Financial Report (FS 09302025 Final)

‌OCEANIC I find

Energy Inc.

To the Shareholders of

The preparation and presentation of the Company's consolidated financial statements as at September 30, 2025 and 2024 is the responsibility of management. The financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and where appropriate include managements best estimates and judgments.

Management is responsible for installing and maintaining a system of internal controls to provide reasonable assurances that the Company's assets are safeguarded, transactions are authorized and financial information is reliable.

Independent auditors are appointed by the Company's shareholders to give an opinion on the financial statements based upon their scope of examination as outlined in their Auditor's Report.

The Board of Directors is responsible for ensuring management fulfills its responsibilities for financial reporting and internal control. The Board exercises this responsibility with the assistance of the Audit Committee. The Audit Committee meets with management and the independent auditors to satisfy itself that management's responsibilities are properly discharged, to review the consolidated financial statements and recommend that the financial statements be presented to the Board of Directors for approval.

Signed: "Wilbur J. Lang"

Wilbur J. Lang - Chief Financial Officer

Suite 720 - 999 West Bro adw Oy Street, Vancouver B C, Can a do VSM KB Tele ah one: 60^.631.4483 | +ax 604.685. ^21 S | https://www.oceanicwind.ca

‌INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Oceanic Wind Energy Inc.

We have audited the accompanying consolidated financial statements of Oceanic Wind Energy Inc. (the "Company"), which comprise the consolidated statements of financial position as at September 30, 2025 and 2024, and the consolidated statements of income and comprehensive income, changes in equity (deficiency), and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

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

We draw attention to Note 2 of the consolidated financial statements, which indicates that the Company has recurring operating losses, negative cash flow from operations, and as of September 30, 2025 has a working capital of $466,956 and equity of

$799,194, which includes an accumulated deficit of $51,053,701. As stated in Note 2, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matter to be communicated in our auditor's report.

Accounting for the Sale of Naikun Wind Development Inc.

As described in Note 1 and 7 of the consolidated financial statements, during the year ended September 30, 2025, the Company completed the sale of Naikun Wind Development Inc. ("Naikun") (the "Transaction") and concurrently recognized minority ownership in NP B.C. Offshore Limited Partnership ("LP").

The principal considerations for our determination that the Transaction is a key audit matter is that there was judgment made by management in determining the related fair value of consideration received and recognition of the minority interest and capital adjustments. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of the completeness and accuracy of the Transaction.

Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:

• Examining and evaluating the contractual terms identified in the agreements associated with the Transaction.

• Evaluating the fair value of consideration received on the sale of Naikun.

• Assessing the accuracy of the recognition of the minority interest (non-controlling interest) in LP, including capital adjustments for contributions from LP partners.

  Other Information

  Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

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

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

  We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

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

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

  Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

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

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

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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

The engagement partner on the audit resulting in this independent auditor's report is Michael MacLaren.

Vancouver, Canada Chartered Professional Accountants

January 23, 2026

The accompanying notes are an integral part of these consolidated financial statements Approved by the Board of Directors and authorized for issue on January 23, 2026.

Director: "Dave Rehn" Director: "Michael O'Connor"

Consolidated Statements of Income and Comprehensive Income For the years ended September 30, 2025 and 2024

in Canadian Dollars

September 30, September 30,

2025 2024

Expenses

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

‌OCEANIC WIND ENERGY INC.

Consolidated Statements of Changes in Equity (Deficiency)

For the years ended September 30, 2025 and 2024 in Canadian Dollars

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

Consolidated Statements of Cash Flows

For the years ended September 30, 2025 and 2024 in Canadian Dollars

September 30, September 30,

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

1. ‌Corporate Information

   Oceanic Wind Energy Inc. ("Oceanic" or the "Company"), is incorporated under the Business Corporations Act (British Columbia) and is listed on the TSX Venture Exchange-NEX (TSXV-NEX : NKW.H). The Company's registered office is at Suite 720 - 999 West Broadway Street, Vancouver, BC, V5Z 1K5. The Company's primary business is the development of renewable energy projects. The Company has been developing an offshore wind project on the north coast of British Columbia in Hecate Strait. As the Company has been in the development phase, it has not generated any revenue from the sale of wind energy.

