Grey Matters Health IncCSE: GREY

Financial Statements Q2 2026

· Issued by Grey Matters Health Inc
GREY MATTERS HEALTH INC.

(formerly Algernon Health Inc.)

Condensed Interim Consolidated Financial Statements

(Unaudited)

For the six months ended February 28, 2026 and 2025 (Expressed in Canadian dollars)

In accordance with National Instruments 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the unaudited financial statements for the six months ended February 28, 2026.

Unaudited Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian dollars)

As at

Note

February 28, 2026

August 31, 2025

ASSETS

Current assets

Cash

4

$ 195,349

$ 176,501

Accounts receivable

4

26,649

17,038

Prepaid expenses

409,184

360,933

Total current assets

631,182

554,472

Non-current assets

Restricted cash equivalents

4

28,750

28,750

Intangible assets

5

4,288,632

4,294,252

Total non-current assets

4,317,382

4,323,002

TOTAL ASSETS

$ 4,948,564

$ 4,877,474

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Accounts payable and accrued liabilities

4,7

$ 2,493,598

$ 2,182,240

Total liabilities

2,493,598

2,182,240

Shareholders' equity

Common share capital

6

31,334,484

30,167,760

Preferred share capital

6

632,084

-

Subscription receipts

6

-

737,100

Securities to be issued as part of asset acquisition

6

-

589,500

Reserves

6

1,716,874

1,805,589

Accumulated other comprehensive loss

(41,407)

(40,119)

Deficit

(31,187,069)

(30,564,596)

Total shareholders' equity

2,454,966

2,695,234

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$ 4,948,564

$ 4,877,474

Subsequent events

10

The accompanying notes are an integral part of these condensed interim consolidated financial statements. Approved on behalf of the Board:

"Christopher Moreau" (signed) "Harry Bloomfield" (signed)

Christopher Moreau Harry Bloomfield

Director and Chief Executive Officer Director

Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars)

Note

Three months ended February 28,

Three months ended February 28,

Six months ended February 28,

Six months ended February 28,

2026

2025

2026

2025

EXPENSES

General and administrative

10

$ 73,414

$ 12,224

$ 152,704

$ 48,608

Marketing

142,016

90,399

277,628

210,046

Professional fees

10

88,044

93,807

258,735

119,587

Research and development

1,517

9,510

27,968

42,310

Salaries and Benefits

10

151,838

137,940

304,599

276,336

Share-based payment

9

-

-

455

-

Shareholder communications

42,799

28,647

74,742

56,963

499,628

372,527

1,096,831

753,850

Interest income

(104)

(260)

(395)

(520)

Net loss for the period

499,524

372,267

1,096,436

753,330

OTHER COMPREHENSIVE INCOME

Item not classified into profit or loss:

Foreign exchange loss/(gain) on translation

to reporting currency

997

(294)

1,288

(310)

Comprehensive loss for the period

$ 500,521

$ 371,973

$ 1,097,724

$ 753,020

Loss per common share

Basic and fully diluted

$ 0.11

$ 0.14

$ 0.27

$ 0.28

Weighted average number of common shares outstanding

4,686,657

2,730,122

4,081,379

2,730,110

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

Unaudited Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

Six months ended February 28

2026

2025

OPERATING ACTIVITIES

Net loss for the period

$ (1,096,436)

$ (753,330)

Items not involving cash

Share-based payments

455

-

Amortization

69,740

11,544

Unrealized foreign exchange loss

(4,182)

50,336

(1,030,423)

(691,450)

Changes in non-cash operating working capital

Accounts receivable

(9,410)

(3,910)

Prepaid expenses

(48,251)

90,215

Accounts payable and accrued liabilities

265,192

111,685

(822,892)

(493,460)

INVESTING ACTIVITIES

Additions of intangible assets

(14,238)

(15,219)

FINANCING ACTIVITIES

(14,238)

(15,219)

Proceeds from private placement of units

857,002

-

Proceeds from warrants exercised

-

208

857,002

208

Effect of exchange rate fluctuations on cash held

(1,025)

4,454

Increase (decrease) in cash

18,847

(504,017)

Cash, beginning of period

176,501

596,198

Cash, end of period

$ 195,348

$ 92,181

Supplemental cash flow information

Non-cash investing and financing activities:

Intangible assets included in accounts payable

$ 185,699

$ 115,438

Fair value of common warrants expired

$ 473,964

$ 37,605

Fair value of common warrants issued

$ 75,958

$ -

Fair value of common warrants exercised

$ -

$ 241

Fair value of stock options expired

$ -

$ 1,555,396

Fair value of restricted share units expired

$ -

$ 17,943

Interest paid

$ -

$ -

Taxes paid

$ -

$ -

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

GREY MATTERS HEALTH INC.

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Expressed in Canadian dollars)

Number of Common

Shares

Common Share Capital

Preferred Share Capital

Subscription

Receipts and Securities to be Issued as Part of Asset Acquisition

Reserves

Accumulated Other Comprehensive

Income

Deficit

Total

Balance at August 31, 2024

2,730,082

$ 29,555,135

$ -

$ -

$ 3,409,675

$ (40,386)

$ (30,755,831)

$ 2,168,593

Common shares issued on exercise of warrants

40

241

-

-

(33)

-

-

208

Expiration of warrants

-

-

-

-

(37,605)

-

37,605

-

Expiration of stock options

-

-

-

-

(1,555,396)

-

1,555,396

-

Expiration of restricted share units

-

-

-

-

(17,943)

-

17,943

-

Other comprehensive loss

-

-

-

-

-

310

-

310

Net loss for the year

-

-

-

-

-

-

(753,330)

