Financial statements
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Optimi Health Corp. Condensed interim consolidated financial statements Nine Month Period Ended June 30, 2026 (Expressed in Canadian Dollars) Unaudited
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1 Optimi Health Corp. Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars) Note June 30, September 30, 2026 2025 $ $ ASSETS Current Cash and cash equivalents 3 13,073,333 1,145,065 Accounts receivable 49,472 95,054 Inventory 4 293,052 310,388 Prepaids and advances 5 551,352 275,720 Total current assets 13,967,209 1,826,227 Deposits 17,548 17,548 Deferred financing costs - 807,936 Plant and equipment 6 11,724,202 12,380,190 Right-of-use assets 7 152,205 180,744 Total assets 25,861,164 15,212,645 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Accounts payable and accrued liabilities 8 1,411,900 1,390,980 Due to related parties 13 1,584,178 524,326 Deferred revenue 9 82,505 207,759 Current portion of lease liabilities 7, 13 30,347 26,045 Current portion of loans payable 10, 13 1,979,000 2,884,500 Convertible debentures 11, 13 3,000,000 3,450,000 Total current liabilities 8,087,930 8,483,610 Lease liability 7, 13 135,195 158,374 Total liabilities 8,223,125 8,641,984 Shareholders’ equity Share capital 12 47,593,324 31,691,943 Reserves 12 1,404,716 2,120,398 Accumulated deficit (31,360,001) (27,241,680) Total shareholders’ equity 17,638,039 6,570,661 Total liabilities and shareholders’ equity 25,861,164 15,212,645 Approved and authorized by the Board on August 14, 2026 "Jason Mosberian" Director 0B"John James Wilson" Director The accompanying notes are an integral part of these condensed interim consolidated financial statements
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2 Optimi Health Corp. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) Note 9 – month Period Ended June 30, 2026 9 – month Period Ended June 30, 2025 3 – month period ended June 30, 2026 3 – month period ended June 30, 2025 $ $ $ $ Revenue 239,700 490,330 140,200 196,389 Cost of sales 4 (83,613) (94,227) (73,577) (14,456) Gross margin 156,087 396,103 66,623 181,933 Expenses Advertising, promotion and public relations 34,531 41,148 24,496 1,729 Amortization and depreciation 6, 7 721,386 679,622 229,859 226,601 Bank charges and interest 7,10,11 787,245 329,192 271,680 109,744 Consulting 13 940,620 614,887 403,093 198,383 Consumables, supplies and overhead 154,488 149,736 59,523 17,572 Insurance 271,917 - 146,627 - Investor relations 1,166,558 136,430 708,042 38,036 Office, rent and administration 137,973 97,305 45,487 18,348 Professional fees 82,505 309,977 48,372 171,871 Research and development 204,801 203,498 117,507 1,500 Share-based compensation 12, 13 151,454 45,940 37,823 1,120 Shipping 55,981 62,189 41,043 16,765 Transfer agent and filing fees 197,827 115,184 83,785 40,450 Travel and accommodation 54,983 26,305 32,425 7,408 Wages and benefits 753,267 858,934 223,236 239,931 (5,715,536) (3,670,347) (2,472,998) (1,089,458) Interest and other income 3 7,358 7,629 1,945 207 Debt forgiveness 13 - 903,951 - - Loss and comprehensive loss for the period (5,552,091) (2,362,664) (2,404,430) (907,318) Loss per share Basic and diluted $(1.55) $(0.74) $(0.56) (0.28) Weighted average number of common shares outstanding Basic and diluted 3,577,147 3,192,117 4,296,801 3,221,272 The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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3 Optimi Health Corp. Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) 9-month Period Ended June 30, 2026 9-month Peri od Ended June 30, 2025 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the yearperiod (5,552,091) (2,362,664) Add back non-cash items Amortization and depreciation 721,386 679,622 Share-based compensation 151,454 45,940 Loan accretion 94,500 - Lease interest 19,823 134,500 Debt forgiveness - 1,472 (903,951) Changes in non-cash working capital items Accounts Receivable 45,582 130,626 Inventory 17,336 235,881 Deferred revenue (125,254) 59,698 Prepaids and advances (275,632) 175,610 Due to related party 1,059,852 507,421 Accounts payable and accrued liabilities 20,920 307,231 Cash used