) Non-brokered private placement offerings units issued net proceeds (Note 9) 12,897,993 1,297,582 (22,000) - - - 1,275,582 Finder's warrants issued in connection with private placement (Note 11) - (10,934) - 10,934 - - - Warrants exercised (Note 9) 53,671 11,432 - (4,323) - - 7,109 Stock options exercised (Note 9) 1,818,250 335,685 (142,360) - - 193,325 Interest on debentures settled through issuance of common shares (Note 9) 2,011,087 265,272 - - - - 265,272 Conversion of convertible debentures (Note 9) 2,302,857 187,316 - - - - 187.316 Shares issued for debt settlement (Note 9) 4,276,964 427,697 (427,697) - - - - Share subscription received for stock options exercise - - 2,000 - - - 2,000 Share-based compensation (Note 10) - - - (248,897) - - (248,897) Currency translation adjustment - - - - (252) - (252) Net loss for the period - - - - - (1,366,003) (1,366,003) Balance, June 30, 2026 192,577,941 $ 47,248,566 $ 2,000 $ 11,833,389 $ 62,027 $ (62,978,768) $ (3,832,786)
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- 5 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 1. Nature of operations and going concern Ventripoint Diagnostics Ltd. (“Diagnostics” or the "Company") was incorporated by a Certificate of Incorporation pursuant to the provisions of the Business Corporations Act (Alberta) on May 4, 2005. Diagnostics acquired Ventripoint Inc. (“Ventripoint”, Diagnostics and Ventripoint, collectively referred to herein as the “Company” or “Companies”) on September 18, 2007. Effective September 18, 2007, Diagnostics was continued under the Canada Business Corporations Act and is a public company with its common shares listed on the TSX Venture Exchange (“TSXV” or the “Exchange”) with the trading symbol “VPT” . The Company’s common shares also trade in the U.S. on the OTC Markets under the symbol “VPTDF”. Ventripoint Inc. was incorporated in the State of Washington in July, 2004 and commenced operations in January, 2005. Ventripoint Inc.’s registration was migrated to the State of Delaware on December 21, 2017. The Companies’ registered office is at 18 Hook Avenue, Unit 101, Toronto, Ontario, M6P 1T4, Canada. The Company is a medical device company engaged in the development and commercialization of diagnostic tools that monitor patients with heart disease. The system is based upon patented technology, the commercialization rights of which Ventripoint has licensed from the University of Washington. These condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. There is no certainty whether the Company will generate significant revenues or attain profitable operations in the near future and there can be no assurance that it will achieve profitability in the future, as it incurred a net loss and comprehensive loss of $1,366,255 and had a negative cash flow from operating activities of $1,228,833 for the six months ended June 30, 2026, and has an accumulated deficit of $62,978,768 as at June 30, 2026. The Company's ability to continue as a going concern is dependent on its ability to raise future capital, bringing its products to market and achieving and maintaining profitable operations. The Company's plan is to raise capital over the course of 2026 to fund operations and growth initiatives. The outcome of these matters or efforts can not be predicted at this time. As a result, there exists a material uncertainty which creates significant doubt regarding the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments and classifications of assets and liabilities, which might be necessary should the Company be unable to continue its operations. Such adjustments could be material. 2. Material accounting policies Statement of compliance The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). These unaudited condensed interim condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC and should be read in conjunction with the audited annual December 31, 2025 consolidated financial statements. The policies applied in these unaudited condensed consolidated interim financial statements are based on IFRS issued and outstanding as of June 30, 2026. The same accounting policies and methods of computation have been applied in these unaudited condensed interim condensed interim consolidated financial statements as the Company’s most recent audited consolidated financial statements for the year ended December 31, 2025. These condensed interim consolidated financial statements were authorized and approved for release by the Board of Directors (the “Board”) on August 29, 2026 Basis of consolidation These condensed interim consolidated financial statements include the accounts of Diagnostics and Ventripoint Inc., its wholly owned and controlled subsidiary. The financial statements of subsidiary, which the Company controls, are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. The financial statements of the subsidiary are prepared for the same reporting period as the Company, using consistent accounting policies. All intercompany transactions and balances have been eliminated.
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- 6 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 2. Material accounting policies (continued) Functional and presentation currency These condensed interim consolidated financial statements are presented in Canadian dollars, the Company's functional currency. The functional currency of the Company’s wholly owned US subsidiary is US dollars. Critical accounting judgements and estimates The preparation of the condensed interim consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These condensed interim consolidated financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the condensed interim consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods. The areas which require management to make significant judgements, estimates and assumptions in determining carrying values include, but are not limited to: Share-based payments The fair value of share -based payments are estimated using the Black Scholes option pricing model and rely on a number of estimates, such as the expected life of the option, the volatility of the underlying share price, the risk free rate of return, and the estimated rate of forfeiture of options granted. Convertible debentures Management relies on a number of estimates and assumptions, including the effective interest rate, volatility, maturity duration and any conversion rights and terms, in determining the fair value and allocation of convertible debentures to the liability and equity components. Going concern Significant judgments are used in the Company's assessment of its ability to continue as a going concern as described in Note 1. Semi-annual reporting During 2026, the Company elected to rely on Coordinated Blanket Order 51 -933, Exemptions to Permit Semi -Annual Reporting for Certain Venture Issuers. Accordingly, the Company presents results for the six months ended June 30, 2026 and 2025 and does not separately present results for the three-month periods ending June 30. New accounting standards adopted Certain pronouncements have been issued by the IASB or the IFRIC that are mandatory for accounting years commencing on or after January 1, 2026. Many are not applicable or do not have a material impact to the Company and have been excluded. Amendments to IFRS 9 and IFRS 7 – Financial Instruments Adopted and effective as of January 1, 2026, these amendments may affect classification and disclosures related to the Company’s financial instruments, however, no material impact on the Company’s financial reporting is expected. Annual Improvements to IFRS Accounting Standards Adopted and effective as of January 1, 2026, no material impact is expected on the Company’s financial reporting.