   During the year ended September 30, 2020, the Company signed and formally closed a definitive agreement related to the sale of the development rights in its offshore wind project in Hecate Strait to Northland Power Inc. ("Northland") (the "Agreement"). Pursuant to the terms of the Agreement, the Company sold 100% of its interest in its wholly owned subsidiary NaiKun Wind Development Inc. ("Devco") which held the certain intellectual information and property, permits, a deposit with Natural Resources Canada ("NRCan") with respect to certain asset retirement obligations, an asset retirement obligation associated with fully depreciated Metmast wind-monitoring equipment, and Canadian tax losses.

   Under terms in the Agreement between Oceanic and Northland, the control and ownership of the Hecate Strait project were returned to Oceanic in fiscal 2024. The agreements for this return, between Oceanic and two of Northland Power wholly owned subsidiaries, closed on November 13, 2023, and reinstates Oceanic's interest in the project as further disclosed in note 5.

   On October 1, 2024, the Company closed on a sale of it's wholly owned subsidiary Devco to Elemental Energy Inc. ("Elemental"). The $1,500,000 proceeds of this sale will be received in three instalments being $550,000 on October 1, 2024;

   $475,000 on October 1, 2025; and $475,000 on October 1, 2026. In addition, Elemental funded $50,000 of the Company's advisory costs (legal and accounting) related to this transaction. Devco holds a minority interest in NP B.C. Offshore Limited Partnership ("LP"), the entity that is continuing the development of the project. The Company owns 100% of NP B.C. Offshore Wind GP Inc. ("GP") and is the major limited partner in LP. Following the October 1, 2024 closing of the share purchase agreement, both the Company and Devco each contributed $100,000 into LP and as further capital is required by LP, Devco and the Company will contribute matching amounts up to an additional $150,000 each, pursuant to the terms of the LP agreement. The second instalment of $475,000 and the October 1, 2025 capital call of $150,000 were received on September 29, 2025.

2. Basis of presentation and going concern

   1. Going concern

      These consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to realize, in the foreseeable future, its assets and discharge its liabilities in the normal course of business as they come due. The Company has recurring operating losses, negative cash flow from operations, and as of September 30, 2025 has working capital of $466,956 and equity of $799,194 which includes an accumulated deficit of $51,053,701 (2024 - $52,132,043). The Company also expects to incur losses in future years until it secures a relationship with a major offshore wind company to progress the wind project.

      The Company's ability to continue as a going concern is dependent on its ability to obtain additional financing in order to meet its planned business objectives. The Company will need to raise additional funds through grants, strategic collaborations, public or private equity, debt financing, or other funding sources. Additional funding will be required and may not be available on acceptable terms, or at all, and may be dilutive to shareholder interests. If the Company is unable to generate positive cash flows or obtain adequate financing, the Company would need to curtail operations. These factors indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. If the going concern assumption is not appropriate for these consolidated financial statements, adjustments affecting the carrying values of assets, liabilities, reported net losses and statement of financial position classifications may be required and such adjustments could be material.

   2. Statement of compliance

      These financial statement have been prepared in accordance with IFRS Accounting Standards ("IFRS") and were authorized for issue by the Board of Directors on January 23, 2026.

   3. Use of estimates and judgments

      The preparation of the consolidated financial statements, in conformity with IFRS, requires management to make judgements, estimates, and assumptions that affect the application of accounting policies, the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which estimates are revised and in any future period affected.

      Areas requiring the use of management estimates relate to the amount of the determination of share compensation expense associated with stock options and valuation of warrants. A discussion of these estimates is provided in the relevant accounting policy notes and in note 4. Management estimates are required to calculate the reclamation provisions as discussed in note 5 and determining the fair value of note receivable as discussed in note 7. Significant judgment is applied in the determination of the Company's ability to continue as a going concern as discussed in note 2(a). Management assesses its ability to continue as a going concern taking into account its forecast cash requirements, its budgeted non-discretionary expenditures, its available cash, and expected sources of financing.

   4. Principles of consolidation

      These consolidated financial statements include the accounts of the Company and its directly wholly-owned and partially owned subsidiaries. Control exists when the company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affect its returns. Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

      For partially owned subsidiaries, non-controlling interest represents the portion of a subsidiary's earning and losses and net assets that is not held by the Company. Adjustments to non-controlling interest are accounted for as transactions with owners and adjustments that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.

      Name of Subsidiary

      Percentage of

      Ownership Principal Activity

      NP B.C. Offshore Wind GP Inc. 100% General Partner of LP NP B.C. Offshore Wind Limited Partnership 67% Development Company

3. Material accounting policy information

   The accounting policies set out below have been applied consistently to all periods presented in these financial statements and have been applied consistently by Oceanic.