in operating activities (3,822,124) (1,249,866) CASH FLOWS FROM INVESTING ACTIVITIES Plant and equipment expenditures (36,859) (15,551) Cash used in investing activities (36,859) (15,551) CASH FLOWS FROM FINANCING ACTIVITIES Shares issued for public offering 20,700,000 - Share issue costs (3,874,049) - Repayment of loans payable (1,000,000) Shares issued for private placement - 395,000 Subscriptions received in advance - 908,000 Payment of lease obligations (38,700) (31,500) Deferred financing costs - (21,210) Cash provided by financing activities 15,787,251 1,250,290 Change in cash and cash equivalents during the period 11,928,268 (15,127) Cash and cash equivalents, beginning of period 1,145,065 103,660 Cash and cash equivalents, end of period 13,073,333 88,533 SUPPLEMENTAL INFORMATION Plant and equipment costs included in accounts payable $14,381 $82,631 Deferred financing costs reclassified to share-issue costs $807,936 - Shares issued for settlement of debt 450,000 $98,502 Transfer from reserves to deficit on cancellation of options $1,433,770 $34,429 Transfer from reserves to share capital on exercise of RSRs $40,238 - Deferred financing costs included in accounts payable - $407,771 The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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4 Optimi Health Corp. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Expressed in Canadian Dollars) Common Shares Share Capital Reserves Accumulated Deficit Total Equity $ $ $ $ Balance, October 1, 2024 3,155,446 31,158,441 2,028,102 (23,610,831) 9,575,712 Shares issued for private placement 43,889 395,000 - - 395,000 Shares issued for settlement of debt 15,272 98,502 98,502 Transfer from reserves to deficit on cancellation of options - - (34,429) 34,429 - Share-based compensation 6,667 40,000 5,940 - 45,940 Loss and comprehensive loss for the period - - - (2,362,664) (2,362,664) Balance, June 30, 2025 3,221,274 31,691,943 1,999,613 (25,939,066) 7,752,490 Balance, October 1, 2025 3,221,274 31,691,943 2,120,398 (27,241,680) 6,570,661 Rounding partial shares – share consolidation (32) - - - - Shares issued for public offering 2,400,000 20,700,000 - - 20,700,000 Share-issue costs - (5,288,857) 606,872 - (4,681,985) Shares issued on conversion of RSRs 4,625 40,238 (40,238) - - Shares issued on conversion of convertible debt 100,000 450,000 - - 450,000 Transfer from reserves to deficit on cancellation of options - - (1,433,770) 1,433,770 - Share-based compensation - - 151,454 - 151,454 Loss and comprehensive loss for the period - - - (5,552,091) (5,552,091) Balance, June 30, 2026 5,725,867 47,593,324 1,404,716 (31,360,001) 17,638,039 The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 5 1. Nature of Operations and Going Concern Optimi Health Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on May 27, 2020, under the name 1251417 B.C. Ltd. The Company changed its name from 1251417 B.C. Ltd. to Optimi Health Corp. on August 17, 2020. The Company is licensed by Health Canada to produce and supply natural GMP-grade psilocybin, psilocin, and other psychedelic substances, some being synthetically formulated, as well as functional mushrooms that focus on domestic and international health and wellness markets. Built with the purpose of producing scalable psychedelic and functional mushroom products for transformational human experiences, the Company's products are grown at its two facilities comprising a total of 20,000 square feet in Princeton, British Columbia. Focused on being a compassionate supplier of safe drug and nutraceutical products, the Company works with consumers, health food distributors, and drug developers and patients regulated by Health Canada. On May 19, 2026, the Company executed a 1 for 30 reverse stock split (the “Reverse Stock Split”) of all outstanding common shares, warrants, stock options, RSRs, and convertible debentures. All references to share and per-share information, warrants, stock options, RSRs, and convertible debentures in these financial statements have been adjusted to reflect the effects of the Reverse Stock Split. No fractional shares were issued, and all fractional balances were rounded. The registered and records office is located at 2054 Dowad Drive, Squamish, British Columbia, Canada, V8B 0Y8. Management has assessed the Company’s ability to continue as a going concern and has concluded that the Company has sufficient cash resources and expected cash flows to continue its operations and meet its obligations as they become due for at least the next twelve months from the date of these financial statements. These condensed interim 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 for the foreseeable future. 