Exhibit 99.2

 

 

 

 

 

 

Optimi Health Corp.

 

Condensed interim consolidated financial statements

 

Nine Month Period Ended June 30, 2026

 

(Expressed in Canadian Dollars)

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

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 "John James Wilson" Director

 

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

 

 1 

 

 

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.

 

 2 

 

 

Optimi Health Corp.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
   9-month
Period Ended June 30, 2026
  9-month
Period Ended June 30, 2025
   $  $
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss for the period   (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.

 

 3 

 

 

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.

 

 4 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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.

 

 

 

 

 

 5 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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.

 

 6 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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 

 

 

 

 

 7 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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 

 

 8 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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 

 

 

 

 

 

 

 9 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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).

 

 

 

 10 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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 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.

 

 11 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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.

 

 

 

 12 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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 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.

 

 13 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

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 

 

 

 14 
Optimi Health Corp.
Notes to the Condensed interim consolidated financial statements
Period ended June 30, 2026
(Expressed in Canadian Dollars)

 

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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15