11. Share capital

Private Placements - Non-brokered

The Company closed several non-brokered private placements in December 2024 and January 2025. The private placements consisted of units which were comprised of 1 share of common stock and 1 warrant. The warrants vested immediately, have a two-year life, and an exercise price equal to the price of the unit in the private placement. The price of the units of the private placements was $0.80. The Company issued a total of 687,500 shares for total proceeds of $550,000.

The Company closed a non-brokered private placement in May 2025. The private placement consisted of units which were comprised of 1 share of common stock and 1 warrant. The warrants vested immediately, have a two-year life, and an exercise price equal to the price of the unit in the private placement. The price of the units of the private placements was $0.40. The Company issued a total of 3,750,000 shares for total proceeds of $1,500,000.  During the year ended October 31, 2025, in connection with the private placements the Company incurred costs of $31,587.

On October 23, 2025, the Company received board approval, to open a non-brokered private placement of up to $10,000,000, offering shares at a price of $2.30 per share.  On October 28, 2025, the Company closed the first tranche and issued 891,306 shares for total proceeds of $2,050,004.  During this private placement, the Company issued 869,566 shares for total proceeds of $2,000,002, to a company to which a member of the board of directors is related.

On November 12, 2025, the Company closed the second tranche of the non-brokered private placement and issued 87,956 shares for total proceeds of $202,299. The Company incurred $7,000 of offering costs in connection with this non-brokered private placement. During this private placement, the Company issued 10,869 common shares of the Company at $4.00 per share for a total investment of $24,999 to a company to which a member of the board of directors is related

On January 26, 2026, the Company closed the third and final tranche of the non-brokered private placement and issued 352,174 shares for total proceeds of $810,000 to a company to which a member of the board of directors is related

On January 20, 2026, the Company received board approval, to open a non-brokered private placement of up to $5,000,000, offering shares at a price of $4.00 per share.  On March 23, 2026, the Company closed the non-brokered private placement and issued 486,970 shares at a price of $4.00 per share for total proceeds of $1,947,880.  The Company incurred $9,828 of offering costs in connection with this non-brokered private placement.

Private Placements - Brokered

On July 31, 2025, the Company filed with the Securities and Exchange Commission ("SEC") a Regulation Crowdfunding ("Reg CF") to raise up to $5,000,000 at a price of $2.00 per common share of the Company.

On September 2, 2025, the first tranche of the raise was closed with total gross proceeds of $2,726,303, representing a commitment of the Company to issue 1,363,151 common shares.  After associated fees and costs of $278,364, the net amount of $2,447,938 was advanced to the Company.

On September 18, 2025, a second tranche of the raise was closed with total gross proceeds of $1,969,970, representing a commitment of the Company to issue 984,985 common shares.  After associated fees and costs of $200,100, the net amount of $1,769,860 was advanced to the Company.

On October 7, 2025, the third and final tranche of the raise was closed with total gross proceeds of $303,652, representing a commitment of the Company to issue 151,826 common shares.  After associated fees and costs of $31,299, the net amount of $272,353 was advanced to the Company.  With the close of this final tranche, the Company issued a total of 2,499,962 common shares with total gross proceeds equaling $4,999,925 less total issuance costs of $509,773 for a net amount received of $4,490,152.

In connection with these raises the Company also issued 49,999 shares of common stock to the broker with a fair value of $99,998.

The fair value of the warrants issued in the private placements during the six months ended April 30, 2026, and the year ended October 31, 2025, was determined using the following Black-Scholes Pricing model assumptions:

Shares Issued for Services

On May 8, 2025, the Company entered into a service agreement in which it was agreed that the consultant would provide advisory and consultancy services related to the Company's Form C disclosure documents required for a planned Regulation Crowdfunding ("Reg CF") offering, advising the Company on marketing, organizational and financial issues and business development.  The agreement was for a twelve (12) month period from its effective date of May 8, 2025, and includes a one-time cash payment of $75,000 as a retainer to be expensed monthly over the term of the agreement and is included in the consulting expense on the unaudited condensed interim statements of operations.  As of October 31, 2025, a balance of $37,500 remained outstanding and was included in the prepaid expenses on the condensed balance sheets. In addition to performing the defined services, the vendor was to make a one-time purchase of 1,200,000 shares of the Company's common stock at a price of $0.001 per share for gross proceeds of $1,200 which is accounted for as a reduction of the fair value of the shares issued.  The fair value of the shares was determined to be $480,000, which, net of the $1,200, is to be expensed over the term of the agreement. As of October 31, 2025, $247,927 was included in prepaid expenses on the condensed balance sheet.  During the three and six months ended April, 2026, a total of $117,041 and $238,721, respectively, was expensed as consulting fees on the unaudited condensed interim statements of operations and a balance of $9,206 remained in prepaid expense as at April 30, 2026.

On June 27, 2025, the Company granted 150,000 Restricted Share Units ("RSUs") to an advisor, having a fair value of $121,091.  The RSUs vested immediately and were expensed as consulting expense.  The RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than under specific circumstances as defined in the Restricted Share Unit Awards Agreement.

During the six months ended April 30, 2025, Director 1 received 82,500 shares of common stock for a fair value of $66,000 as disclosed in Note 10 - Related Party Transactions.  The stock vested immediately and $66,000 was expensed and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. 

In May 2025, the Company also issued 416,667 shares of common stock to a consultant for a fair value of $166,667, which was expensed over the 24-month term of the agreement. As of October 31, 2025, $126,484 is included in prepaid expenses in the condensed balance sheets. During the three and six months ended April 30, 2026, a total of $20,320 and $41,553 was expensed as consulting fees on the unaudited condensed interim statements of operations and a balance of $84,931 remained in prepaid expense as at April 30, 2026.

In May 2025, the Company also issued 442,514 shares of common stock to employees and a Director of the Company as part of their employment and board of director's agreements with a fair value of $885,028.  The terms of these agreements were indefinite and the shares vested immediately.

On March 17, 2026, the Company issued 19,434 shares at a price of $2.30 per share to a director in settlement of fees owed related to their consulting and director's agreements.  The Company recorded a settlement value of $44,698 for the shares issued.

Shares Issued for Conversion of Payables

During the six months ended April 30, 2025, the Company issued 207,594 shares of common stock with a fair value of $122,898 to settle outstanding payables. These transactions resulted in a gain on conversion of payables of $43,176.

Warrants

Warrants Issued for Services

On January 21, 2025, the Company issued 82,500 warrants to Director 1 for a fair value of $26,686. The warrants vested immediately. During the three and six months ended April 30, 2025, an expense of $26,686 was incurred and was included within management and directors' salaries and fee on the unaudited condensed interim statements of operations.

On June 5, 2025, the Company granted milestone warrants to three Directors.  The milestones were defined as follows:

1. Milestone 1 - One quarter of the warrants granted Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA.  Milestone achieved July 8, 2025.

2. Milestone 2 - Second quarter of the warrants granted shall vest upon the Company listing its shares of common stock in The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America.  Milestone achieved May 21, 2026.

3. Milestone 3 - Third quarter of the warrants granted shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed.

4. Milestone 4 - Fourth and final quarter if the warrants granted shall vest upon the Company submitting a 510(k) application to the FDA.

On July 8, 2025, the first milestone was achieved, and the Company recorded a total expense of $399,111 within management and directors' salaries and fees on the unaudited condensed interim statements of operations during the year ended October 31, 2025.

The expense for the second and third milestones will be recognized on the date the milestone is met.  On May 21, 2026, the second milestone was achieved, see subsequent event note.

For the fourth milestone, the Company assessed a greater than 70% probability that this would occur. As of October 31, 2025, the Company anticipated that this would occur on June 30, 2026. As of April 30, 2026, the Company anticipates that this will now occur on February 28, 2027. The expense for the three and six months ended April 30, 2026, was $45,448 and $92,427, respectively, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. See Note 10 - Related Party Transactions for details.