2. Basis of Presentation a) Statement of compliance These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") and the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"s). They do not include all disclosures required by IFRS Accounting Standards ("IFRS") for annual financial statements, and, therefore, should be read in conjunction with the Company’s audited consolidated financial statements for the year ended September 30, 2025, prepared in accordance with IFRS as issued by the IASB. Material accounting policies not included in the audited consolidated financial statements for the year ended September 30, 2025 are described below. These condensed interim consolidated financial statements were authorized by the Audit Committee and Board of Directors of the Company (the “Board”) on August 14, 2026. b) Basis of presentation These condensed Interim consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair value. These condensed Interim consolidated financial statements are presented in Canadian dollars, which is the Company and its subsidiaries’ functional currency. c) Basis of consolidation These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries’ with intercompany balances and transactions eliminated on consolidation. Subsidiaries are those entities over which the Company has the power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. As of June 30, 2026, the Company has 100% ownership interest in Optimi Labs Inc. and Optimi Nutraceuticals Corp.
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 6 d) Significant accounting judgments and estimates The preparation of condensed interim consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and the reported revenues and expenses during the period. Actual results may differ from these estimates. Significant estimates and judgments are evaluations and assumptions about the future and other sources of estimation uncertainty that management has made, which could result in a material adjustment to the carrying amounts of assets and liabilities. Significant estimates and judgments used in the preparation of these condensed interim consolidated financial statements include, but are not limited to, the following: Going concern The assessment of whether the concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. Provisions and contingencies The amount recognized as a provision, including legal, contractual, constructive, and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available. Impairment of Plant and equipment Management considers both external and internal sources of information in determining if there are any indications that the Company’s Plant and equipment is impaired. Management considers the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its plant. Management considers the manner in which the Plant and equipment is being used or is expected to be used an indication of economic performance of the assets. Valuation of inventory Inventories are valued at the lower cost and net realizable value except for biological inventory which includes a fair value component. Purchased inventory is accounted for using the weighted average purchase cost of the components that comprise finished goods inventory. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs to sell. Valuation of share-based payments The Company uses the Black-Scholes option pricing model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. The Company estimates volatility based on the Company’s historical share prices, excluding specific time frames in which volatility was affected by specific transactions that are not considered to be indicative of the entities’ expected share price volatility.