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- 7 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 2. Material accounting policies (continued) Accounting standards issued but not yet adopted At the date of authorization of these consolidated financial statements, the following IFRS Accounting Standards and amendments had been issued but are not yet effective and have not been early adopted by the Company. Management is currently evaluating their impact on the consolidated financial statements. IFRS 18 – Presentation and Disclosure in Financial Statements IFRS 18, issued in April 2024 and effective January 1, 2027, replaces IAS 1 and introduces new requirements for classification of income and expenses, defined subtotals (including operating profit), and enhanced disclosures, including management-defined performance measures. The Company expects impacts to presentation and disclosure, particularly in respect of research and development and commercialization activities; however, the extent of the impact has not yet been determined. 3. Accounts receivable June 30, December 31, 2026 2025 GST/HST receivable $ 70,809 $ 132,987 Total $ 70,809 $ 132,987 4. Accounts payable and accrued liabilities June 30, December 31, 2026 2025 Trade and other payables $ 1,507,007 $ 1,356,735 Accrued compensation and payroll liabilities 38,462 84,101 Accrued liabilities 154,042 329,186 Total $ 1,699,511 $ 1,770,022 5. Loans payable For the financial years ended December 31, 2020 and 2021, the Company received a total loan of $163,000 as part of the Regional Economic Growth Through Innovation program (Regional Relief and Recovery Fund ("RRRF")) to support enterprises to enable recovery from economic disruptions associated with COVID-19. The loan is repayable starting April 1, 2023 until March 1, 2028 at an amount of $2,717 per month. The loan has been recorded at its fair value on initial recognition based on the discounted future cash flow at a market rate of interest of 19.5%. The benefit of a below-market rate of interest was measured as the difference between the initial fair value of the loan and the proceeds received. June 30, December 31, 2026 2025 Loan payable $ 58,779 $ 77,627 Repayments (16,426) (32,604) Accretion 5,348 13,756 47,825 58,779 Less: Current portion on loan (25,311) (22,955) Total $ 22,390 $ 35,824
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- 8 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 6. Promissory notes payable During the six months ended June 30, 2026 , the Company: i) entered into a related parties non-interest bearing promissory note agreement with the principal amount payable on demand; ii) received proceeds totaling $100,000; and iii) settled the $10,000 of principal that was outstanding at December 31, 2025 . As at June 30, 2026, $100,000 of promissory notes were outstanding and repayable upon demand (December 31, 2025 - $10,000). 7. Right-of-use asset and lease liability During the year ended December 31, 2022, the Company entered into a 5 year office lease starting February 1, 2023, and includes a rent free year starting October 1, 2022 and lease payments starting in February 1, 2023. The weighted average incremental borrowing rate applied to lease liabilities was 12%. Right-of-use asset Total Balance, December 31, 2024 183,727 Depreciation (61,242) Balance, December 31, 2025 122,485 Depreciation (30,370) Balance, June 30, 2026 $ 92,115 Lease liability Total Balance, December 31, 2024 219,359 Accretion 22,785 Lease payments (88,525) Balance, December 31, 2025 153,619 Accretion 8,329 Lease payments (44,262) Balance, June 30, 2026 $ 117,686 June 30, December 31, 2025 2025 Short-term lease liability $ 80,450 $ 74,077 Long-term lease liability 37,236 79,542 Total lease liability $ 117,686 $ 153,619 Under 1 year Between 1 - 3 years Between Over 3 - 5 years 5 years Total Lease liability $ 82,623 $ 46,033 $ - $ - $ 128,656 8. Convertible debentures a) Debenture I On May 10, 2024, the Company closed the first tranche of its non -brokered private placement and issued $941,000 of convertible non-secured debentures ("Debentures I") which mature on May 10, 2027. The principal amount of each $1,000 of Debenture I will be convertible, at the option of the holder, into 4,000 common shares at a price of $0.25 per common share.
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- 9 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 8. Convertible debentures (continued) a) Debenture I (continued) Debentures I bear interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures I due and payable semi-annually in arrears in either cash or 40% cash and 60% common shares, at the option of the Company, with the number of common shares being determined by using the twenty (20) day volume-weighted average price ("VWAP") of the Company’s common shares. The Debentures I will convert automatically into common shares in the event the Company's common share closing price prior to October 20, 2026 exceeds $0.50 for 5 consecutive trading days based on VWAP (“Automatic Conversion”). In the event of Automatic Conversion, each Debenture I holder will receive warrants to purchase that number of common shares as is equal to 50% of the shares issuable on conversion of the Debentures I until October 20, 2026, at an exercise price of $0.70 per share. In the event the common shares closing price exceeds $1.00 for five (5) consecutive trading days, based on VWAP, the Company will have the right to accelerate the expiry of the warrants to ten (10) days. Transaction cash costs were $38,468 and an aggregate of 47,360 finder's warrants issued. Each finder’s warrant is exercisable for one common share at an exercise price of $0.25 per common share until November 10, 2025. The finder’s warrants were valued at $5,209 by using the Black-Scholes model and recorded as Contributed Surplus (Note 11). The Company used the residual value method to allocate the principal amount of the convertible debentures between the liability and equity components. The Company valued the debt component of the debentures by calculating the present value of the principal and interest payments, discounted at a rate of 19%. Based on this calculation, the liability component was $767,000 and the residual equity component was $174,000. b) Debenture II On June 28, 2024, the Company closed the second tranche of its non-brokered private placement and issued $184,000 of convertible non-secured debentures ("Debentures II") which mature on June 28, 2027. The principal amount of each $1,000 of Debenture II will be convertible, at the option of the holder, into 4,000 common shares at a price of $0.25 per common share. Debentures II bear interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures II due and payable semi-annually in arrears in either cash or 40% cash and 60% common shares, at the option of the Company, with the number of common shares being determined by using the twenty (20) day VWAP of the Company’s common shares. In the event of Automatic Conversion, each Debenture II holder will receive warrants to purchase that number of common shares as is equal to 50% of the shares issuable on conversion of the Debentures II until October 20, 2026, at an exercise price of $0.70 per share. In the event the common shares closing price exceeds $1.00 for five (5) consecutive trading days, based on VWAP, the Company will have the right to accelerate the expiry of the warrants to ten (10) days. Transaction cash costs were $20,906. The Company used the residual value method to allocate the principal amount of the convertible debentures between the liability and equity components. The Company valued the debt component of the debentures by calculati ng the present value of the principal and interest payments, discounted at a rate of 19%. Based on this calculation, the liability component was $150,000 and the residual equity component was $34,000. c) Debenture III On September 20, 2024, the Company closed its non -brokered private placement and issued $300,000 of convertible non-secured debentures ("Debentures III") which mature on June 28, 2027. The principal amount of each $1,000 of Debenture III will be convertible, at the option of the holder, at a price of $0.195 per common share for the first year and $0.25 per common share thereafter.
