Related Party Transactions |
9 Months Ended |
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Jul. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions [Text Block] |
10. Related Party Transactions Founder and Former CEO The Founder and then Chief Executive Officer ("CEO") made non-interest-bearing advances to the Company with no specific terms of repayment that are due on demand. The outstanding amounts as of July 31, 2026, and October 31, 2025, were $3,722 and $3,722, respectively. These are disclosed as due to shareholders on the unaudited condensed balance sheets. Director 1 (Former) The Company entered into a consulting agreement with a company of which Director 1 controls in October 2023. In accordance with the agreement, it was agreed to provide consulting services, including but not limited to, provide the Company with corporate management services, (ii) provide the Company with introductions to certain entities which could form strategic alliances or partnerships with the Company, including assisting with negotiations with respect to any such alliance or partnership, and (iii) assist the Company with strategic planning and, Director 1 received a monthly fee of $7,500 and could earn discretionary performance-based bonuses. This agreement was in effect through March 2025. Effective April 2025, the Company entered into a new consulting agreement with Director 1, which had an indefinite term, and increased the monthly fee of $10,000. Director 1 earned certain discretionary bonuses in the form of shares and warrants during the nine months ended July 31, 2025. On January 15, 2025, Director 1 was granted 82,500 shares and 82,500 warrants. The shares vested immediately and had a fair value of $66,000. The warrants vested immediately, had an exercise price of $0.80 and a life of two years. The fair value of the warrants was $26,686. The share-based compensation expense for the nine months ended July 31, 2025, was $92,686. The total expense, exclusive of the share-based compensation, was $25,000 and $113,500 during the three and nine months ended July 31, 2025. These expenses are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of July 31, 2025, $10,000 was reported as unpaid. On June 5, 2025, the Company and Director 1 entered into a consulting service agreement for 1,000,000 Performance Warrants. The warrants have an exercise price of $0.001 and a term of 5 years. The milestones are as follows: Milestone 1 - 250,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $99,778. This milestone was successfully achieved on July 8, 2025. The fair value of these warrants is expensed over the expected vesting term. During the three and nine months ended July 31, 2025, an expense of $99,778 was recognized. Milestone 2 - 250,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. The grant date fair value of these warrants was $99,782. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. This milestone was successfully achieved on May 21, 2026. During the three and nine months ended July 31, 2026, an expense of $99,782 was fully recognized and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. Milestone 3 - 250,000 Warrants 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. The grant date fair value of these warrants was $99,783. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. This milestone was successfully achieved on June 17, 2026. During the three and nine months ended July 31, 2026, an expense of $99,783 was fully recognized and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. Milestone 4 - 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $99,782. 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 July 31, 2026, the Company anticipates that this will now occur on March 31, 2027. The expense for the three and nine months ended July 31, 2026, was $11,745 and $34,852, respectively, and are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. On October 23, 2025, Director 1 resigned from the board and the consulting agreement with the company of which Director 1 is a director was mutually terminated. On November 4, 2025, the Company and former Director 1 reached a separation agreement wherein a one-time lump sum payment of $50,000 was paid to the company in which the former director is a director. It was also agreed that the options previously granted to the former director on June 9, 2025, would continue to maintain the original expiry date of June 8, 2030, rather than expiring 90 days following termination or resignation or January 31, 2026. The full $50,000 of this expense was incurred during the nine months ending July 31, 2026, and is included within management and director's salaries and fees on the unaudited condensed interim statements of operations. On May 28, 2026, this former director exercised 400,000 milestone warrants for total gross proceeds of $400. The Company issued 400,000 common shares in connection with the warrant exercise. On June 18, 2026, this former director exercised 250,000 milestone warrants for total gross proceeds of $250. The Company issued 250,000 common shares in connection with the warrant exercise. Director 2 & CCO The Company entered into a consulting agreement with Director 2 in October 2023. In accordance with the agreement, it was agreed to provide consulting services, including but not limited to, provide the Company with corporate management services, provide the Company with introductions to certain entities which could form strategic alliances or partnerships with the Company, including assisting with negotiations with respect to any such alliance or partnership, and assist the Company with strategic planning and, Director 