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 7 Inventory In calculating final inventory values, management is required to determine an estimate of spoiled or expired inventory and compare the inventory cost versus net realizable value. The cost and fair value of biological assets are capitalized to the extent that their cost and fair value will be recoverable. Estimated useful lives of Plant and equipment Depreciation of Plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment. 3. Cash and Cash Equivalents Cash and cash equivalents consist of the following: Maturity Classification June 30, 2026 $ September 30, 2025 $ Cash N/A Cash 13,068,333 1,140,065 Term deposit – prime – 2% Demand Cash equivalent 5,000 5,000 13,073,333 1,145,065 During the period ended June 30, 2026, the Company earned $7,358 (June 30, 2025 - $7,629) in interest income. 4. Inventory Inventory consists of the Company’s finished goods functional mushroom nutraceutical products, drug products, harvested mushrooms and raw materials. June 30, 2026 $ September 30, 2025 $ Finished goods drug products 37,776 47,812 Mushroom biomass 242,576 262,576 Raw materials 12,700 - 293,052 310,388 As at June 30, 2026, the Company holds 156kg (September 30, 2025 - 156kg) in harvested mushroom biomass. Cost of sales consists of the following: June 30, 2026 $ June 30, 2025 $ Finished goods drug products 83,613 24,318 Finished goods nutraceutical products - 65,741 Other - 4,168 83,613 94,227
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 8 5. Prepaids and Advances Prepaids and advances consist of the following: June 30, 2026 $ September 30, 2025 $ Prepaid consulting fees - 17,708 Prepaid insurance - 83,875 Prepaid inventory deposit 126,000 - Prepaid investor relation fees 452,352 148,291 Prepaid licensing fees - 13,415 Prepaid transfer agent and filing fees - 12,431 551,352 275,720 6. Plant and equipment The Company’s two cultivation and processing facilities located in Princeton, British Columbia (the “Princeton Facilities”). The Princeton Facilities were considered substantially complete on June 27, 2022 and depreciation commenced on the plant. Equipment $ Plant $ Total $ Cost September 30, 2025 1,769,878 13,370,246 15,140,124 Additions 36,859 - 36,859 June 30, 2026 1,806,737 13,370,246 15,176,983 Accumulated depreciation September 30, 2025 1,021,389 1,738,545 2,759,934 Additions 292,840 400,007 692,847 June 30, 2026 1,314,229 2,138,552 3,452,781 Net book value September 30, 2025 748,489 11,631,701 12,380,190 June 30, 2026 492,508 11,231,694 11,724,202 7. Right-of-Use Assets and Lease Liabilities The Company has a lease agreement with BC Green Pharmaceuticals Inc. (“BC Green”), a company related by a common director and common officers, whereby the Company has leased industrial land from BC Green on which to build its Princeton Facilities (Note 13). During the year ended September 30, 2025, the Company renewed its lease with BC Green for a period of five years with a lease payment of $4,300 per month. The continuity of the ROU assets and lease liability are as follows: ROU asset Total $ ROU asset as at September 30, 2024 22,017 Additions 190,257 Amortization (31,530) ROU asset as at September 30, 2025 180,744 Amortization (28,539) ROU asset as at June 30, 2026 152,205
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 9 Lease liability Total $ Lease liability as at September 30, 2024 32,781 Additions 190,257 Lease payments (47,176) Lease interest 8,557 Lease liability as at September 30, 2025 184,419 Lease payments (38,700) Lease interest 19,823 Lease liability as at June 30, 2026 165,542 June 30, 2026 $ September 30, 2025 $ Current portion 30,347 26,045 Long-term 135,195 158,374 165,542 184,419 8. Accounts payable and accrued liabilities Accounts payable and accrued liabilities are composed of the following: June 30, 2026 $ September 30, 2025 $ Accounts payable 1,344,400 1,185,684 Accrued liabilities 67,500 205,296 1,411,900 1,390,980 9. Deferred Revenue Deferred revenue relates to deposits received in advance of fulfilling certain supply agreements. Deferred revenue $ Deferred revenue as at September 30, 2024 116,391 Deposits received 236,878 Revenue fulfilled (145,510) Deferred revenue as at September 30, 2025 207,759 Deposits received 120,000 Revenue fulfilled (245,254) Deferred revenue as at June 30, 2026 82,505