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- 10 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 8. Convertible debentures (continued) c) Debenture III (continued) Debentures III bear interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures III due and payable semi-annually in arrears in either cash or 40% cash and 60% common shares, at the option of the Company, with the number of common shares being determined by using the twenty (20) day VWAP of the Company’s common shares. In the event of Automatic Conversion, each Debenture III holder will receive warrants to purchase that number of common shares as is equal to 50% of the shares issuable on conversion of the Debentures III until October 20, 2026, at an exercise price of $0.70 per share. In the event the common shares closing price exceeds $1.00 for five ( 5) consecutive trading days, based on VWAP, the Company will have the right to accelerate the expiry of the warrants to ten (10) days. Transaction cash costs were $46,854 and an aggregate of 8,205 finder's warrants were issued. Each finder’s warrant is exercisable for one common share at an exercise price of $0.195 per common share until March 20, 2026. The finder’s warrants were valued at $561 by using the Black-Scholes model and recorded as Contributed Surplus (Note 11). The Company used the residual value method to allocate the principal amount of the convertible debentures between the liability and equity components. The Company valued the debt component of the debentures by calculating the present value of the principal and interest payments, discounted at a rate of 19%. Based on this calculation, the liability component was $248,000 and the residual equity component was $52,000. During the year ended December 31, 2025, convertible debentures with a carrying value of $73,594 were converted into 512,821 common shares at a price of $0.195 per share and recorded as a reduction to the outstanding Debentures III balance payable (Note 9). d) Debenture IV On December 17, 2024, the Company closed its non -brokered private placement and issued $341,000 of convertible non-secured debentures ("Debentures IV") which mature on June 28, 2027. The principal amount of each $1,000 of Debenture IV will be convertible, at the option of the holder, at a price of $0.10 per common share for the first year, $0.15 per common share for the second year, and $0.25 per common share thereafter. Debentures IV bear interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures IV due and payable semi-annually in arrears in either cash or 40% cash and 60% common shares, or 100% common shares, at the option of the Company, with the number of common shares being determined by using the twenty (20) day VWAP of the Company’s common shares. In the event of Automatic Conversion, each Debenture IV holder will receive warrants to purchase that number of common shares as is equal to 50% of the shares issuable on conversion of the Debentures IV until October 20, 2026, at an exercise price of $0.28 per share. In the event the common shares closing price exceeds $1.00 for five ( 5) consecutive trading days, based on VWAP, the Company will have the right to accelerate the expiry of the warrants to ten (10) days. Transaction cash costs were $53,343. The Company used the residual value method to allocate the principal amount of the convertible debentures between the liability and equity components. The Company valued the debt component of the debentures by calculati ng the present value of the principal and interest payments, discounted at a rate of 19%. Based on this calculation, the liability component was $286,000 and the residual equity component was $55,000. During the year ended December 31, 2025, convertible debentures with a carrying value of $10,358 were converted into 140,000 common shares at a price of $0 .10 per share and recorded as a reduction to the outstanding Debentures IV balance payable (Note 9).