2 received a monthly fee of $7,500 and could earn discretionary performance-based bonuses. The agreement was in effect through February 2025. Effective March 2025, the Company entered into a new consulting agreement with Director 2, which had an indefinite term, and increased the monthly fee of $10,000. On November 1, 2025, this amount was revised to $9,900 per month. On December 14, 2025, Director 2 and the Company agreed to mutually terminate the consulting agreement. The total expense incurred in connection with these agreements was $0 and $30,000 during the three months ended July 31, 2026, and 2025, respectively. For the nine months ended July 31, 2026, and 2025 the total expense incurred equalled $19,800 and $80,000, respectively. These expenses are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. On December 15, 2025, the board agreement between Director 2 and the Company was revised. Effective January 1, 2026, the Director was entitled to quarterly compensation of $45,000 to be paid in monthly instalments of $15,000. For the three and nine months ended July 31, 2026, a total of $30,000 and $90,000, respectively, is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of July 31, 2026, and 2025, there were no outstanding payables. On June 5, 2025, the Company and Director 2 entered into a consulting service agreement for 1,000,000 Performance Warrants. The warrants have an exercise price of $0.001 and a term of 5 years. The milestones are as follows: Milestone 1 - 250,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $99,778. This milestone was successfully achieved on July 8, 2025. The fair value of these warrants is expensed over the expected vesting term. During the three and nine months ended July 31, 2025, an expense of $99,778 was recognized. Milestone 2 - 250,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. The grant date fair value of these warrants was $99,782. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. This milestone was successfully achieved on May 21, 2026. During the three and nine months ended July 31, 2026, an expense of $99,782 was fully recognized and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. Milestone 3 - 250,000 Warrants 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. The grant date fair value of these warrants was $99,783. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. This milestone was successfully achieved on June 17, 2026. During the three and nine months ended July 31, 2026, an expense of $99,783 was fully recognized and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. Milestone 4 - 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $99,782. 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 July 31, 2026, the Company anticipates that this will now occur on March 31, 2027. The expense for the three and nine months ended July 31, 2026, was $11,745 and $34,852, respectively, and are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. On June 11, 2026, the board of directors, upon the recommendation of both the nominating and governance and compensation committees, approved the appointment of Director 2 as the Chief Commercial Officer ("CCO") effective June 15, 2026, along with their associated compensation package. Director 2 will continue to serve on the board as a non-independent executive board member. As part of their role as CCO, they will become a full-time employee, their annual salary is $270,000, additional incentives include, an annual discretionary bonus, a milestone equity award up to a maximum of 0.75% of the Company's common shares on an issued and outstanding basis at the time of the equity grant, plus $37,500 upon the date of the completion of a financing of $20 million at a minimum of $150 million pre-money market capitalization. If the financing completed is a minimum of $15 million at a minimum of $150 million pre-money market capitalization, then then two-thirds of the $37,500 or $24,750 will be earned and paid out. Director 3 and former CEO (May to October 2025) The Company entered into a consulting agreement with Director 3 in May 2025 to serve as the CEO. In accordance with the agreement, through a company that Director 3 controls, he would provide services related to his role as CEO, including but not limited to, the overall business strategy, identify and develop relationships with strategic business partners and provide oversight of the overall day-to-day business activities and received a monthly fee of $12,500. The agreement had an indefinite term. For the three months ended July 31, 2026, and 2025, the Company incurred, $37,500 and $0, respectively. For the nine months ended July 31, 2026, and 2025, the total expense was $212,500 and $0, respectively. The expense is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. During the nine months ended July 31, 2026, Director 3 earned a one-time incentive payment of $100,000 in recognition of their efforts to date in helping the Company achieve its short-term goals and building to achieve its longer-term goals. As of July 31, 2026, and 2025, $20,000 and $0, respectively, was reported under accounts payable and accrued liabilities - related parties on the unaudited condensed balance sheet of the same date. On June 5, 2025, the Company and Director 3 entered into a consulting service agreement for 2,000,000 Performance Warrants. The warrants have an exercise price of $0.001 and a term of 5 years. The milestones are as follows: Milestone 1 - 500,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $199,555. This milestone was successfully achieved on July 8, 2025. The fair value of these warrants is expensed over the expected vesting term. During the three and nine months ended July 31, 2025, an expense of $199,555 was recognized. Milestone 2 - 500,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. The grant date fair value of these warrants was $199,563. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. This milestone was successfully achieved on May 21, 2026. During the three and nine months ended July 31, 2026, an expense of $199,563 was fully recognized and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. Milestone 3 - 500,000 Warrants 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. The grant date fair value of these warrants was $199,566. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. This milestone was successfully achieved on June 17, 2026. During the three and nine months ended July 31, 2026, an expense of $199,566 was fully recognized and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. Milestone 4 - 500,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $199,563. 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 July 31, 2026, the Company anticipates that this will now occur on March 31, 2027. The expense for the three and nine months ended July 31, 2026, was $23,490 and $69,703, respectively, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. The CEO resigned October 22, 2025, and continued as a non-executive Director. Effective November 1, 2025, Director 3 entered into a board agreement to serve on the Company's board of directors for an indefinite term. In connection with this agreement, Director 3 is entitled to a $15,000 quarterly directors' fee. On June 15, 2026, board members were issued a compensation notice, advising them of adjustments to their board compensation. All board members will be eligible for an annual cash compensation of $50,000; the chair of the board will receive an annual compensation of $100,000. Additionally, on an annual basis, each board member will be granted the equivalent of $100,000 worth of Restricted Share Units, the number of shares will be determined based on the closing price on the grant date. Twenty five percent (25%) of the shares will vest every 3 months for the following twelve months. The chairman of the board will receive the equivalent of $150,000 under the same terms as the other board members. Eligibility will be determined on the "continuous service" conditions as defined in the board member's agreement. Furthermore, all board members serving on any of the committees will receive the following; Nominating and Governance committee members will receive $5,000 per year, with the chair of the committee receiving $7,500; Compensation committee members will receive $6,000 per year, with the chair of the committee receiving $12,000 and, Audit committee members will receive $7,500 per year, with the chair of the committee receiving $15,000. During the three-and nine-months ending July 31, 2026, the total expense incurred in connection with the original agreement and the new compensation notice was $20,000 and $50,000, respectively and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations In December 2025, Director 3 exercised 500,000 of their vested milestone warrants for gross proceeds of $500. The Company issued 500,000 common shares in connection with the warrant exercise. On May 22, 2026, Director 3 exercised 500,000 of their vested milestone warrants for gross proceeds of $500. The Company issued 500,000 common shares in connection with the warrant exercise. CMO, former Director 4 and former President The Company entered into a consulting agreement with a company that Director 4 controls in April 2025 to serve as the Chief Medical Officer ("CMO"). In accordance with the agreement, Director 4 would provide services, including but not limited to, strategic direction, scientific support, business development support, research programs, budgeting, and medical affairs and received a monthly fee of $10,000. The agreement was in effect through October 2025. For the three and nine months ended July 31, 2025, an expense of $30,000 and $40,000, respectively, was incurred and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of July 31, 2025, there was no accounts payable outstanding. On April 1, 2025, the Company granted the CMO 100,000 stock options with an exercise price of $0.40, that vest 6 months from the effective date of their service agreement or from April 1, 2025, and have a 24-month expiry date from the grant date or April 1, 2027. The fair value of the stock options granted was determined to be $57,527. In connection with these options, $28,936 and $38,052 in stock compensation was recognized during the three and nine months ended July 31, 2025, respectively, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. On October 15, 2025, the CMO became a full-time employee and agreed to a remuneration package of an annual salary of $240,000 or $20,000 per month, along with an inducement signing bonus of $35,000 and, when available, access to a Company benefits plan. Since February 1, 2026, the CMO is now enrolled in a Company benefit plan for Canadian employees. Until that plan is in place it was agreed to pay the CMO an additional monthly stipend of $3,000 for medical coverage. Additionally, the CMO was granted shares of the Company equaling 0.5% of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement, to be immediately vested. On October 15, 2025, this represented a total of 87,861 common shares with a fair value of $2.00 per share or a total of $175,723. On October 22, 2025, he resigned from his role as President and Director, while maintaining his position as CMO. As at October 31, 2025, the Company recognized