(753,330)

Balance at February 28, 2025

2,730,122

$ 29,555,376

$ -

$ -

$ 1,798,698

$ (40,076)

$ (29,898,217)

$ 1,415,781

Balance at August 31, 2025

3,425,616

$ 30,167,760

$ -

$ 1,326,600

$ 1,805,589

$ (40,119)

$ (30,564,596)

$ 2,695,234

Units issued in a private placement

1,224,287

781,044

-

-

75,958

-

-

857,002

Common shares issued on conversion of preferred shares

768,334

385,680

(385,680)

-

-

-

-

-

Preferred shares issued from asset acquisition

-

-

405,000

(589,500)

184,500

-

-

-

Preferred shares issued on conversion of subscription receipts

-

-

612,764

(737,100)

124,336

-

-

-

Expiration of warrants

-

-

-

-

(473,964)

-

473,964

-

Share-based payments

-

-

-

-

455

-

-

455

Other comprehensive loss

-

-

-

-

-

(1,288)

-

(1,288)

Net loss for the year

-

-

-

-

-

-

(1,096,437)

(1,096,437)

Balance at February 28, 2026

5,418,237

$ 31,334,484

$ 632,084

$ -

$ 1,716,874

$ (41,407)

$ (31,187,069)

$ 2,454,966

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

5

  1. NATURE OF OPERATIONS AND GOING CONCERN

On April 21, 2026, the Company completed its name change to Grey Matters Health Inc. (formerly Algernon Health Inc.) and stock symbol on the CSE to GREY (formerly AGN) with its shares beginning trading under the new name and symbol on the CSE at market-open on April 21, 2026.

Additionally, on April 21, 2026, the Company consolidated all of its issued and outstanding common shares on the basis of 10 to 1. Unless otherwise noted, all common share, preferred share, options, restricted share units, common warrants, common agents warrants, preferred warrants and preferred agents warrants information have been retroactively adjusted to reflect this consolidation.

Previously, on October 15, 2025, the Company completed a name change to Algernon Health Inc. (formerly Algernon Pharmaceuticals Inc.) with its shares beginning trading under the new name on the CSE at market-open on Monday October 20, 2025. The stock symbol remained the same at AGN.

Grey Matters Health Inc. (the "Company" or "Grey Matters") was incorporated on April 10, 2015 under the British Columbia Business Corporations Act. The registered office of Grey Matters is located at Suite 1500 - 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.

The consolidated financial statements include the Company's subsidiaries including: Nash Pharmaceuticals Inc. ("Nash Pharma") and Nash Pharma's 100% owned Australian subsidiary, Algernon Research Pty Ltd. ("AGN Research"), Algernon NeuroScience Inc. ("AGN Neuro"), Algernon USA LLC. ("Algernon USA") and NoBrainer Imaging Centers, Inc. ("NIC").

On May 22, 2025, the Company acquired NIC which moves the Company into the Alzheimer's Disease ("AD") diagnostic and treatment market and expands on the Company's existing neurological research programs. The acquisition provides the Company with exclusive master franchise licensing rights to open AD screening, diagnostic and treatment centers across Canada and in multiple U.S. markets. While this acquisition represents a new business initiative and focus for the Company, the Company will continue to maintain and advance its drug development research programs, described below.

Grey Matters is also a clinical stage pharmaceutical development company focused on developing repurposed therapeutic drugs in the areas of non-alcoholic steatohepatitis ("NASH"), a type of liver disease, chronic kidney disease ("CKD"), as well as advancing a stroke program using N,N-Dimethyltryptamine ("DMT"). Drug re-purposing (also known as re-profiling, re-tasking, or therapeutic switching) is the application of approved drugs and compounds to treat a different disease than what it was originally developed for.

The Company previously focused on developing a repurposed therapeutic, Ifenprodil, to treat Chronic Cough and Idiopathic Pulmonary Fibrosis ("IPF"); however, on March 26, 2024, the Company closed an agreement with Seyltx, Inc. ("Seyltx"), a privately owned U.S. based drug development company, for the sale of the Company's Ifenprodil research and development program.

  1. NATURE OF OPERATIONS AND GOING CONCERN (continued)

    As at February 28, 2026, the Company has an accumulated deficit of $31,187,069 (August 31, 2025 -

    $30,564,596) and for the six months then ended incurred a net loss of $1,096,436 (February 28, 2025 -

    $753,330). The Company will need to raise sufficient working capital to maintain operations. Without additional financing, the Company may not be able to fund its ongoing operations, advance it AD program or complete research and development ("R&D") activities. Management anticipates that the Company will continue to raise adequate funding through equity or debt financings, although there is no assurance that the Company will be able to obtain adequate funding on favorable terms. These uncertainties may cast significant doubt on the Company's ability to continue as a going concern. These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. These consolidated financial statements do not reflect adjustments, which could be material, to the carrying value of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

  2. BASIS OF PRESENTATION
    1. Statement of compliance

      These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34") using policies consistent with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). They have been prepared on a historical cost basis, except for certain financial instruments, which are stated at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for the cash flow information.

      These condensed interim consolidated financial statements have been prepared in accordance with the same accounting policies and methods of application as the most recent audited consolidated financial statements for the year ended August 31, 2025, except that they do not include all the disclosures required for the annual audited financial statements. These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the Company for year ended August 31, 2025.

    2. Approval of the condensed interim consolidated financial statements

      The condensed interim consolidated financial statements of the Company for the six-month period ended February 28, 2026 were approved and authorized for issuance by the Board of Directors on April 28, 2026.