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- 11 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) e) Debenture V On January 17, 2025, the Company closed its non-brokered private placement and issued $169,000 of convertible non- secured debentures ("Debentures V") which mature on June 28, 2027. The principal amount of each $1,000 of Debenture V will be convertible, at the option of the holder, at a price of $0.10 per common share for the first year, $0.15 per common share for the second year, and $0.25 per common share thereafter. Debentures V bear interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures V due and payable semi-annually in arrears in either cash or 40% cash and 60% common shares, or 100% common shares, at the option of the Company, with the number of common shares being determined by using the twenty (20) day VWAP of the Company’s common shares. The Debentures V will convert automatically into common shares in the event the Company's common share closing price prior to October 20, 2026 exceeds 100% of the conversion price for five (5) consecutive trading days based on VWAP (“Automatic Conversion (100%)”). In the event of Automatic Conversion (100%), each Debenture V holder will receive warrants to purchase that number of common shares as is equal to 50% of the shares issuable on conversion of the Debentures V until October 20, 2026, at an exercise price of $0.28 per share. In the event the common shares closing price exceeds $1.00 for five (5) consecutive trading days, based on VWAP, the Company will have the right to accelerate the expiry of the warrants to ten (10) days. Transaction cash costs were $36,609 and an aggregate of 12,000 finder's warrants were issued. Each finder’s warrant is exercisable for one common share at an exercise price of $0.10 per common share until July 17, 2026. The finder’s warrants were valued at $510 by using the Black-Scholes model and recorded as Contributed Surplus (Note 11). The Company used the residual value method to allocate the principal amount of the convertible debentures between the liability and equity components. The Company valued the debt component of the debentures by calculating the present value of the principal and interest payments, discounted at a rate of 19%. Based on this calculation, the liability component was $143,000 and the residual equity component was $26,000. During the year ended December 31, 2025, convertible debentures with a carrying value of $21,326 were converted into 300,000 common shares at a price of $0.10 per share and recorded as a reduction to the outstanding Debentures V balance payable (Note 9). During the six months ended June 30, 2026, convertible debentures with a carrying value of $21,326 were converted into 1,390,000 common shares at a price of $0.10 per share and recorded as a reduction to the outstanding Debentures V balance payable (Note 9). f) Debenture VI On February 10, 2025, the Company closed its non-brokered private placement and issued $87,000 of convertible non- secured debentures ("Debentures VI") which mature on June 28, 2027. The principal amount of each $1,000 of Debenture VI will be convertible, at the option of the holder, at a price of $0.10 per common share for the first year, $0.15 per common share for the second year, and $0.25 per common share thereafter. Debentures VI bear interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures VI due and payable semi-annually in arrears in either cash or 40% cash and 60% common shares, or 100% common shares, at the option of the Company, with the number of common shares being determined by using the twenty (20) day VWAP of the Company’s common shares. In the event of Automatic Conversion (100%), each Debenture VI holder will receive warrants to purchase that number of common shares as is equal to 50% of the shares issuable on conversion of the Debentures VI until October 20, 2026, at an exercise price of $0.28 per share. In the event the common shares closing price exceeds $1.00 for five ( 5) consecutive trading days, based on VWAP, the Company will have the right to accelerate the expiry of the warrants to ten (10) days.
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- 12 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 8. Convertible debentures (continued) f) Debenture VI (continued) Transaction cash costs were $9,765. The Company used the residual value method to allocate the principal amount of the convertible debentures between the liability and equity components. The Company valued the debt component of the debentures by calculatin g the present value of the principal and interest payments, discounted at a rate of 19%. Based on this calculation, the liability component was $74,000 and the residual equity component was $13,000. During the six months ended June 30, 2026, convertible debentures with a carrying value of $21,326 were converted into 870,000 common shares at a price of $0.10 per share and recorded as a reduction to the outstanding Debentures VI balance payable (Note 9). g) Debenture VII On March 21, 2025, the Company closed its non -brokered private placement and issued $500,000 of convertible non- secured debentures ("Debentures VII") which mature on June 28, 2027. The principal amount of each $1,000 of Debenture VII will be convertible, at the option of the holder, at a price of $0.14 per common share, and received 7,142 common share purchase warrants. Each warrant will entitle the holder to purchase one common share at an exercise price of $0.18 until June 28, 2027. Debentures VII bear interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures VII due and payable semi-annually in arrears in either cash or 100% common shares, at the option of the Company, with the number of common shares being determined by using the twenty (20) day VWAP of the Company’s common shares, determined at time of payment, subject to Exchange approval. Transaction cash costs were $27,487 and an aggregate of 30,857 finder's warrants were issued. Each finder’s warrant is exercisable for one common share at an exercise price of $0.14 per common share until September 21, 2026. Finder’s warrants were valued at $3,338 by using the Black-Scholes model and recorded as Contributed Surplus (Note 11). The Company used the residual value method to allocate the principal amount of the convertible debentures between the liability and equity components. The Company valued the debt component of the debentures by calculating the proportionate present value of the principal and interest payments, discounted at a rate of 19%, into the aggregate value of the combined present value of the debt and the fair value of the automatically issuable warrants upon conversion of Debentures VII. Based on this calculation, the liability component was $426,000 and the residual equity component was $74,000. During the year ended December 31, 2025, convertible debentures with a carrying value of $21,388 were converted into 178,571 common shares at a price of $0.14 per share and recorded as a reduction to the outstanding Debentures VIII balance payable. During the six months ended June 30, 2026, convertible debentures with a carrying value of $XX were converted into 42,857 common shares at a price of $0.1 4 per share and recorded as a reduction to the outstanding Debentures VI balance payable (Note 9). h) Debenture VIII On September 2, 2025, the Company closed its non -brokered private placement and issued $270,000 of convertible non-secured debentures ("Debentures VIII") which mature on December 31, 2027. The principal amount of each $1,000 of Debenture VIII will be convertible, at the option of the holder, at a price of $0.11 per common share , and received 9,000 common share purchase warrants. Each warrant will entitle the holde r to purchase one common share at an exercise price of $0.14 until December 31, 2027. Debentures VIII bear interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures VIII due and payable semi-annually in arrears in either cash or 100% common shares (at the option of the Company), with the number of common shares being determined by using the twenty (20) day VWAP of common shares, determined at time of payment, subject to Exchange approval.