   1. Foreign currency translation

      The presentation and functional currency of the Company and its subsidiaries is the Canadian dollar. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on dates of transactions. Foreign exchange gains and losses resulting from the settlements of such transactions are recognized in the income statement. At each financial reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the statement of financial position. Non-monetary assets and liabilities are translated using the historical rate on the date that the fair value was determined.

   2. Cash

      Cash includes short term investments that are readily convertible into cash with original maturities of three months or less.

   3. Income taxes

      Tax expense comprises current and deferred tax. Tax expense is recognized in income except to the extent it relates to items recognized in other comprehensive income or directly in equity.

      Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period.

      Deferred tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the statement of financial position. Deferred tax is calculated using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period, and which are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

      Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized. Deferred tax assets are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

   4. Interest income

      Interest earned on the Company's cash and cash equivalent balances is recorded as investment income on an accrual basis.

   5. Loss per share

      Basic loss per share is calculated using the weighted average number of common shares outstanding during the year. If the Company reports positive earnings, diluted earnings per share would be calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares.

   6. Share based payments

      Compensation expense for stock options granted to employees or consultants is measured at fair value, using the Black-Scholes valuation model, factoring in amounts that are believed to approximate the volatility of the trading price of the Company's stock, the expected lives of the stock options, the fair value of the Company's stock and the risk-free interest rate. The estimated fair values of stock-based compensation are charged to expense over the vesting period with offsetting amounts recognized as contributed surplus. The value assigned to stock options shown on the consolidated statement of financial position as contributed surplus is subsequently reduced if the options are exercised, and the amount so reduced is then credited to share capital. Any values assigned to stock options that have expired remain in contributed surplus.

   7. Financial instruments

      Under IFRS 9 Financial Instruments, financial assets and liabilities are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows.

      Recognition, classification and measurement

      All financial assets are initially recorded at fair value and subsequently classified as measured at amortized cost, fair value through other comprehensive income (FVOCI), or fair value through profit and loss (FVTPL).

      A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL.

      • the asset is held within a business model whose objective is to hold the asset to collect contractual cash flows; and

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

        A debt security is measured at FVOCI only if it meets both of the following conditions and is not designated as FVTPL:

      • the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

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

        On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in fair value in other comprehensive income. This election is made on an investment-by-investment basis. All other financial assets are classified as measured at FVTPL.

        All financial liabilities are initially recorded at fair value and subsequently classified as measured at amortized cost or FVTPL. On initial recognition, the Company may irrevocably designate a financial liability at FVTPL when doing so results in more relevant information, because either:

      • the designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets of liabilities or recognizing the gains and losses on them on different bases; or

      • a group of financial liabilities or financial assets and financial liabilities is managed with its performance evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to key management personnel.

      For financial assets classified as measured at FVTPL or designated at FVTPL, changes in fair value are recognized in profit or loss. For financial assets classified as measured at FVOCI or an irrevocable election has been made, changes in fair value are recognized in other comprehensive income or loss. For financial assets and other financial liabilities measured at amortized cost, interest income and interest expense is calculated using the effective interest method and is recognized in profit or loss.

      Equity Instruments

      Equity instruments issued by the Company are recorded at the proceeds received net of direct issuance costs. If an equity instrument is comprised of a common share and a share purchase warrant, the gross proceeds are allocated between share capital for the common share component, and contributed surplus, for the warrant component, on a relative fair value basis where the value of the warrants is estimated using a Black-Scholes valuation model.

      Fair value measurements

      The fair value of financial instruments that are measured subsequent to initial recognition at their fair value, is measured within a 'fair value hierarchy' which has the following levels:

      1. Level 1: quoted price (unadjusted) in active markets for identical assets or liabilities

      2. Level 2: valuation techniques using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.: as prices) or indirectly (i.e.: derived from prices)

      3. Level 3: valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs)

   8. Reclamation provisions:

      The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the rehabilitation of exploration and evaluation assets which those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for rehabilitation obligations is recognized at its fair value in the period in which it is incurred if a reasonable estimate of cost can be made. The Company records the present value of estimated future cash flows associated with rehabilitations as a liability when the liability is incurred and increases the carrying value of related assets for that amount. Subsequently, these capitalized rehabilitation costs are amortized over the life of the related assets. At the end of each period, the liability is increased to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying any initial estimates (additional rehabilitation costs).