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 10 10. Loans payable The Company owes $2,000,000 loans payable with an interest rate of 7.5% secured against the assets of the Company. During the period ended June 30, 2026, the Company repaid $1,000,000 in loans, recorded $281,643 (2025 - $168,750) in interest expense of which $322,050 (2025 - $168,750) was accrued interest payable recorded in accounts payable and accrued liabilities, and recorded loan accretion of $94,500 (2025 - $134,500) in relation to these loans. Subsequent to June 30, 2026, the Company repaid an additional $1,000,000 in loans (Note 18). Loans $ Loans as at September 30, 2024 2,718,500 Loan accretion 166,000 Loans as at September 30, 2025 2,884,500 Loan repayment (1,000,000) Loan accretion 94,500 Loans as at June 30, 2026 1,979,000 Classified as current 1,979,000 Classified as long-term - The maturity dates of these loans are as follows: Maturity date $ August 4, 2026 1,000,000 August 31, 2026 1,000,000 2,000,000 11. Convertible debentures During the year ended September 30, 2025, the Company received $3,450,000 in cash proceeds through the issuance of convertible debentures bearing an interest rate of 15% per annum, maturing July 24, 2026. The convertible debt was issued to two corporations controlled by directors of the Company (Note 13). The principal amount of the debt is convertible into common shares of the Company at a conversion price of $4.50 per share. The Company determined that the fair value of the liability component was equal to the face value of the debt, and that the equity portion of the convertible debt was valued at $nil using the residual value method. During the period ended June 30, 2026, the Company settled $450,000 in convertible debt through issuance of 100,000 common shares (Note 12). During the period ended June 30, 2026, the Company accrued interest of $387,062 (2025 - $nil) which is recorded as due to related party at June 30, 2026. 12. Share Capital a) Authorized Unlimited number of common shares without par value. b) Issued and outstanding The total issued and outstanding share capital as at June 30, 2026 consisted of 5,725,867 common shares without par value. During the period ended June 30, 2026, the Company: • Issued 4,625 common shares valued at $40,238 on exercise of restricted share rights (“RSRs”). • Issued 2,400,000 common shares in relation to an underwritten public offering to list its common shares on the Nasdaq Capital Market. for gross proceeds of $20,700,000 (USD$15,000,000), before deducting underwriting discounts and offering expenses. In connection with the offering, the Company issued 96,000 warrants to the underwriter exercisable into a common share at $10.35 (USD$7.5) per warrant. • Issued 100,000 common shares on settlement of $450,000 in convertible debt (Note 11).
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 11 During the period ended June 30, 2025, the Company: • Issued 43,889 units pursuant to a private placement for gross proceeds of $395,000. Each Unit is comprised of one common share in the capital of the Company and one-half of one transferable Common Share purchase warrant (”Warrant”). Each Warrant entitles the holder to acquire one Common Share at $12.00 for two years from the date of issuance, subject to an accelerated expiry provision, whereby in the event the closing price of the Company’s Common Shares on the Canadian Securities Exchange exceeds $15.00 for a period of 20 consecutive trading days, at the Company’s election, the period within which the Warrants are exercisable, will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Company provides notice, any outstanding Warrants not exercised during the 30 day period will expire. • Issued 15,272 common shares valued at $98,502 for settlement of debt. • Issued 6,667 common shares valued at $40,000 for consulting services recorded as share-based compensation. c) Warrants During the period ended June 30, 2026, the Company issued 96,000 warrants valued at $606,872 recorded as share-issue costs in relation to the underwritten public offering. The weighted average inputs to the Black-Scholes pricing model for the options issued above were as follows: stock price – $8.63, exercise price – $10.35, expected life – 5 years, volatility – 100%, and discount rate – 