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- 13 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 8. Convertible debentures (continued) i) Debenture VIII (continued) Transaction cash costs were $29,663. The Company used the residual value method to allocate the principal amount of the convertible debentures between the liability and equity components. The Company valued the debt component of the debentures by calculating the proportionate present value of the principal and interest payments, discounted at a rate of 19%, into the aggregate value of the combined present value of the debt and the fair value of the automatically issuable warrants upon conversion of Debentures VIII. Based on this calculation, the liability component was $229,000 and the residual equity component was $41,000. On December 31, 2025, convertible debentures with a carrying value of $83,515 were converted into 954,545 common shares at a price of $0.11 and recorded as a reduction to the outstanding Debentures VIII balance payable. j) Debenture IX On October 14, 2025, the Company closed its non-brokered private placement and issued $297,000 of convertible non- secured debentures ("Debentures IX") which mature on December 31, 2027. The principal amount of each $1,000 of Debenture IX will be convertible, at the option of the holder, at a price of $0.11 per common share, and 9,000 common share purchase warrants. Each warrant will entitle the holder to purchase one common share at an exercise price of $0.14 until December 31, 2027. Debentures IX bear interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures IX due and payable semi-annually in arrears in either cash or 100% common shares (at the option of the Company), with the number of common shares being determined by using the twenty (20) day VWAP of common shares, determined at time of payment, subject to Exchange approval. Transaction cash costs were $ 320 and an aggregate of 2,286 finder's warrants were issued. Each finder’s warrant is exercisable for one common share at an exercise price of $0.14 per common share until April 17, 2027. Finder’s warrants were valued at $107 by using the Black-Scholes model and recorded as Contributed Surplus (Note 11). The Company used the residual value method to allocate the principal amount of the convertible debentures between the liability and equity components. The Company valued the debt component of the debentures by calculating the proportionate present value of the principal and interest payments, discounted at a rate of 19%, into the aggregate value of the combined present value of the debt and the fair value of the automatically issuable warrants upon conversion of Debentures IX. Based on this calculation, the liability component was $254,000 and the residual equity component was $43,000. The following tables summarizes the allocation of the debt and equity components of the convertible debentures. Debenture I Debenture II Debenture III Debenture IV Sub-total Balance, December 31, 2024 $ 760,000 $ 136,354 $ 207,664 $ 233,837 $ 1,337,855 Issuance of convertible debenture Less conversion of debt (Note 9) (73,594) (10,358) (83,952) Less transaction cost Less accrued interest (94,100) (18,400) (20,952) (33,170) (166,622) Interest and accretion expense 160,708 35,376 48,191 67,577 311,852 Balance, December 31, 2025 826,608 153,330 161,309 257,886 1,399,133 Transaction cost adjustment - - 8,219 8,604 16,823 Less accrued interest (47,050) (9,200) (10,000) (16,350) (82,600) Accretion expense 85,029 19,206 26,158 34,767 165,160 Balance, June 30, 2026 $ 864,587 $ 163,336 $ 185,686 $ 284,907 $ 1,498,516
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- 14 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 8. Convertible debentures (continued) Debenture V Debenture VI Debenture VII Debenture VIII Sub-total Balance, December 31, 2024 $ - $ - $ - $ - $ - Issuance of convertible debenture 169,000 87,000 500,000 270,000 1,026,000 Less equity portion (26,000) (13,000) (74,000) (41,000) (154,000) Less transaction cost (37,119) (9,765) (30,825) (29,663) (107,372) Less conversion of debt (Note 9) (21,326) - (21,388) (83,515) (126,229 ) Less accrued interest (16,128) (7,716) (38,646) (9,225) (71,715) Interest and accretion expense 34,300 14,730 94,621 23,604 167,255 Balance, December 31, 2025 102,727 71,249 429,762 130,201 733,939 Transaction cost adjustment 5,711 - 4,562 4,504 14,777 Less conversion of debt (Note 9) (109,536) (72,166) (5,614) - (187,316) Less accrued interest (646) (868) (23,703) (8,250) (33,467) Interest and accretion expense 1,744 1,785 37,105 18,573 59,207 Balance, June 30, 2026 $ - $ - $ 442,112 $ 145,028 $ 587,140 Debenture IX Sub-total Total Balance, December 31, 2024 $ - $ - $ 1,337,855 Issuance of convertible debenture 297,000 297,000 1,323,000 Less equity portion (43,000) (43,000) (197,000) Less transaction cost (427) (427) (107,799) Less conversion of debt (Note 9) - - (210,181) Less accrued interest (7,425) (7,425) (245,762) Interest and accretion expense 9,925 9,925 489,032 Balance, December 31, 2025 $ - $ - 256,073 256,073 2,389,144 Transaction cost adjustment (37,119) (9,765) - - 31,600 Less conversion of debt (Note 9) (30,000) - - - (187,316) Less accrued interest (11,902) (5,541) (14,850) (14,850) (130,917) Interest and accretion expense 24,792 10,391 23,552 23,552 247,920 Balance, June 30, 2026 $ 88,771 $ 69,085 $ 264,775 $ 264,775 $ 2,350,431 9. Share capital a) Authorized share capital The Company has authorized share capital of an unlimited number of common shares without nominal or par value and an unlimited number of preferred shares without nominal or par value. No preferred shares have been issued. Common shareholders are entitled to receive dividends as declared by the Company at its discretion and are entitled to one vote per share at the Company's annual general meeting.