      The Company recognizes its environmental liability on a site-by-site basis when it can be reliably estimated. Environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible are charged to profit or loss.

   9. Impairment of financial assets:

      Credit-impaired financial assets

      At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit impaired. A financial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

      Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amounts of the assets.

      Financial instruments and contract assets

      The Company recognizes loss allowances for expected credit losses (ECL) on:

      • financial assets measured at amortized costs; and

      • contracted assets

        The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:

      • debt securities that are determined to have low credit risk at the reporting date; and

      • other debt securities and bank balances for which the credit risk has not increased significantly since initial recognition.

      Loss allowances for trade receivables are measured at an amount equal to lifetime ECLs. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. ECLs are probability-weighted estimate of credit losses, and credit losses are measured as the present value of cash shortfalls from a financial asset.

      The Company determines whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating lifetime ECLs, by considering reasonably available quantitative and qualitative information based on the Company's credit risk experience, forward looking information, and other reasonable estimates.

   10. Government grants:

       Under IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, the Company classifies forgivable loans from the government as a government grant when there is a reasonable assurance that the Company will meet the terms for forgiveness on the loan. If this threshold is not met, the Company classifies forgivable loans as other liabilities, measured initially at fair value in accordance with IFRS 9. The Company recognizes forgivable government loans classified as liabilities in profit or loss during the period in which the loan is forgiven. The benefit of a government loan at below-market rate of interest is treated as a government grant. The difference between the present value of future cash flows of the loan discounted at the market interest rate and the loan proceeds received is recognized in profit or loss on the same basis that the related interest expense is recognized on the liability.

   11. New standards adopted during the year:

       IAS 1 - Presentation of Financial Statements: IAS 1 provide a more general approach to the classification of liabilities based on the contractual agreement in place at the reporting date. These amendments are effective for reporting periods beginning on January 1, 2024, but did not have a material impact on the Company.

   12. New standards issued but not yet effective:

   IFRS 18 - Presentation and Disclosure in Financial Statements - is effective for reporting periods on or after January 1, 2027. It introduces several new requirements that are expected to impact the presentation and disclosure of most, if not all, entities. The Company is in the process of assessing the impact on the financial statements of the new standard.

4. Share Capital

   1. Authorized Capital

      Authorized: Unlimited common shares of no par value

      On November 24, 2023 the Company received proceeds from the exercise of outstanding warrants. A total of 3,300,000 warrants were exercised at a price of $0.07 resulting in proceeds of $231,000. The remaining 1,700,840 warrants expired on November 25, 2023, unexercised.

   2. Stock Options

      The Company has an incentive stock option plan ("Option Plan") whereby the Company may grant stock options to its directors, officers, employees, and consultants at an exercise price to be determined by the board of directors, provided the exercise price is not lower than the market value at time of issue. The Option Plan provides for the issuance of up to 10% of the issued and outstanding share capital, and having a maximum term of ten years. The board of directors has the exclusive power over the granting of options. Options will vest at the discretion of the directors. Compensation costs attributable to share options granted to employees, directors or consultants are measured at fair value at the grant date, using the Black-Scholes formula, and expensed with a corresponding increase to contributed surplus over the vesting period. The Company recognized share based compensation expense of $60,900 (2024 - $nil), included in the compensation account.

      Stock option transactions are summarized as follows:

      	Options Outstanding and Exercisable		Weighted Average Exercise Price
      Balance, September 30, 2024 and 2023	5,739,474	$	0.106
      Granted	1,750,000	$	0.070
      Balance, September 30, 2025	7,489,474	$	0.097

      As at September 30, 2025, the Company had the following outstanding stock options:

      Issue date	Options outstanding	Exercise price	Expiry date
      December 5, 2017	689,474	$0.095	November 1, 2027
      January 24, 2019	400,000	$0.10	January 24, 2029
      October 1, 2020	1,400,000	$0.145	September 30, 2030
      October 25, 2021	1,500,000	$0.14	October 24, 2031
      October 27, 2022	1,750,000	$0.05	October 26, 2032
      August 22, 2025	1,750,000	$0.07	August 21, 2035

      At September 30, 2025 6,614,474 of the outstanding stock options were fully exercisable. The inputs used in the measurement of the fair values at grant date were as follows.