    3. Foreign currencies

The reporting currency is the Canadian dollar ("CAD"), which is the functional currency of Grey Matters, Nash Pharma, AGN Neuro, and NIC. The functional currency of Algernon USA is the US dollar. The functional currency of AGN Research is the Australian dollar ("AUD"). Transactions in currencies other than the functional currency are recorded at the rate of exchange prevailing on the date of the transaction, except amortization, which is translated at the rates of exchange applicable to the related assets. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rate prevailing at each reporting date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate on the date of the initial transaction. Non-monetary items that are measured at fair values are reported at the exchange rate on the date when fair values are determined. Foreign currency translation differences are recognized in profit or loss, except for differences on the translation of foreign entities to reporting currency on consolidation, which are recognized in other comprehensive income.

  1. BASIS OF PRESENTATION (continued)
    1. Foreign currencies (continued)

      On consolidation, the assets and liabilities of entities are translated into the reporting currency at the rate of exchange at the reporting date and the condensed interim consolidated financial statements of loss and comprehensive loss are translated at the average exchange rates for the year. The exchange differences arising on translation for consolidation purposes are recognized in other comprehensive loss.

    2. Use of accounting estimates and judgements

      The preparation of condensed interim consolidated financial statements in accordance with IFRS requires management to make estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

  2. SIGNIFICANT ACCOUNTING POLICIES Basis of consolidation

    The condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, which are entities over which the Company has control. Control exists when the Company has the power and ability, directly or indirectly, to direct the relevant activities of an entity so as to obtain benefit from its activities. Subsidiaries are fully consolidated from the date that control commences until the date the control ceases. The accounting policies of the Company's subsidiaries have been aligned with the policies adopted by the Company. When the Company ceases to control a subsidiary, the financial statements of that subsidiary are de-consolidated.

    All intercompany transactions and balances have been eliminated on consolidation.

  3. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

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

Credit risk

Credit risk is the risk of loss associated with a counter party's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to its cash and accounts receivable. The Company's accounts receivable is mainly comprised of GST receivable, accrued interest receivable from GIC's held with bank, and accrued Australia R&D tax credit receivable. GST receivable and Australia R&D tax credit receivable are not financial instruments as they do not arise from contractual obligations. The Company limits exposure to credit risk on bank deposits by holding demand deposits in high credit quality banking institutions in Canada and Australia. Management believes that the credit risk with respect to receivables is minimal.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements. All of the Company's financial obligations are due within one year.

  1. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued) Liquidity risk (continued)

    At February 28, 2026, the Company had a working capital deficit of $1,862,416 (August 31, 2025 - $1,627,768). This included cash of $195,349 (August 31, 2025 - $176,501) available to meet short-term business requirements and current liabilities of $2,493,598 (August 31, 2025 - $2,182,240). The Company's accounts payable and accrued liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

    Market risk

    Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk, and other price risks. The Company is not exposed to significant interest rate risk and other price risk.

    1. Interest rate risk

      Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize a loss as a result of a decline in the fair value of the cash is limited because of the short-term investment nature. The Company's financial assets exposed to interest rate risk consist of cash and restricted cash equivalents. Restricted cash equivalents consist of GICs held at banking institutions that bear interest at prime less 2.20% (August 31, 2025 - 2.25%) and mature five months from the purchase date.

    2. Other price risk

      Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company holds marketable securities from its investment in Seyltx. The Company is not exposed to significant other price risk as there is no active trading market for the common shares held in Seyltx.

    3. Foreign currency risk

Foreign currency risk is related to fluctuations in foreign exchange rates. The Company has certain expenditures that are denominated in US dollars ("US$"), Australian dollars ("AUD$"), Euros, the British Pound Sterling ("GBP£") and Swedish Krona ("Krona") and other operating expenses that are mainly in Canadian dollars ("CAD$").

The Company holds funds in its Australian subsidiary in AUD$ and may fund additional cash calls to this foreign subsidiary in the future. The Company's exposure to foreign currency risk arises primarily on fluctuations in the exchange rate of the CAD$ relative to the US$ and the AUD$.

As at February 28, 2026, the Company had monetary assets of US$121,439 or $165,666 (August 31, 2025

- US$1,663 or $2,285) at the CAD$ equivalent and monetary liabilities of US$624,242 or $851,591 (August 31, 2025 - US$521,489 or $716,630) at the CAD$ equivalent. The Company's sensitivity analysis suggests that a change in the absolute rate of exchange in US$ by 10% will increase or decrease net loss and comprehensive loss by approximately $68,592 (August 31, 2025 - $71,435).

4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued) Market risk (continued)

c) Foreign currency risk (continued)

As at February 28, 2026, the Company had monetary assets of AUD$5,443 or $5,284 (August 31, 2025 -AUD$5,443 or $4,892) at the CAD$ equivalent and monetary liabilities of AUD$23,468 or $22,780 (August 31, 2025 - AUD$23,468 or $21,090) at the CAD$ equivalent. The Company's sensitivity analysis suggests that a change in the absolute rate of exchange in AUD$ by 10% will increase or decrease comprehensive loss by approximately $1,750 (August 31, 2025 - $1,620).

As at February 28, 2026, the Company had monetary liabilities of $272,484 Euros or $439,136 (August 31, 2025 - $272,484 Euros or $437,664) at the CAD$ equivalent. The Company's sensitivity analysis suggests that a change in the absolute rate of exchange in the Euro by 10% will increase or decrease net loss and comprehensive loss by approximately $43,914 (August 31, 2025 - $43,766).