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- 15 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 9. Share capital (continued) b) Share capital changes During the six months ended June 30, 2026, the Company issued common shares: (i) upon the closing of non-brokered private placements as follows: i. on January 16, 2026, the Company closed a non-brokered private placement for the issuance of 10,097,720 units, each unit comprising one common share and one common share purchase warrant, at a price of $0.10 per unit for aggregate gross proceeds of $1,009,7 72. Each warrant entitles the holder to purchase one common share at a price of $0.13 for a period of twenty -four months from the closing. The Company uses the residual method for the fair value allocation of proceeds. The full amount of proceeds was allocated to the common shares with the closing price of the Company’s shares greater than the units price at closing. In connection with the financing. The Company paid cash finders fees of $15,600 and issued 156,000 finders warrants, with each finders warrant entitling the holder to purchase one common share at a price of $0.13 for a period of twenty-four (24) months from the date of issuance. The fair value of the finders warrants was estimated to be $10,934, calculated using the Black-Scholes option pricing model assuming a stock price of $0.13, volatility of 101%, risk-free rate of 2.54% and expected life of 24 months, and was charged to share issue costs; and ii. on the Company closed a non -brokered private placement for the issuance of 2,800,273 units, each unit comprising one common share and one common share purchase warrant, at a price of $0.10 per unit for aggregate gross proceeds of $308,030. Each warrant entitles the holder to purchase one common share at a price of $0.14 for a period of twenty -four (24) months from the closing. The Company uses the residual method for the fair value allocation of proceeds. The full amount of proceeds was allocated to the common shares with the closing price of the Company’s shares greater than the units price at closing. In connection with the financing. No finders fees were paid in conjunction with this private placement offering. (ii) for the conversion of convertible debentures totaling face value of $274,000 as follows: i. on January 17, 2026, $139,000 of Debentures VI were converted into 1,390,000 common shares, at a price of $0.10 per share, which was recorded as an increase to share capital and a reduction to the Debentures VI outstanding balance. The carrying value impact on share capital was and increase of $109,536; ii. on February 6, 2026, $87,000 of Debentures VII were converted into 870,000 common shares, at a price of $0.10 per share, which was recorded as an increase to share capital and a reduction to the Debentures VII outstanding balance. The carrying value impact on share capital was an increase of $72,166; and iii. on May 22, 2026, $6,000 of Debentures VIII were converted into 42,857 common shares, at a price of $0.14 per share, which was recorded as an increase to share capital and a reduction to the Debentures VIII outstanding balance. The carrying value impact on share capital was an increase of $5,614. (iii) for the payment of interest on convertible debentures totaling $265,272 as follows: i. on January 14, 2026, the Company issued: a. 527,380 common shares at a price of $0.13 per share as payment for $47,464 of Debentures I interest owing, and recorded a loss of $21,095 on the debt settlement; b. 101,941 common shares at a price of $0.13 per share as payment for $9,175 of Debentures II interest owing, and recorded a loss of $4,077 on the debt settlement; c. 112,025 common shares at a price of $0.13 per share as payment for $10,082 of Debentures III interest owing, and recorded a loss of $4,481 on the debt settlement; d. 90,287 common shares at a price of $0.13 per share as payment for $8,126 of Debentures V interest owing, and recorded a loss of $3,611 on the debt settlement;
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- 16 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 9. Share capital (continued) b) Share capital changes (continued) e. 47,936 common shares at a price of $0.13 per share as payment for $4,314 of Debentures VI interest owing, and recorded a loss of $1,918 on the debt settlement; and f. 284,475 common shares at a price of $0.13 per share as payment for $25,603 of Debentures VII interest owing, and recorded a loss of $11,379 on the debt settlement. ii. on March 3, 2026, the Company issued: a. 101,941 common shares at a price of $0.105 per share as payment for $9,225 of Debentures II interest owing, and recorded a gain of $1,594 on the debt settlement; b. 129,093 common shares at a price of $0.105 per share as payment for $ 16,395 of Debentures IV interest owing, and recorded a gain of $2,840 on the debt settlement; c. 55,206 common shares at a price of $0.105 per share as payment for $7,007 of Debentures V interest owing, and recorded a gain of $1,210 on the debt settlement; and d. 34,365 common shares at a price of $0.105 per share as payment for $4,362 of Debentures VI interest owing, and recorded a gain of $754 on the debt settlement. iii. on May 13, 2026, the Company issued: a. 90,161 common shares at a price of $0.15 per share as payment for $9,918 of Debentures III interest owing, and recorded a loss of $3,606 on the debt settlement; b. 225,403 common shares at a price of $0.15 per share as payment for $24,795 of Debentures VII interest owing, and recorded a loss of $9,015 on the debt settlement; c. 105,505 common shares at a price of $0.15 per share as payment for $11,605 of Debentures VIII interest owing, and recorded a loss of $4,221 on the debt settlement; and d. 134,630 common shares at a price of $0.15 per share as payment for $14,809 of Debentures IX interest owing, and recorded a loss of $5,386 on the debt settlement. (iv) for the exercise of 1,818,250 stock options at an average price of $0.106 for total proceeds of $193,325; and (v) for the exercise of 53,671 warrants at an average price of $0.132 for total proceeds of $7,109. During the year ended December 31, 2025, the Company issued common shares: (i) for the conversion of convertible debentures totaling $274,000 as follows: i. on December 31, 2025, $105,000 of Debentures VIII were converted into 954,545 common shares, at a price of $0.11 per share, which was recorded as an increase to share capital and a reduction to the Debentures VIII outstanding balance; Carrying value impact on share capital was $83,515; ii. on November 25, 2025, $25,000 of Debentures VII were converted into 178,571 common shares, at a price of $0.14 per share, which was recorded as an increase to share capital and a reduction to the Debentures VII outstanding balance; Carrying value impact on share capital was $21,388; iii. on June 19, 2025, $30,000 of Debentures V were converted into 300,000 common shares, at a price of $0.10 per share, which was recorded as an increase to share capital and a reduction to the Debentures V outstanding balance; Carrying value impact on share capital was $25,941; iv. on May 1, 2025, $14,000 of Debentures IV were converted into 140,000 common shares, at a price of $0.10 per share , which was recorded as an increase to share capital and a reduction to the Debentures IV outstanding balance; Carrying value impact on share capital was $12,616; and