      2025

      Directors/Officers 1,750,000

      stock options

      Fair value at grant date	$0.058
      Share price at grant date	$0.070
      Exercise price	$0.070
      Expected volatility (weighted-average)	80%
      Expected life in years	10
      Risk-free interest rate	3.45%

   3. Warrants

   As of September 30, 2025 the Company has the following common share purchase warrants outstanding totalling $nil (2024 - $nil):

   Issue date Warrants

   outstanding

   Exercise price Expiry date

   Balance, September 30, 2023 5,000,840 $0.07

   Exercised November 24, 2023 (3,300,000) $0.07

   Expired November 25, 2023 (1,700,840) $0.07

   Balance, September 30, 2025 and 2024 - -

   November 25, 2023

5. Hecate Strait Project

   In accordance with the November 13, 2023 agreement, as described in note 1, Oceanic received Devco, NP B.C. Offshore GP Inc. ("GP"), and NP B.C. Offshore Limited Partnership ("LP"), the entity that is furthering the development of the project. The Company is the general partner and major limited partner in LP.

   The Company has recorded a reclamation provision in regards to its wind measuring equipment ("Metmast") installed in Hecate Strait. The Company did an analysis of the methodology of removing this equipment and received an estimate of the related costs from a marine contractor. On the date of acquisition the Company applied an inflation rate of 2% and a discount rate of 4.22% to these costs and a discount period of three years. Based on this analysis the provision was estimated to be

   $400,759. The Company remains obligated to remove such equipment at a future date. Related to this obligation, the Company has a deposit with Natural Resources Canada in the amount of $360,000. For the fiscal year ended September 30, 2025, the Company recorded accretion expense of $11,846 (2024 - $14,869) and a change of estimate of $4,535 (2024 -

   $11,905). The September 30, 2025 estimate of the reclamation provision was $443,914 (2024 - $427,533).

   The acquisition was treated as an acquisition of assets as Devco, GP, and LP did not meet the definition of a business under IFRS 3. The value of the assets and liabilities acquired was based on the relative fair value.

   Cash paid	$1
   Total purchases price	$1
   Net assets acquired: Deposit - Natural Resources Canada	$360,000
   Reclamation provision	(400,759)
   Total Net assets acquired	($40,759)

   The allocation of the consideration to the estimated fair value of assets and liabilities is as follows: Purchase price:

   The differential between the net assets and purchase price of $40,760 has been expensed as a transaction cost.

6. Income Tax Expense

   1. A reconciliation of income taxes at statutory rates to actual income taxes is as follow:

      September 30, September 30,

      2025 2024

      Income (loss) before income taxes $ 900,206 $ 604,058 Statutory rate 27.00% 27.00%

      Expected income tax cost (benefit) 243,056 163,096

      Reconciliation of effective tax rate:

      Change in statutory, foreign tax, foreign exchange rates and other (10,917) 6,129

      Permanent differences (356,995) 19,656

      Deferred tax asset not recognized on acquisition - (108,205) Change in unrecognized deductible temporary differences 124,856 (80,676)

      Income tax expense $ - $ -

   2. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

      	September 30,	September 30,
      	2025	2024
      Non-capital losses, allowable capital losses and resource deductions	$ 20,753,211	$ 20,306,220
      Other deductible temporary differences	545,420	531,278
      	$ 21,298,631	$ 20,837,498

   3. As at September 30, 2025, the Company has non-capital losses carried forward for Canadian tax purposes totaling approximately $11,640,000 (2024 - $11,193,000) for which $nil (2024 - $nil) have been recognized as deferred tax assets. The Company recognizes the benefit of tax losses only to the extent of anticipated future taxable income in relevant jurisdictions. The gross amount of tax losses carried forward expire as follows:

   Expiry date	$
   2027	259,000
   2029	1,582,000
   2030	3,558,000
   2031	2,027,000
   2032	571,000
   2033	492,000
   2034	506,000
   2035	475,000
   2037	130,000
   2039	393,000
   2040	300,000
   2041	87,000
   2042	250,000
   2043	244,000
   2044	233,000
   2045	533,000

   $ 11,640,000

7. Non-controlling interest

   On October 1, 2024, the Company closed on a sale of it's wholly owned subsidiary Devco to Elemental Energy Inc. ("Elemental"). The $1,500,000 proceeds of this sale will be received in three instalments being $550,000 on October 1, 2024;

   $475,000 on October 1, 2025; and $475,000 on October 1, 2026. Devco holds a minority interest in NP B.C. Offshore Limited Partnership ("LP"), the entity that is continuing the development of the project. The Company is the general partner and major limited partner in LP. Following the October 1, 2024 closing of the share purchase agreement, both the Company and Devco each contributed $100,000 into LP and as further capital is required by LP, Devco and the Company will contribute matching amounts up to an additional $150,000 each, pursuant to the terms of the LP agreement. Upon execution of a power purchase agreement in respect to the project, the general partner will cause LP to pay Oceanic a development fee based on megawatts of capacity, to a maximum amount of $80 million.