As at February 28, 2026, the Company had monetary liabilities of GBP£77,452 or $142,280 (August 31, 2025 - GBP£77,452 or $143,604) at the CAD$ equivalent. The Company's sensitivity analysis suggests that a change in the absolute rate of exchange in the GBP£ by 10% will increase or decrease net loss and comprehensive loss by approximately $14,228 (August 31, 2024 - $14,360).

As at February 28, 2026, the Company had monetary liabilities of $114,900 Krona or $17,361 (August 31, 2025 - $114,900 Krona or $16,672) at the CAD$ equivalent. The Company's sensitivity analysis suggests that a change in the absolute rate of exchange in the Krona by 10% will increase or decrease net loss and comprehensive loss by approximately $1,736 (August 31, 2025 - $1,667).

The Company has not entered into any foreign currency contracts to mitigate this risk. Foreign currency risk is considered low relative to the overall financial operating plan.

Fair Value

The Company classifies and discloses fair value measurements based on a three-level hierarchy:

  • Level 1 - inputs are unadjusted quoted prices in active markets for identical assets or liabilities;

  • Level 2 - inputs other than quoted prices in Level 1 that are observable for the asset or liability, either directly or indirectly; and

  • Level 3 -inputs for the asset or liability are not based on observable market data.

The Company classified its financial instruments at Level 1 and as follows:

Financial Assets

Loans and Receivables

Financial Liabilities

Fair Value Through

Profit

Measured at Amortized

Cost

Measured at Amortized

Cost

February 28, 2026

Cash

$

195,349

$

-

$

-

Marketable securities

-

-

-

Restricted cash equivalents

$

28,750

$

-

$

-

  1. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

    August 31, 2025

    Cash

    Marketable securities Restricted cash equivalents

    $ 176,501

    -

    $ 28,750

    $

    $

    -

    -

    -

    -

    5. INTANGIBLE ASSETS

    Acquisition of

    Trademark

    Patent

    Acquired

    Nash Pharma(1)

    Application

    Costs(2)

    Application

    Costs(3)

    Franchise Rights(4)

    Total

    Cost

    • $

    • $

    Fair value (continued)

    Balance, August 31, 2024 $ 2,917,653

    $ 23,270

    $ 288,041

    $ -

    $ 3,228,964

    Additions -

    3,307

    61,047

    -

    64,354

    Acquired in asset acquisition -

    (note 4)

    -

    -

    1,108,063

    1,108,063

    Balance, August 31, 2025

    $ 2,917,653

    $ 26,577

    $ 349,088

    $ 1,108,063

    $ 4,401,381

    Additions

    -

    5,220

    52,321

    -

    57,541

    Balance, February 28, 2026

    $ 2,917,653

    $ 31,798

    $ 401,409

    $ 1,108,063

    $ 4,458,924

    Acquired

    Acquisition of

    Nash Pharma(1)

    Trademark Application

    Costs(2)

    Patent Application

    Costs(3)

    Franchise Rights(4)

    Total

    Accumulated Amortization

    Balance, August 31, 2024

    $ -

    $ (5,490)

    $ (46,947)

    $ -

    $ (52,437)

    Amortization

    -

    (2,613)

    (21,645)

    (30,434)

    (54,692)

    Balance, August 31, 2025

    $ -

    $ (8,103)

    $ (68,592)

    $ (30,434)

    $ (107,129)

    Amortization

    -

    (1,496)

    (12,841)

    (55,403)

    (69,740)

    Balance, February 28, 2026

    $ -

    $ (9,598)

    $ (81,433)

    $ (85,837)

    $ (176,869)

    Acquisition of

    Nash Pharma(1)

    Trademark Application

    Costs(2)

    Patent Application

    Costs(3)

    Acquired Franchise Rights(4)

    Total

    Net Book Value

    Balance, August 31, 2025

    $ 2,917,653

    $ 18,474

    $ 280,496

    $1,077,629

    $ 4,294,252

    Balance, February 28, 2026

    $ 2,917,653

    $ 22,199

    $ 319,976

    $1,022,226

    $ 4,282,054

    1. On October 19, 2018, the Company completed the acquisition transaction of Nash Pharma. No amortization was taken on the intangibles acquired as the assets with finite life are not available for use. On an annual basis, the intangibles with finite life are reviewed for impairment. The Company will impair or write-off the intangible assets related to the acquisition of Nash Pharma following the performance of an annual impairment test or an additional impairment test when indicators of impairment exist and the recoverable value is less than the carrying value.

    2. The Company has filed trademark applications for the name "ALGERNON". The Company amortizes trademarks over their estimated useful life of ten years. The Company recorded $1,496 of amortization within general and administrative expenses on the condensed interim consolidated statement of loss and comprehensive loss for the six months ended February 28, 2026 (2025 - $1,269).

  2. INTANGIBLE ASSETS (continued)
    1. The Company has filed new method of use patents for lead compounds for treatment of disease areas including NASH, CKD, and Stroke. In addition to method of use, the applications for the Stroke lead compounds also includes claims for composition of matter as well as formulations, dosages, and devices. The likelihood of the application success is not known. The Company amortizes its patent application costs over their remaining estimated useful life representing the remaining months to expiration of the associated patent. The Company recorded $12,841 of amortization within research and development expenses on the condensed interim consolidated statement of loss and comprehensive loss for the six months ended February 28, 2026 (2025 - $10,275).

    2. On May 22, 2025, the Company completed the acquisition transaction of NIC. Through the acquisition the Company acquired the exclusive master franchise rights NATC for the Canadian market (with the exception of the cities of Oakville and Ottawa, Ontario, which are being developed by NATC), and for Florida, excluding Miami, as well as additional franchise rights for Los Angeles and five more major U.S. cities in other U.S. states. The Company amortizes these franchise rights over their estimated useful life of ten years. The Company recorded $55,403 of amortization within general and administrative expenses on the condensed interim consolidated statement of loss and comprehensive loss for the six months ended February 28, 2026.