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- 17 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 9. Share capital (continued) b) Share capital changes (continued) v. on February 4, 2025, $100,000 of Debentures III were converted into 512,821 common shares, at a price of $0.19 per share , which was recorded as an increase to share capital and a reduction to the Debentures III outstanding balance. Carrying value impact on share capital was $88,187. (ii) for the payment of interest on convertible debentures totaling $88,706 as follows: i. on August 19, 2025, the Company issued: a. 338,959 common shares at a price of $0.115 per share as payment for $45,760 of Debentures I interest owing, and recorded a gain of $6,779 on the debt settlement; b. 101,268 common shares at a price of $0.115 per share as payment for $13,671 of Debentures III interest owing, and recorded a gain of $2,025 on the debt settlement; and c. 124,246 common shares at a price of $0.115 per share as payment for $16,773 of Debentures IV interest owing, and recorded a gain of $2,485 on the debt settlement. ii. on February 4, 2025, the Company issued 83,864 common shares at a price of $0.095 per common share as payment for $9,225 of Debentures II interest owing, and recorded a gain of $1,258 on the debt settlement; iii. on January 9, 2025, the Company issued 32,769 common shares at a price of $0.105 per common share as payment for $3,277 of Debentures I interest owing, and recorded a loss of $164 on the debt settlement; (iii) for the exercise of 4,425,700 stock options at an average price of $0.102 for total proceeds of $452,360; and (iv) for the exercise of 6,000 warrants at a of $0.10 for proceeds of $600. As at December 31, 2025 , pursuant to the Company having entered into debt settlement agreements to settle an aggregate of $427,69 7 of debt owed to certain arm’s length creditors , 4,276,964 common shares were allotted for issuance at a fair value of $0.10 per share with issuance pending Exchange approval. Final approval from the Exchange was announced on January 28, 2026. 10. Stock options The Company has adopted an incentive stock option plan in accordance with the policies of the Exchange (the “Stock Option Plan”) which provides that the Board may from time to time, at its discretion, grant to directors, officers, employees and consultants of the Company non -transferable options to purchase common shares, provided that the number of common shares reserved for issuance under the Stock Option Plan shall not exceed ten percent (10%) of the issued and outstanding common shares. The Board determines the price per common share, vesting period of up to ten (10) years from the date of grant, and the number of common shares which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the Exchange.
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- 18 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 10. Stock options (continued) The following table reflects the continuity of stock options for the six months ended June 30, 2026 and 2025: Number of stock options Weighted average exercise price Balance, December 31, 2024 9,750,950 $ 0.23 Granted (i) 8,650,000 0.11 Exercised (3,645,700) 0.10 Expired (1,994,500) 0.23 Balance, June 30, 2025 12,760,750 0.19 Balance, December 31, 2025 14,092,000 0.18 Granted (ii) - 0.00 Exercised (1,818,250) 0.11 Forfeited / cancelled (4,963,250) 0.15 Balance, June 30, 2026 7,310,500 $ 0.22 (i) During the six months ended June 30, 2025, the Company issued 8,560,000 stock options with a weighted average exercise price of $0.11 per share. The exercise price ranges from $0.10 to $0.20 per share, with a expiration period between one half to ten (10) years and vest immediately to annually over three (3) years. During the six months ended June 30, 2026, no stock options were issued. For the stock options granted during the six months ended June 30, 2026 and 2025, the share-based compensation expense was determined based on the fair value of the options on the date of grant ( date of measurement) using the Black-Scholes model with the following weighted average assumptions: June 30, 2025 Expected option life 0.50 – 10 years Risk-free rate 2.58% - 43.28% Expected forfeiture rate nil Expected volatility 90% - 102% Dividend yield nil The weighted average fair value on the grant date of options granted during the six months ended June 30, 2026 was $nil (2025 - $0.07). Stock options outstanding by range of exercise prices as at June 30, 2026: Grant price range Weighted average exercise price ($) Weighted average remaining contractual life (years) Number of options outstanding Number of options vested <$0.11 0.10 6.05 2,999,250 2,524,250 $0.12 - $0.25 0.19 8.19 1,960,000 1,960,000 $0.26 - $0.50 0.47 6.91 2,351,250 2,151,500 0.22 6.53 7,310,500 6,635,500 For the six months ended June 30, 2026, share-based compensation expense (recovery) of $(248,897) (2025 - $496,435 expense) was recognized in the statements of loss and comprehensive loss.
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- 19 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 10. Warrants The following table reflects the continuity of warrants for the six months ended June 30, 2026: Number of warrants Weighted average exercise price Balance, December 31, 2024 18,522,171 $ 0.63 Issued (ii)(iii)(iii)(Note 9) 8,719,643 0.14 Exercised (6,000) 0.10 Expired (47,360) 0.25 Balance, December 31, 2025 27,188,454 0.47 Issued (iv)(v)(Note 9) 13,053,993 0.13 Exercised (53,671) 0.13 Expired (2,853,976) 0.30 Balance, June 30, 2026 37,334,800 $ 0.37 (i) Convertible Debenture V (Note 8) In connection with the closing of its non-brokered private placement of Debenture V on January 17, 2025, the Company issued 12,000 finders warrants. Each finders warrant entitles the holder thereof to purchase one common share at a price of $0.10 per common share until July 17, 2026. The finder's warrants were valued at $510 using the Black-Scholes model with the assumptions below. January 17, 2025 Share price $0.10 Expected option life 1.5 years Risk-free rate 2.92% Expected volatility 89% Dividend yield nil (ii) Convertible Debenture VII (Note 8) In connection with the closing of the first tranche of its non -brokered private placement of Debenture VII on March 21, 2025, the Company issued 30,857 finder's warrants. Each finder’s warrant entitles the holder thereof to purchase one common share at a price of $0.14 per common share until September 21, 2026. The finder's warrants were valued at $3,338 using the Black-Scholes model with the assumptions below. March 21, 2025 Share price $0.19 Expected option life 1.5 years Risk-free rate 2.52% Expected volatility 105% Dividend yield nil