   The gain on this sale was recorded at the present value of the payment stream at a discount rate of 15% and accretion income is recognized over the period of the note receivable.

   In January 2025 Elemental amalgamated Devco with Right Coast Wind Corp ("Right Coast"). Accordingly, Right Coast is now the minority limited partner.

   	Oceanic	Right Coast	Total
   LP Class A units
   September 30, 2024 balance	100,000	100	100,100
   October 1, 2024 issuance	100,000	100,000	200,000
   September 30, 2025 balance, units	200,000	100,100	300,100
   	67%	33%
   LP loss attribution for year ending 09/30/2025	$214,922	$107,568	$322,490

   As at September 30, 2025, the equity attributable to the 33.36% non-controlling interest in LP is as follows:

   September 30, 2024	-
   33.36% interest acquired	29,436
   Share of loss	(107,568)
   September 30, 2025	(78,132)

   As at September 30, 2025, the summarized financial information about LP is as follows:

   Current assets	195,309
   Non-current assets	360,000
   Current liabilities	(190,981)
   Non-current liabilities	(593,815)
   	(229,487)

8. Related Party Transactions

   Key management compensation to the Chief Executive Officer ("CEO"), Chief Financial Officer, and the Board of Directors for the years ended September 30, 2025 and 2024 are as follows:

   	2025	2024
   Wages and benefits	$146,363	$142,524
   Reverse accrual for contingent wages	-	(1,000,000)
   Share-based compensation	60,900	-
   	$207,263	($857,476)
   Rent expense paid for use of home offices	$ 10,200	$ 10,200

   As at September 30, 2025, accounts payable to related parties was $4,054 (2024 - $15,720).

   Pursuant to a management agreement dated June 15, 2010, as amended January 1, 2016 and September 1, 2020, all of which were consolidated into a single contract dated September 15, 2025 (the "Management Agreement"), the Company agreed to pay Mr. Michael O'Connor, CEO a fee of $8,000 per month, such amount being based on working 800 hours per annum. The agreement provides that Mr. O'Connor shall receive a "Success Bonus" (as defined below) of either (a)

   $2,000,000 in the event a Success Event (as defined in Note 10) occurs and the sale or disposition of all or substantially all of the assets exceed $30,000,000; or (b) $1,000,000 in the event a Success Event occurs and the sale or disposition of all or substantially all of the asset are less than $30,000,000. At the election of Mr. O'Connor, the Success Bonus may be paid either in cash or common shares of the Company, provided that, if the Company has insufficient available cash resources to pay in cash, the Success Bonus will be paid in shares. The Company would need to obtain regulatory approval to the issuance of any common shares in lieu of cash.

   The agreement also provides that if the Company is voluntarily, involuntarily wound-up or dissolved prior to the occurrence of a success event, then the Company will, to the extent it has the cash resources following payments to secured creditors (if any) pay Mr. O'Connor $1,000,000 prior to payment of any other unsecured creditors and prior to any distribution of the assets of the Company to its shareholders, provided that Mr. O'Connor acknowledges and agrees that under no circumstances will any shareholder, director or officer of the Company, or any other person, have any obligation to make any investment in or contribution to the Company to fund any payment to Mr. O'Connor. The agreement also provides that the Company may terminate the contract (i) at any time for cause, without notice or pay in lieu of notice and (ii) on 3 months written notice. Mr. O'Connor can terminate the contact: (i) at any time for good reason; or (ii) on 3 months written notice to the Company without good reason; or (iii) at any time within 6 months of a Change of Control. Upon termination, Mr. O'Connor shall be paid his accrued and unpaid salary up to the date of termination and accrued and unused vacation time as of such termination. Given the contingent nature of these provisions in the agreement, the Company has not made an accrual and a prior accrual of $1,000,000 was reversed in the year ended September 30, 2024.