3.14%. Warrant transactions are summarized as follows: Number of warrants Weighted average exercise price Balance, September 30, 2024 106,610 $12.28 Issued 35,278 $10.30 Balance, September 30, 2025 141,888 $11.79 Issued 96,000 $10.35 Expired (66,666) $12.00 Balance, June 30, 2026 171,222 $10.90 The following is a summary of warrants as at June 30, 2026: Expiry date Exercise price Number of warrants Weighted average remaining contractual life (years) August 4, 2026 (1) $15.00 3,333 0.10 August 29, 2026 $15.00 3,333 0.16 November 1, 2026 $15.00 3,333 0.34 August 15, 2026 $12.00 29,945 0.13 January 24, 2027 $12.00 21,945 0.57 July 17, 2027 $7.50 13,333 1.05 May 21, 2031 $10.35 96,000 4.89 $10.90 171,222 2.93 (1) 3,333 warrants expired subsequent to the period ended June 30, 2026 (Note 18). d) Equity incentive plan The Company has an equity incentive plan (“EIP”) under which the Board may, from time to time in its discretion, grant stock options, RSRs or deferred share units of the Company to its directors, officers, employees, consultants, and advisors. The aggregate number of common shares that may be subject to issuance under the EIP, together with any other securities-based compensation arrangements of the Company, shall not exceed 15% of the Company’s issued and outstanding share capital. Stock options The EIP authorizes the Board to grant options to eligible directors and employees (including officers). The number of options, the exercise price per option, the vesting period, and any other terms and conditions of options granted from time
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 12 to time pursuant to the EIP, are determined by the Board at the time of the grant, subject to the defined parameters of the EIP. Unless otherwise determined by the Board, stock options will have a term of five years and 25% of the options granted will vest immediately, and 25% will vest each six-month period thereafter. During the period ended June 30, 2026, the Company granted 28,333 stock options with an exercise price of $15.00 per option and a term of 5 years. These options vest 25% on the grant date and 25% every year thereafter. The weighted average inputs to the Black-Scholes pricing model for the options issued above were as follows: stock price – $8.70, exercise price – $15.00, expected life – 5 years, volatility – 100%, and discount rate – 2.95%. During the period ended June 30, 2025, the Company granted no stock options. During the period ended June 30, 2026, the Company recorded $77,672 (2025 - $1,120) in share-based compensation expense due to the vesting of options. Options transactions are summarized as follows: Number of options Weighted average exercise price Balance, September 30, 2024 130,500 $39.39 Granted 63,333 $6.56 Forfeited (5,833) $45.00 Balance, September 30, 2025 188,000 $28.16 Granted 28,333 $15.00 Expired (117,668) $40.30 Balance, June 30, 2026 98,665 $9.90 The following is a summary of stock options as at June 30, 2026: Expiry date Exercise price Number of options Options exercisable Weighted average remaining contractual life (years) March 29, 2028 $19.50 333 333 1.75 April 26, 2028 $19.50 3,333 3,333 1.82 November 1, 2028 $19.50 3,333 3,333 2.34 August 20, 2028 $4.95 23,333 23,333 2.14 August 20, 2028 $6.00 20,000 20,000 2.14 August 20, 2028 $9.00 20,000 20,000 2.14 January 15, 2031 $15.00 28,333 7,083 4.55 $9.90 98,665 77,415 2.83 Restricted share rights The EIP authorizes the Board to grant RSRs, in its sole and absolute discretion, to any eligible employee or director. Each RSR provides the recipient with the right to receive common shares of the Company for no additional consideration as compensation for past services or as an incentive for future services. The terms, including the vesting period of the RSRs, are determined at the sole discretion of the Board. During the period ended June 30, 2026, the Company granted 18,500 RSRs to directors, officers, consultants, and advisors valued at $160,950. These RSRs vest as follows: 25% on the grant date and 25% every year thereafter. During the period ended June 30, 2026, the Company recorded $73,782 (June 30, 2025 - $nil) in share-based compensation related to the vesting of these RSRs. During the period ended June 30, 2026, 4,625 (June 30, 2025 – nil) RSRs vested and were converted into common shares.