  3. SHARE CAPITAL AND RESERVES
Share capital

Authorized

Unlimited number of common shares without par value.

The Company altered it's authorized share structure and Articles, to include an unlimited number of preferred shares, of which an unlimited number of preferred shares were to be designated as Series 1 Preferred Shares. This alteration was approved by the Company's shareholders at the annual and special meeting held on September 19, 2025 resulting in an unlimited number of preferred shares without par value, with an unlimited number of preferred shares designated as Series 1 preferred shares.

Issued and outstanding - common shares

As at February 28, 2026, there were 5,418,237 (August 31, 2025 - 3,425,616 common shares issued and outstanding. Details of common shares are as follows:

During the six-month period ended February 28, 2026:

  • During the six months ended February 28, 2026, the Company announced a non-brokered private placement for gross proceeds of $500,000 (the "Offering") of units (the "Units") at an issue price of $0.70 per Unit. The Company subsequently announced an increase to the size of the Offering to $858,000.

Each Unit will consist of one Class A common share in the capital of the Company ("a "Common Share") and one-half Common Share purchase warrant (a "Common Warrant"). Each full Common Warrant will entitle the holder to acquire one Common Share (a "Common Warrant Share") at an exercise price of $1.50 (the "Exercise Price") per Common Warrant Share for a period of twelve months from the issuance date (the "Issuance Date"), after which on the first anniversary of the Issuance Date (the "First Anniversary"), the Exercise Price will increase to $2.50 per Common Warrant Share for a period of twelve months from the First Anniversary, and on the second anniversary of the Issuance Date (the "Second Anniversary"), the Exercise Price will increase to $5.00 per Common Warrant Share for a period of thirty-six months from the Second Anniversary.

6. SHARE CAPITAL AND RESERVES (continued) Share capital (continued)

Issued and outstanding - common shares (continued)

The Common Warrants are subject to an acceleration of their Exercise Price if prior to the First Anniversary, the Common Shares trade on the CSE at a price of $2.00 or greater for a period of twenty consecutive trading days. Following thirty days written notice to the Common Warrant holders, the Exercise Price will increase to $2.50 per Common Warrant Share until the date of the Second Anniversary, and on the Second Anniversary, the Exercise Price will increase to $5.00 per Common Warrant Share for a period of thirty-six months from the Second Anniversary per the original terms of the Common Warrants.

On November 14, 2025, the Company closed the first tranche (the "First Tranche") of the Offering for gross proceeds of $177,000 from the sale of 252,875 Units, on November 28, 2025, the Company closed the second tranche (the "Second Tranche") of the Offering for gross proceeds of $210,000 from the sale of 300,000 Units, on December 23, 2025, the Company closed the third tranche (the "Third Tranche") of the Offering for gross proceeds of $352,500 from the sale of 503,553 Units and on December 31, 2025, the Company closed the fourth and final tranche (the "Fourth Tranche") of the Offering for gross proceeds of

$117,501 from the sale of 167,859 Units. Following the Fourth Tranche, the financing was closed for a total of $857,001 from the sale of 1,224,287 Units from the closing of tranches of the Offering between November 14, 2025 and December 31, 2025.

The total fair value of the Common Warrants associated with the Units of the Offering was $75,958.

The Company did not pay any cash finder's fees or issue any finder's warrants pertaining to the Offering.

During the six months ended February 28, 2026, 768,334 preferred shares were converted into 768,334 common shares. The 768,334 common shares were issued from treasury and the 768,334 preferred shares were cancelled.

During the six-month period ended February 28, 2025:

  • There were 40 common shares issued during the three months ended November 30, 2024 following the exercise of 40 warrants at $5.20 per warrant.

    Issued and outstanding - preferred shares

    As at November 30, 2025, there were 950,000 (August 31, 2025 - nil) Series 1 preferred shares issued and outstanding. Details of preferred shares are as follows:

    During the six-month period ended February 28, 2026:

  • An alteration to the Company's authorized share structure and Articles, to include an unlimited number of preferred shares, of which an unlimited number of preferred shares were to be designated as Series 1 Preferred Shares was approved by the Company's shareholders at the annual and special meeting held on September 19, 2025.

6. SHARE CAPITAL AND RESERVES (continued) Share capital (continued)

Issued and outstanding - preferred shares (continued)

The Series 1 Preferred Shares include a ten percent annual dividend payable in Common Shares or preferred shares at the discretion of the Company's Board of Directors and each Series 1 Preferred Shares and were convertible into, without payment of any consideration and without further action on the part of the holder thereof, ten Class A Common Shares of the Company. Following the share consolidation completed on April 21, 2026, the balance of preferred shares outstanding remains the same, however they now are convertible into common shares on a one for one basis. The Series 1 Preferred Shares are voting shares and carry one vote each.

On November 5, 2025, the Company converted 1,268,334 subscription receipts into 1,268,334 Series 1 preferred shares (the "Series 1 Preferred Shares") and 634,167 Series 1 Preferred Share warrants (the "Preferred Warrants") pertaining to a private placement of subscription receipts that closed on July 24, 2025. The Company also issued 28,000 finders warrants to purchase Series 1 Preferred Shares to eligible finders in connection with the private placement of the subscription receipts. Additionally, 450,000 Preferred Shares and 450,000 Preferred Warrants were issued pertaining to the acquisition of NIC completed on May 22, 2025. The issuance of these shares fully satisfied the securities to be issued recorded on the statement of changes in shareholders' equity as at August 31, 2025.