9. Short Term Loan

   In May 2024 the Company received financing by way of shareholder loans from the Company's directors. This short term arrangement had a term of less than one year and interest to be paid at 5% per annum. As at September 30, 2024 the balance of shareholder loans was $125,000 and interest expense has been expensed and accrued in the amount of $2,195. On October 4, 2024 these amounts were paid in full plus an additional $69 in earned interest.

10. Contingent Liabilities

    To preserve cash the Company entered into agreements with several consultants to defer all or a portion of their retainer, fees, or compensation, the payment of which is triggered by a future Success Event. "Success Event" is defined as the point in time at which an agreement has been announced to undertake the first phase of the project, to develop the project(s) on some deferred timeframe, or to sell all or part of the Company assets. The agreement to proceed, to develop, or to sell assets may be undertaken by an arms-length third party acceptable to the board of Oceanic that may or may not be partially owned by Oceanic. In order for the deferred retainers and fees to become payable, the Success Event must provide Oceanic shareholders with a significant increase in share value and further, this event must provide Oceanic with sufficient liquidity to pay the outstanding amounts due. The accumulated amounts have not been accrued due to the uncertainty of the occurrence of a future Success Event. As at September 30, 2025, the remaining unpaid, unaccrued balance of these deferred retainer and fee amounts for consultants is $672,375 (2024 - $672,375).

11. Financial Risk Management and Fair Values

    The Company's exposure to risk on its financial instruments arises primarily from its cash, accounts receivable, deposit, accounts payable, accrued liabilities, and its short term loan. The Company's intent is to minimize and manage these risks through the following:

    Interest Rate Risk

    Currency Rate Risk

    Credit Risk

    Liquidity Risk

    The Company maintains an investment policy where all cash deposits and short term investments must be convertible to cash within three months. Given the Company's cash balance, the Company's exposure to interest rate risk is not significant.

    Most of the Company's expenditures are currently in Canadian dollars and to minimize currency rate risk, it maintains its cash and cash equivalents in Canadian dollar denominated accounts. Therefore, the Company's exposure to currency risk is not significant.

    The Company's credit risk arises from its cash, accounts receivable, note receivable and deposit. The carrying amount of these assets represents the Company's maximum exposure to credit risk. The Company manages its credit risk by restricting its deposits to Government of Canada treasury notes or short term instruments guaranteed by a Canadian chartered bank. The Company has not incurred any credit losses during the years ended September 30, 2025 and 2024.

    The Company manages liquidity risk by continually monitoring actual and projected cash flows. All of the Company's accounts payable and accrued liabilities, and deferred compensation payable are potentially due within 1 year (see Note 2(a)).

    The following table shows the carrying values of financial instrument assets and liabilities classified by measurement category at September 30, 2025 and 2024.

    	September 30,	September 30,
    	2025	2024
    Financial assets
    Amortized cost: Cash	$ 677,985	$ 13,448
    Accounts receivable	9,570	54,130
    Sale contract receivable	416,152	-
    Deposit	360,000	360,000
    	$ 1,463,707	$ 427,578

    Accounts payable and accrued liabilities	$ 72,072	$ 138,435
    Advance capital contribution	150,000	-
    Short term loans (note 8)	-	125,000
    	$ 222,072	$ 263,435

    Financial liabilities Amortized cost:

    The fair value of the Company's cash, accounts receivable, deposit, accounts payable and accrued liabilities, advance capital contribution, and short term loans, approximate their carrying amounts due to the short-term maturities and/or ability for prompt liquidation of these instruments. Sale contract receivable has been discounted at a market rate of interest.

12. Capital Management

    The Company's capital management objectives are to safeguard its assets and maintain investor, creditor and market confidence in order to sustain ongoing development activities in the wind energy sector. The Company's capital management objectives have not changed from September 30, 2024. The Company includes all equity (deficiency) balances as capital.

    The Company currently has no debt obligation and is not subject to externally imposed capital restrictions. To complete its planned business objectives, the Company intends to raise additional capital when necessary by issuing additional equity and/or borrowing funds.

13. Subsequent Events

The GP issued an October 1, 2025 call for capital contributions on Oceanic and Right Coast for each to contribute $150,000 to LP for funding. The Right Coast payment was deposited on September 29, 2025 and credited to advance capital contribution; the Oceanic payment was made October 1, 2025. On October 1, 2025 150,000 class A units were issued to both Oceanic and Right Coast in acknowledgement of the contributions received.