wages payable of $45,000 on the condensed balance sheets. Director 5 On May 14, 2025, a new Director 5 was appointed to the Company's board of directors. On October 23, 2025, Director 5 entered into a new board agreement with the Company. The agreement has an effective date of October 23, 2025, an indefinite term, and beginning November 2025, entitles the Director to quarterly compensation of $15,000 to be paid in common shares, based on the price of the Company's most recent financing at the time. On June 15, 2026, board members were issued a compensation notice, advising them of adjustments to their board compensation. All board members will be eligible for an annual cash compensation of $50,000; the chair of the board will receive an annual compensation of $100,000. Additionally, on an annual basis, each board member will be granted the equivalent of $100,000 worth of Restricted Share Units, the number of shares will be determined based on the closing price on the grant date. Twenty five percent (25%) of the shares will vest every 3 months for the following twelve months. The chairman of the board will receive the equivalent of $150,000 under the same terms as the other board members. Eligibility will be determined on the "continuous service" conditions as defined in the board member's agreement. Furthermore, all board members serving on any of the committees will receive the following; Nominating and Governance committee members will receive $5,000 per year, with the chair of the committee receiving $7,500; Compensation committee members will receive $6,000 per year, with the chair of the committee receiving $12,000 and, Audit committee members will receive $7,500 per year, with the chair of the committee receiving $15,000. For the three and nine months ended July 31, 2026, a total expense of $15,125 and $45,125, respectively, had been incurred and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of July 31, 2026, $7,500 due for the quarter was reported under liabilities to be settled with shares on the unaudited condensed balance sheet. Effective June 15, 2026, Director 5 has agreed to accept cash payment for his director's fees rather than receive shares and he has directed that those cash payments be made to a company of which is has controlling interests. On November 1, 2025, Director 5 entered into a new medical advisory agreement. In accordance with the agreement, the director will be compensated monthly $9,900 which will be paid through issuance of common shares based on the most recent financing at the time of issuance, and or if the Company is publicly traded the 20-day volume weighted average pricing of common shares immediately prior to the payment date. Additionally, should the medical advisor be directly responsible for a referral or introduction to a third party that makes an investment in the Company, or its assets, or acquires all or portion of the Company's assets the Director will be entitled to a fee equal to 2.5% of the value of the transaction, to a maximum of $5,000,000. This fee can be paid either in shares or cash, at the discretion of the director. The agreement had an indefinite term. For the three and nine months ended July 31, 2026, a total expense of $29,700 and $89,100, respectively, had been incurred and is included in consulting on the unaudited condensed interim statements of operations. As of July 31, 2026, $14,850 was reported under liabilities to be settled with shares on the unaudited condensed balance sheet. Effective June 15, 2026, Director 5 has agreed to accept cash payment for his medical advisory agreement rather than receive shares and he has directed that those cash payments be made to a company of which he has controlling interests. On March 17, 2026, the Company issued 19,434 shares at a price of $2.30 per share to Director 5 in settlement of fees owed related to their advisory and director's agreements. On May 14, 2026, the Company issued 11,175 shares at a fair value of $4.00 per share to settle liabilities with Director 5. As of July 31, 2026, a total of $22,350 was included in liabilities to be settled in shares on the unaudited condensed balance sheet of the same date. CEO, President and Director 6 On October 15, 2025, the new CEO became a full-time employee and agreed to a remuneration package of an annual salary of $300,000 or $25,000 per month and, when available, access to a Company benefits plan. Until that plan is in place it was agreed to pay the CEO an additional monthly stipend of $2,000 for medical coverage. Since January 1, 2026, the CEO is now enrolled in a Company benefit plan. Additionally, the CEO was granted shares of the Company up to 2.5% of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement. This amounted to a total of 439,306 shares granted with a fair value of $878,612. Of these shares, 0.5% (87,861) will vest immediately on the effective date of this agreement and then 0.5% (87,861) will vest each year for four (4) years on the anniversary date of this agreement. For the three and nine months ended July 31, 2026, the Company expensed $92,253 and $289,796, respectively, as part of the management and directors' salaries and fees on the unaudited condensed interim statements of operations relating to these shares. As of July 31, 2026, there is potential future unrecognized expense of $413,094. As of October 31, 2025, the Company recognized wages payable of $15,000 on the condensed balance sheets. CFO The Company entered into a consulting agreement with a company that is controlled by the Chief Financial Officer ("CFO") in November 2023. In accordance with the agreement, it was agreed that in addition to