During the six months ended February 28, 2026, 768,334 preferred shares were cancelled following their conversion into 768,334 common shares.

During the six-month period ended February 28, 2025:

  • There were no preferred shares issued or cancelled during the six months ended February 28, 2025.

Stock options

Stock options to purchase common shares have been granted to directors, employees, contractors and consultants at exercise prices determined by reference to the market value on the date of the grant. The number of shares available for options to be granted under the Company's rolling stock option plan is 10% of the number of shares outstanding (the "Plan"). Options granted under the Plan vest immediately or over a period of time at the discretion of the Board of Directors.

Under the Plan, the number of shares reserved for issuance to any one optionee will not exceed 5% of the then issued and outstanding shares and the number of shares reserved for issuance to consultants will not exceed 2% of the then issued and outstanding shares. The options are non-assignable and non-transferable and will be exercisable up to 10 years from the date of grant. The minimum exercise price of an option granted under the Plan must not be less than the discounted market price, as such term is defined in the policies of the Canadian Securities Exchange ("CSE") and other applicable regulatory authorities.

Effective July 10, 2024, by way of director's resolution, the Company has limited its total stock options and restricted share units ("RSUs") to a combined 10% of the issued and outstanding common shares of the Company. Previously each plan allowed for the issuance of 10% of the issued and outstanding common shares of the Company.

  1. SHARE CAPITAL AND RESERVES (continued) Stock options (continued)

    The changes in stock options outstanding are as follows:

    Number of

    Stock Options

    Weighted Average

    Exercise Price

    Balance at August 31, 2024

    78,500

    $ 21.20

    Granted

    105,000

    $ 0.90

    Expired, cancelled or forfeited

    (77,700)

    $ (21.30)

    Balance outstanding at August 31, 2025

    105,800

    $ 1.00

    Balance outstanding at February 28, 2026

    105,800

    $ 1.00

    Balance vested at February 28, 2026

    105,800

    $ 1.00

    As at February 28, 2026, the Company had the following stock options outstanding and exercisable:

    Date of Grant

    Date of Expiry

    Number

    Outstanding

    Exercise Price

    Remaining Life

    in Years

    January 1, 2022

    January 1, 2027

    800

    $ 10.30

    0.84

    March 6, 2025

    March 6, 2030

    100,000

    $ 0.90

    4.01

    April 7, 2025

    April 7, 2030

    5,000

    $ 0.90

    4.10

    Total outstanding

    105,800

    $ 1.00

    3.99

    Total exercisable

    105,800

    $ 1.00

    3.99

    AGN Neuro adopted a Stock Option Plan (the "AGN Neuro Plan") on December 20, 2022. Under the AGN Neuro Plan, shares of AGN Neuro are authorized for issuance to employees, officers, directors, consultants and Grey Matters employees in an amount up to 10% of the issued and outstanding common shares of AGN Neuro. As at February 28, 2026, no stock options have been granted under the AGN Neuro Plan.

    Restricted Share Units

    Effective July 23, 2020, the Company has a 10% rolling restricted share unit plan which allows the Company to grant restricted share units ("RSUs") to directors, officers, employees, and consultants of the Company, to a maximum of the number of shares equal to 10% of the shares issued and outstanding from time to time.

    Effective July 10, 2024, by way of director's resolution, the Company has limited its total stock options and restricted share units ("RSUs") to a combined 10% of the issued and outstanding common shares of the Company. Previously each plan allowed for the issuance of 10% of the issued and outstanding common shares of the Company.

    1. SHARE CAPITAL AND RESERVES (continued) Restricted Share Units (continued)

      The changes in restricted share units outstanding are as follows:

      Number Outstanding

      Balance at August 31, 2024

      42,500

      Granted

      145,500

      Settled

      (145,500)

      Expired, cancelled or forfeited

      (12,500)

      Balance at August 31, 2024

      30,000

      Balance at August 31, 2025

      30,000

      Balance at February 28, 2026

      30,000

      Balance vested at February 28, 2026

      30,000

      Share-based payments
      1. Stock options
        • No stock options were granted during the six months ended February 28, 2026 and 2024.

        • There were no stock options exercised or that had expired during the six months ended February 28, 2026.

        • During the six months ended February 28, 2025, 40 warrants, with exercise prices of $5,20 were exercised.

        • During the six months ended February 28, 2026, no stock options were forfeited or cancelled.

        • During the six months ended February 28, 2025, a total of 76,600 incentive stock options, 10,000 with exercise prices of $25.00, 7,600 with exercise prices of $72.50, 800 with exercise prices of $87.50, 27,400 with exercise prices of $10.30 and 30,800 with exercise prices of $13.50, were forfeited and cancelled.

        • There was $455 of share-based payments recognized for previously granted, unvested stock options during the six months ended February 28, 2026 (2025 - $nil).

      2. Restricted Share Units
    • No RSUs were granted or settled during the six months ended February 28, 2026 or 2025.

    • No RSUs were forfeited during the six months ended February 28, 2026.

    • During the six months ended February 28, 2025, a total of 12,500 RSUs were forfeited.

    • There were no share-based payments recognized for previously granted, unvested RSUs in the six months ended February 28, 2026, or 2025.

Overall, during the six months ended February 28, 2026, the Company recorded $455 of share-based payment expense (2025 - $nil).