In May 2025, the Company issued 416,667 warrants with a fair value of $102,912 to a consultant for a 24-month consulting agreement. As of October 31, 2025, $78,100 was reported as a prepaid expense on the condensed balance sheet. During the three and six months ended April 30, 2026, a total of $13,337 and $25,655, respectively, was expensed as consulting fees on the unaudited condensed interim statements of operations and a balance of $52,445 remained in prepaid expense as of April 30, 2026.

On December 23, 2025, a Director of the Company, exercised 500,000 milestone warrants for a total amount of proceeds of $500.  The Company issued 500,000 common shares in connection with the warrant exercise.

The fair value of the warrants issued as compensation during the six months ended April 30, 2026, and the year ended October 31, 2025, was determined using the following Black-Scholes Pricing model assumptions:

The stock price in the model was based on the methodology disclosed in Note 3, the volatility was based on the historical volatility of comparable public companies, and the expected term is determined using the Simplified Method.

Warrants Incentive Program

On October 1, 2025, the Board of Directors approved a Warrant Exercise Incentive Program (the "Incentive Program"), inviting current warrant holders to exercise their warrants early at the existing exercise price and if they choose to do so, they are then entitled to subscribe for a new full warrant for each warrant exercised, with a purchase price of $0.001, a 36-month expiry date and an exercise price of $2.30.  The initial expiry date of the Incentive Program was December 31, 2025, however, on December 15, 2025, the Board agreed to extend the expiry date of the Incentive Program to April 30, 2026.

On February 11, 2026, under the Company Incentive Program, an initial group of warrant holders exercised 563,573 warrants for a total amount of proceeds of $427,928 and purchased 563,573 new warrants at $0.001 for an additional $564 for the new warrants. The fair value of the new warrants was calculated as $692,534.

The fair value of the warrants issued under the incentive program during the six months ended April 30, 2026 was determined using the following Black-Scholes Pricing model assumptions:

The stock price in the model was based on the methodology disclosed in Note 3, the volatility was based on the historical volatility of comparable public companies, and the expected term is determined using the Simplified Method.

A summary of common stock warrant activity during the six months ended April 30, 2026, and the year ended October 31, 2025, is as follows:

As at April 30, 2026, there remained an unrecognized stock-based compensation expense for the unvested warrants of $155,236 excluding milestones 2 and 3.

Options

On June 7, 2025, the Company approved a Stock Incentive Plan (the "Plan") and Stock-Based Compensation Agreement.  The Plan allows for a maximum of 3,000,000 common shares to be granted under the Plan.

Options Issued for Services

On November 1, 2025, a total of 10,000 stock options were granted to an employee with a total fair value of $17,087, the options will vest 12 months from the grant date, the exercise price is $2.30 per share and will expire on November 1, 2030.  For the three and six months ended April 30, 2026, the Company recognized under Management and directors' salaries and fees - related parties on the unaudited condensed interim statements of operations related to the value of the options granted and now vested, $4,273 and $8,545, respectively.

On February 9, 2026, a total of 200,000 stock options were granted, in allotments of 50,000 each, to a consultant and three advisors with a total fair value of $302,000.  Twenty-five percent of the options will vest every three months, the exercise price is $2.30 per share, and the expiration date is February 9, 2031.  For the three and six months ended April 30, 2026, the Company recognized under management and directors' salaries and fees on the unaudited condensed interim statements of operations related to the value of the options granted and now vested, $0 and $66,192, respectively.

The fair value of the stock options during the six months ended April 30, 2026, and the year ended October 31, 2025, was determined using the following weighted average Black-Scholes Option Pricing model assumptions:

The stock price in the model was based on the methodology disclosed in Note 3, the volatility was based on the historical volatility of comparable public companies, and the expected term is determined using the Simplified Method.

A summary of common stock options activity during the six months ended April 30, 2026, and the year ended October 31, 2025, is as follows.

As of April 30, 2026, there remained an unrecognized stock-based compensation expense for the unvested options of $270,760.