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 13 13. Key Management Compensation and Related Party Transactions During the period ended June 30, 2026 and 2025, the Company incurred the following amounts charged by officers and directors (being key management personnel) and companies controlled and/or owned by officers and directors of the Company in addition to the related party transactions disclosed elsewhere in these condensed interim consolidated financial statements: June 30, 2026 $ June 30, 2025 $ Consulting fees 431,779 449,234 Share-based compensation 45,742 - 477,521 449,234 The Company has entered into a lease agreement with BC Green, as described in Note 7. As at June 30, 2026, there was $1,584,178 (2025 - $524,326) owing to key management, which is included in due to related parties. The amounts are unsecured, without interest and due on demand. During the period ended March 31, 2025, the Company received debt forgiveness of $903,951 from related parties. During the year ended September 30, 2023, the Company received $1,000,000 in loan proceeds from a company controlled by a director (Note 11). As at June 30, 2026, the Company owed $1,000,000 (September 30, 2025 - $1,000,000) in principal and $322,050 (September 30, 2025 - $131,250) in accrued interest in relation to this loan. During the year ended September 30, 2025, the Company received $3,450,000 in loan proceeds from two companies controlled by directors (Note 11). During the period ended June 30, 2026, the Company settled $450,000 in convertible debt through issuance of 100,000 common shares. As at June 30, 2026, the Company owed $3,000,000 (September 30, 2025 - $3,450,000) in principal and $470,692 (September 30, 2025 $96,175) in accrued interest in relation to this loan recorded in due to related parties. 14. Financial Instruments a) Categories of financial instruments The classification of the financial instruments, as well as their carrying values, is shown below: Fair value The fair value recorded on initial recognition of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data. The Company’s financial instruments consist of cash and cash equivalents, trade receivables, accounts payable and accrued liabilities, due to related parties, lease liabilities and loans payable. The fair values of these financial instruments approximate their carrying values due to the short-term nature of these instruments, with the exception of lease liabilities and loans payable which are measured using Level 2 inputs. b) Management of financial risks The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of these risks. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. Management manages and monitors these exposures to
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 14 ensure appropriate measures are implemented in a timely and effective manner. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Interest rate risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. Interest rate risk is limited to potential decreases in the interest rate offered on cash held with chartered Canadian financial institutions. The Company considers this risk to be limited, as it holds no assets or liabilities subject to variable rates of interest. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and trade receivables. The Company limits exposure by maintaining its cash with major Canadian commercial banks and credit unions. Liquidity risk Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company is reliant upon equity issuances and loans as its main sources of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its ongoing obligations. The Company continuously reviews its actual expenditures, forecasts cash flows and matches the maturity dates of its cash to capital and operating needs. All of the Company’s existing commitments are budgeted and funded as at the date of the condensed interim consolidated financial statements. All financial liabilities have contractual maturities of less than one year and are subject to normal trade terms with the exception of the Company’s lease liabilities, which matures based on the lease agreement, and loans payable, which have terms ranging from one and a half to three years. Currency risk The Company is not exposed to financial risk related to the fluctuation of foreign exchange rates. 15. Capital Disclosure The capital structure of the Company consists of equity attributable to common shareholders comprising share capital, reserves, and deficit. The Company’s objectives when managing capital are to: (i) preserve capital; (ii) obtain the best available net return; and (iii) maintain liquidity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, or acquire or dispose of assets. The Company is not subject to externally imposed capital restrictions. There have been no changes in the Company’s capital management during the period ended June 30, 2026. 16. Segment Reporting For the period ended June 30, 2026, the Company has one reportable operating segment, being that of farming, processing and distribution of raw mushroom biomass, mushroom extracts, manufacturing of drug products, and mushroom supplements. The Company’s non-current assets at June 30, 2026 are all in Canada. 17. Commitments The Company has lease commitments for the Princeton Facilities (Note 7). Cash commitments for minimum lease payments in relation to the facility leases as at June 30, 2026, are payable as follows: $ Within 1 year 53,148 Between 1 year and 5 years 169,211 222,359
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Optimi Health Corp. Notes to the Condensed interim consolidated financial statements Period ended June 30, 2026 (Expressed in Canadian Dollars) 15 18. Events after the Reporting Period Subsequent to June 30, 2026, the Company: • Had 3,333 warrants expire unexercised (Note 12) • Repaid $1,000,000 in loans (Note 10)