fulfilling the responsibilities of the Company's CFO, additional services would include, but are not limited to, oversight of all accounting matters, bookkeeping services and general day-to-day operations and the CFO received minimum monthly compensation of $1,500. This agreement was in effect through January 2025. Effective February 2025, the Company entered into a new consulting agreement with the CFO, which had an indefinite term, and increased the minimum monthly compensation to $4,000. The total expense incurred in connection with these agreements was $0 and $12,500 during the three months ended July 31, 2026, and 2025, respectively. For the nine months ended July 31, 2026, and 2025, a total expense of $0 and $28,500, respectively were incurred. These expenses are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of July 31, 2026, and October 31, 2025, $2,280 and $0, respectively, were unpaid to a company that is controlled by the CFO and that provides bookkeeping services to the Company and are included in accounts payable and accrued liabilities - related party in the unaudited condensed balance sheets of the same date. During the nine months ended July 31, 2025, the Company converted outstanding payables of $10,875 owed to the CFO into 13,594 shares with a fair value of $640. This resulted in a gain on conversion of $10,235. This is included within gain on conversion of payables on the unaudited condensed interim statements of operations. On October 15, 2025, the CFO became a part-time employee and agreed to a remuneration of a maximum annual salary of $216,000 or $18,000 per month. At the time of agreeing to this employment agreement, the CFO was committing an estimate one-third of his time. Additionally, the CFO was granted shares of the Company equaling 0.25% of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement, to be immediately vested. On October 15, 2025, this represented a total of 43,931 common shares with a fair value of $2.00 per share or a total of $87,861. Since January 1, 2026, the CFO has been committed to a full-time schedule. Since February 1, 2026, the CFO is now enrolled in a Company benefit plan for Canadian employees. As of October 31, 2025, the Company recognized wages payable of $6,000 on the condensed balance sheets. CSO The Company entered into a consulting agreement with this consultant in May 2025 to serve as the Chief Science Officer ("CSO"). In accordance with the agreement, the CSO agreed to provide services, including but not limited to, advancing the Company's core biomaterial technology, building the Company's future product pipeline, develop, test, and expand the applications of the Company's proprietary collagen-based platform across multiple medical and surgical markets. The CSO received a monthly fee of $10,000. The agreement had an indefinite term. On June 9, 2025, the Company granted to the CSO, 50,000 stock options with an exercise price of $0.40 and that vest 12 months from the grant date. The fair value of the stock options granted was determined to be $18,553. During the three and nine months ended July 31, 2026, the Company expensed $2,033 and $11,233 (nine months ending July 31, 2025 - $2,643), respectively, as part of the management and directors' salaries and fees on the unaudited condensed statements of operations related to the value of the options granted and now vested. On June 9, 2026, the stock options fully vested and had been fully expensed. On October 15, 2025, the CSO became a full-time employee and agreed to a remuneration package of an annual salary of $240,000 or $20,000 per month and, when available, access to a Company benefits plan. Since January 1, 2026, the CSO is now enrolled in a Company benefit plan. Additionally, the CSO was granted shares of the Company equaling 0.5% of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement, to be immediately vested. On October 15, 2025, this represented a total of 87,861 common shares with a fair value of $2.00 per share or a total of $175,723. As at October 31, 2025, the Company recognized wages payable of $10,000 on the condensed balance sheets. Director 7 On October 23, 2025, the Company appointed a new director to the board of directors, Director 7. The agreement has an effective date of October 23, 2025, an indefinite term, and beginning November 2025, entitles the Director to quarterly compensation of $15,000. On June 15, 2026, board members were issued a compensation notice, advising them of adjustments to their board compensation. All board members will be eligible for an annual cash compensation of $50,000; the chair of the board will receive an annual compensation of $100,000. Additionally, on an annual basis, each board member will be granted the equivalent of $100,000 worth of Restricted Share Units, the number of shares will be determined based on the closing price on the grant date. Twenty five percent (25%) of the shares will vest every 3 months for the following twelve months. The chairman of the board will receive the equivalent of $150,000 under the same terms as the other board members. Eligibility will be determined on the "continuous service" conditions as defined in the board member's agreement. Furthermore, all board members serving on any of the committees will receive the following; Nominating and Governance committee members will receive $5,000 per year, with the chair of the committee receiving $7,500; Compensation committee members will receive $6,000 per year, with the chair of the committee receiving $12,000 and, Audit committee members will receive $7,500 per year, with the chair of the committee receiving $15,000. During the three-and nine-months