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- 20 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 11. Warrants (continued) (iii) Convertible Debenture IX (Note 8) In connection with the closing of its non-brokered private placement of Debenture IX on October 14, 2025, the Company issued 2,286 finder's warrants. Each finder’s warrant entitles the holder thereof to purchase one common share at a price of $0.11 per common share until April 17, 2027. The finder's warrants were valued at $107 using the Black-Scholes model with the assumptions below. October 14, 2025 Share price $0.11 Expected option life 1.5 years Risk-free rate 2.44% Expected volatility 105% Dividend yield nil (iv) Private Placement (Note 9) In connection with the closing of its non -brokered private placement on January 16, 2026, the Company issued 10,097,720 warrants and 156,000 finder's warrants. Each warrant entitles the holder thereof to purchase one common share at a price of $0.13 per common share until January 16, 2028. The finders warrants were valued at $10,934, estimated using the Black-Scholes model with the assumptions below. (iv) Private Placement (continued) January 17, 2026 Share price $0.10 Expected option life 2 years Risk-free rate 2.54% Expected volatility 101% Dividend yield nil (v) Private Placement (Note 9) In connection with the closing of its non-brokered private placement on May 22, 2026, the Company issued 2,800,273 warrants. Each warrant entitles the holder thereof to purchase one common share at a price of $0.14 per common share until May 22, 2028. The following table reflects the exercise prices and expiry dates of the warrants outstanding as at June 30, 2026: Number of warrants outstanding Exercise price ($) Expiry date 6,000 0.10 July 17, 2026 15,429 0.14 September 21, 2026 14,590,500 0.70 October 20, 2026 1,030,335 0.52 October 20, 2026 1,143 0.11 April 17, 2027 3,571,500 0.18 June 28, 2027 5,103,000 0.14 December 31, 2027 10,216,620 0.14 January 16, 2028 2,800,273 0.13 May 22, 2028 37,334,800 0.37
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- 21 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 11. Personnel costs Personnel costs for the six months ended June 30, 2026 and 2025 were as follows: Three Months Ended Six Months Ended December 31, June 30, 2025 2024 2026 2025 Salaries, fees and short-term benefits $ 142,528 $ 171,536 $ 271,323 $ 342,510 Share-based compensation 30,886 515,723 (248,989) 496,435 Total personnel cost $ 173,414 $ 687,259 $ 22,334 $ 838,945 For the six months ended June 30, 2026, share-based compensation expense (recovery) of $(91,873) (2025 - $68,664) was expensed for consultants and recorded in sales and marketing , research and development and general and administrative expense. 12. Finance costs Finance costs for the six months ended June 30, 2026 and 2025 were as follows: Three Months Ended Six Months Ended December 31, June 30, 2025 2024 2026 2025 Bank charges and fees $ 768 $ 1,434 $ 12,216 $ 874 Interest expense (income) - (516) 3,081 51 Accretion 120,085 63,492 260,048 231,655 Total finance cost $ 120,853 $ 64,410 $ 275,345 $ 232,580 13. Functional expense breakdown Three Months Ended Six Months Ended December 31, June 30, 2025 2024 2026 2025 Consulting and professional fees $ 711,142 $ 801,611 Salaries 271,323 342,510 Travel and entertainment 43,585 117,545 Marketing and promotion 142,326 104,599 Insurance 49,899 50,347 Other 55,420 112,844 Share-based compensation expense (recovery) (248,898) 496,435 Depreciation and amortization 30,370 30,3691 Total operating expenses $ 1,055,167 $ 2,086,260
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- 22 - Ventripoint Diagnostics Ltd. Notes to the Condensed Interim Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) 14. Related party transactions The Company defines key management personnel as the Board, Chief Executive Officer and Chief Financial Officer. Remuneration of key management personnel of the Company was as follows for the six months ended June 30, 2026 and 2025: Three Months Ended Six Months Ended June 30, 2025 2024 2026 2025 Salaries, fees and short term benefits $ 60,000 $ 45,000 $ 208,500 $ 120,000 Share-based compensation 8,506 129,349 (50,777) 23,558 Directors fees 16,500 17,500 25,004 33,000 Total remuneration $ 85,006 $ 191,849 $ 182,727 $ 176,558 Other transactions of directors and key management personnel of the Company During the six months ended June 30, 2026: (i) a director and two officers subscribed for an aggregate of $139,340 of the Company’s non-brokered private placement of units as a price of $0.10 per unit that was closed on January 16, 2026; (ii) an officer of the Company subscribed for $15,000 of the Company’s non -brokered private placement of units as a price of $0.11 per unit that was closed on May 22, 2026; and (iii) a director and officer provided advances to the Company totaling $115,000 for operational needs. During the six months ended June 30, 2025, a director and officer of the Company purchased $18,000 of Debentures V issued in January 2025 (Note 8). As at June 30, 2026, $ 463,629 was included in accounts payable and accrued liabilities due to key management personnel (December 31, 2025 - $408,552). 16. Commitments The Company has the following minimum payments contractual obligations as of June 30, 2026: Fiscal year ended 2025 2026 2027-2030 Total Minimum annual royalty (1) $ 6,961 $ 7,105 $ 28,420 $ 35,525 (1) The annual royalty due to the University of Washington under a Technology License Agreement is the higher of 1.5% of gross sales or the Minimum Annual Royalty of US$5,000. 17. Subsequent events On July 8, 2026, the Company: i) granted 6,392,750 stock options to directors, officers, employees and consultants with an exercise price of $0. 095, expiry terms of two (2) to ten (10) years and various vesting periods pursuant to the Company’s Stock Option Plan, and subject to the approval of the Exchange. An aggregate of 3,151,250 of those stock options granted relates to the replacement of stock options cancelled in June 2026 at the request of the Exchange, see Note 10. On July 29, 2026, the Company granted, to a newly appointed director of the Company, 500,000 stock options with an exercise price of $0.11, an expiry term of ten (10) years and annual vesting pursuant to the Company’s Stock Option Plan, and subject to the approval of the Exchange.