6. SHARE CAPITAL AND RESERVES (continued) Common share purchase warrants

The changes in common share purchase warrants outstanding are as follows:

Number of Common Warrants

Weighted Average Exercise Price

Balance at August 31, 2024

1,764,657

$ 6.40

Issued

550,000

$ 1.50

Exercised

(40)

$ (5.20)

Expired

(115,540)

$ (2.80)

Balance at August 31, 2025

2,199,077

$ 4.20

Issued

612,144

$ 1.50

Expired

(848,630)

$ (3.80)

Balance at February 28, 2026

1,962,591

$ 2.90

Balance exercisable at February 28, 2026

1,962,591

$ 2.90

As at February 28, 2026, the Company had the following common share purchase warrants outstanding:

Date of Expiry

Exercise Price

Number of Common Warrants

Weighted Average Remaining Life

in Years

August 1, 2026

$ 2.40

340,000

0.42

August 19, 2026

$ 2.40

196,000

0.47

July 4, 2027 (1)

$ 9.38

114,887

1.35

August 22, 2027

$ 10.63

149,560

1.48

May 22, 2030 (2)

$ 1.50

550,000

4.23

November 14, 2030 (2)

$ 1.50

126,429

4.71

November 28, 2030 (2)

$ 1.50

150,000

4.75

December 23, 2030 (2)

$ 1.50

251,786

4.82

December 31, 2030 (2)

$ 1.50

83,929

4.84

Total

$ 2.90

1,962,591

2.99

(1) The terms of the warrants issued on July 4, 2022 pursuant to the July 2022 Offering were amended as a result of anti-dilution provisions contained in those warrants. The July 2022 Offering consisted of one common share and one warrant. Upon issuance, the warrants were exercisable at a price of $11.80 per warrant and included anti-dilution provisions in the case of a "dilutive issuance to reduce the exercise price of the warrants and increase the number of shares issuable thereunder, if common shares are sold or issued for consideration per share less than the warrant exercise price, subject to certain exceptions."

On August 22, 2022, the Company closed the August 2022 Offering at a price of $9.40 per unit. The August 2022 Offering resulted in a dilutive issuance and the exercise price of the warrants issued in the July 2022 Offering was reduced to $9.40 per share and the number of shares issuable under each warrant was increased such that the aggregate exercise price payable after taking into account the decrease in the exercise price shall be equal to the aggregate exercise price prior to the adjustment. The remaining 114,887 warrants are now exercisable at a price of $9.40 per common share for approximately 1,549,704 common shares, subject to the rounding down of each warrant exercise.

6. SHARE CAPITAL AND RESERVES (continued) Common share purchase warrants (continued)

(2) The Company issued warrants to purchase common shares for a period of five years. Each warrant entitles the holder thereof to purchase one common share at an exercise price of $1.50 per common share until the first anniversary of the warrant's issuance. After the first anniversary, the exercise price will increase to $2.50 per common share until the second anniversary of the warrant's issuance. After the second anniversary, the exercise price will increase to $5.00 per common share for the remaining 36 months. If, prior to the first anniversary, the common shares trade on the CSE at a price of $2.00 or greater for a period of twenty consecutive trading days, and following 30 days written notice to the warrant holders, the exercise price will increase to $2.50 per common share until the date of the second anniversary, and on the second anniversary, the exercise price will increase to $5.00 per common share for a period of 36 months from the second anniversary.

Preferred share purchase warrants

The changes in preferred share purchase warrants outstanding are as follows:

Number of Preferred Warrants

Weighted Average Exercise Price

Balance at August 31, 2025

Issued

-1,084,167

$ -

$ 15.00

Balance at February 28, 2026

1,084,167

$ 15.00

Balance exercisable at February 28, 2026

1,084,167

$ 15.00

As at February 28, 2026, the Company had the following common share purchase warrants outstanding:

Date of Expiry

Exercise Price

Number of Preferred Warrants

Weighted Average Remaining Life

in Years

May 22, 2030 (1)

$ 15.00

450,000

4.23

June 30, 2030 (1)

$ 15.00

517,500

4.33

July 24, 2030 (1)

$ 15.00

116,667

4.40

Total

$ 15.00

1,084,167

4.30

(1) The Company issued warrants to purchase preferred shares for a period of five years. Each warrant entitles the holder thereof to purchase one preferred share at an exercise price of $15.00 per preferred share until the first anniversary of the warrant's issuance. After the first anniversary, the exercise price will increase to $25.00 per preferred share until the second anniversary of the warrant's issuance. After the second anniversary, the exercise price will increase to $50.00 per preferred share for the remaining 36 months. If, prior to the first anniversary, the common shares trade on the CSE at a price of $20.00 or greater for a period of twenty consecutive trading days, and following 30 days written notice to the warrant holders, the exercise price will increase to $25.00 per preferred share until the date of the second anniversary, and on the second anniversary, the exercise price will increase to $50.00 per preferred share for a period of 36 months from the second anniversary.

6. SHARE CAPITAL AND RESERVES (continued) Common agent warrant units

The changes in common agent warrants outstanding are as follows:

Number of Common Warrants

Weighted Average Exercise Price

Balance at August 31, 2024

49,527

$ 4.30

Expired

(16,517)

$ (2.50)

Balance at August 31, 2025

33,010

$ 5.30

Expired

(12,000)

$ (2.00)

Balance at February 28, 2026

21,010

$ 7.10

Balance exercisable at February 28, 2026

21,010

$ 7.10

As at February 28, 2026, the Company had the following common agent warrants outstanding:

Date of Expiry

Exercise Price

Number of Common Agent Warrant

Weighted Average Remaining Life

in Years

August 1, 2026

$ 2.40

4,480

0.42

August 19, 2026

$ 2.40

4,000

0.47

July 4, 2027

$ 10.30

4,338

1.35

August 22, 2027

$ 10.30

8,192

1.48

Total

$ 7.10

21,010

1.03

Preferred agent warrant units

The changes in preferred agent warrants outstanding are as follows:

Number of Preferred Warrants

Weighted Average Exercise Price

Balance at August 31, 2025

-

$ -

Issued

28,000

$ 15.00

Balance at February 28, 2026

28,000

$ 15.00

Balance exercisable at February 28, 2026

28,000

$ 15.00

As at February 28, 2026, the Company had the following preferred agent warrants outstanding:

Date of Expiry Exercise Price

Number of Preferred Agent Warrant

Weighted Average Remaining Life

in Years

June 30, 2030 (1) $ 15.00 28,000 4.33

Total $ 15.00 28,000 4.33

  1. SHARE CAPITAL AND RESERVES (continued) Preferred agent warrant units (continued)

    (1) The Company issued agent warrants to purchase preferred shares for a period of five years. Each warrant entitles the holder thereof to purchase one preferred share at an exercise price of $15.00 per preferred share until the first anniversary of the warrant's issuance. After the first anniversary, the exercise price will increase to $25.00 per preferred share until the second anniversary of the warrant's issuance. After the second anniversary, the exercise price will increase to $50.00 per preferred share for the remaining 36 months. If, prior to the first anniversary, the common shares trade on the CSE at a price of $2.00 or greater for a period of twenty consecutive trading days, and following 30 days written notice to the warrant holders, the exercise price will increase to $25.00 per preferred share until the date of the second anniversary, and on the second anniversary, the exercise price will increase to $50.00 per preferred share for a period of 36 months from the second anniversary.

  2. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

    Key management personnel are considered to be those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management includes senior officers and directors of the Company.

    Related party transactions to key management personnel are as follows:

    Six months ended February 28

    2026

    2025

    Short-term benefits (1)

    $ 273,310

    $ 273,421

    Consulting fees - other (2)

    1,500

    1,500

    $ 274,810

    $ 274,921

    (1) Salaries paid to officers and directors fees to independent directors:

    • $110,000 (February 28, 2025 - $110,000) to Chief Executive Officer;

    • $60,000 (February 28, 2025 - $60,000) to Chief Financial Officer;

    • $65,000 (February 28, 2025 - $65,000) to the Vice President Research and Operations

    • $12,000 (February 28, 2025 - $12,000) to Chairman and independent director;

    • $9,000 (February 28, 2025 - $9,000) to an independent director;

    • $9,000 (February 28, 2025 - $9,000) to an independent director;

    • $8,311 (February 28, 2025 - $8,421) to an independent director.

    (2) For the six months ended February 28, 2026, $1,500 (2025 - $1,500) was paid to a partnership where the Chairman and independent director was a partner for corporate secretarial services.

    Accounts payable and accrued liabilities include the following amounts due to related parties that are unsecured, non-interest bearing and due on demand.

    As at

    February 28, 2026

    August 31, 2025

    Key management personnel - directors fee

    $ 109,154

    $ 71,263

    Key management personnel - salaries and consulting fees

    99,063

    61,071

    Total

    $ 208,218

    $ 132,334

  3. RISK AND CAPITAL MANAGEMENT

    The Company manages its capital structure and makes adjustments to it based on the funds available to the Company in order to support future business opportunities. The Company defines its capital as shareholders' equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to manage its capital to be able to sustain the future development of the Company's business. The Company currently has no source of revenues, and therefore, is dependent upon external financings to fund activities. In order to carry future projects and pay administrative costs, the Company will spend its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the six months ended February 28, 2026. The Company is not subject to externally imposed capital requirements.

  4. SEGMENTED DISCLOSURES

Prior to May 22, 2025, the Company was a Canadian clinical stage pharmaceutical development company that operated in two geographical segments: drug development in Canada, and the facilitation of the Company's lead drug candidates into clinical trials in Australia and one reportable operating segment: drug development (the "Drug Development Segment").

Through the acquisition of NIC completed on May 22, 2025 (note 4), the Company has entered into a new reportable operating segment, the AD diagnostic and treatment market (the "AD Segment"). During the six months ended February 28, 2026, the Company incurred $539,545 of expenses pertaining to the AD Segment.

Segment and geographical information of the Company's long-term assets as at February 28, 2026 are allocated as follows:

Drug Development

Segment

AD Segment

Total

Intangible assets

$ 3,259,829

$ 1,022,226

$

4,282,055

$ 3,259,829

$ 1,022,226

$

4,282,055

Canada

Australia

Total

Intangible assets

$ 4,282,055

$ -

$

4,282,055

$ 4,282,055

$ -

$

4,282,055

Segment and geographical information of the Company's long-term assets as at August 31, 2025 are allocated as follows:

Drug Development

Segment

AD Segment

Total

Intangible assets $ 3,216,623

$ 1,077,629

$ 4,294,252

$ 3,216,623

$ 1,077,629

$ 4,294,252

9. SEGMENTED DISCLOSURES (continued)

Canada

Australia

Total

Intangible assets

$ 4,294,252

$ -

$ 4,294,252

$ 4,294,252

$ -

$ 4,294,252

10. SUBSEQUENT EVENTS

Subsequent to February 28, 2026:

On March 19, 2026, the Company signed a five-year lease with a renewal option for an additional five-years for the location of the location of its inaugural brain Positron Emission Tomography scanning clinic at the HCA Florida University Medical Office Building in Davie, Florida, located on the campus of the HCA Florida University Hospital.