ending July 31, 2026, the total expense incurred in connection with the board agreement was $15,125 and $45,125, respectively, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. On October 28, 2025, a company to which Director 7 is related, subscribed to purchase 869,566 common shares of the Company at $2.30 per share for a total investment of $2,000,001. On December 1, 2025, the Company entered into a consulting agreement with a company to which Director 7 is related. The agreement had a total contract amount of $100,000. Per the agreement, $25,000 was due up front, with monthly payments of $6,818 to be made through the remaining 11-month term of the agreement. During the three and nine months ended July 31, 2026, the Company expensed $25,000 and $66,667, respectively, in connection with this agreement and is included within consulting on the unaudited condensed interim statements of operations. As of July 31, 2026, $6,060 is included within prepaid expenses on the unaudited condensed balance sheet. In January 2026, a company to which Director 7 is related subscribed to purchase 352,174 common shares of the Company at $2.30 per share for a total investment of $810,000. In March 2026, a company to which Director 7 is related subscribed to purchase 262,500 common shares of the Company at $4.00 per share for a total investment of $1,050,000. On May 12, 2026, a company to which Director 7 is related exercised 422,500 warrants under the warrant incentive Program at an exercise price of $0.80 for gross proceeds of $338,000. The Company issued 422,500 common shares, along with new warrants totaling 422,500 purchased at $0.001 for gross proceeds of $422. The new warrants have an exercise price of $2.30, with a three-year expiry date from the date of issuance. On June 18, 2026, a company to which Director 7 is related exercised 202,500 warrants under the warrant incentive Program at an exercise price of $0.80 for gross proceeds of $162,000. The Company issued 202,500 common shares, along with new warrants totaling 202,500 purchased at $0.001 for gross proceeds of $202. The new warrants have an exercise price of $2.30, with a three-year expiry date from the date of issuance. Director 8 Effective November 1, 2025, the Company appointed a new director to the board of directors, Director 8. The agreement has an effective date of October 31, 2025, an indefinite term, and beginning November 2025, entitles the Director to quarterly compensation of $15,000. On June 15, 2026, board members were issued a compensation notice, advising them of adjustments to their board compensation. All board members will be eligible for an annual cash compensation of $50,000; the chair of the board will receive an annual compensation of $100,000. Additionally, on an annual basis, each board member will be granted the equivalent of $100,000 worth of Restricted Share Units, the number of shares will be determined based on the closing price on the grant date. Twenty five percent (25%) of the shares will vest every 3 months for the following twelve months. The chairman of the board will receive the equivalent of $150,000 under the same terms as the other board members. Eligibility will be determined on the "continuous service" conditions as defined in the board member's agreement. Furthermore, all board members serving on any of the committees will receive the following; Nominating and Governance committee members will receive $5,000 per year, with the chair of the committee receiving $7,500; Compensation committee members will receive $6,000 per year, with the chair of the committee receiving $12,000 and, Audit committee members will receive $7,500 per year, with the chair of the committee receiving $15,000. During the three-and nine-months ending July 31, 2026, the total expense incurred in connection with this agreement was $15,625 and $45,625 respectively. In November 2025, a company controlled by Director 8 subscribed to purchase 10,869 common shares of the Company at $2.30 per share for a total investment of $24,999. Director 9 On June 15, 2026, Director 9 was appointed to the Company's board of directors. All board members will be eligible for an annual cash compensation of $50,000; the chair of the board will receive an annual compensation of $100,000. Additionally, on an annual basis, each board member will be granted the equivalent of $100,000 worth of Restricted Share Units, the number of shares will be determined based on the closing price on the grant date. Twenty-five percent (25%) of the shares will vest every 3 months for the following twelve months. The chairman of the board will receive the equivalent of $150,000 under the same terms as the other board members. Eligibility will be determined on the "continuous service" conditions as defined in the board member's agreement. Furthermore, all board members serving on any of the committees will receive the following; Nominating and Governance committee members will receive $5,000 per year, with the chair of the committee receiving $7,500; Compensation committee members will receive $6,000 per year, with the chair of the committee receiving $12,000 and, Audit committee members will receive $7,500 per year, with the chair of the committee receiving $15,000. During the three-and nine-months ending July 31, 2026, the total expense incurred in connection with this agreement was $8,750 and $8,750 respectively. Director 10 On June 15, 2026, Director 10 was appointed to the Company's board of directors. All board members will be eligible for an annual cash compensation of $50,000; the chair of the board will receive an annual compensation of $100,000. Additionally, on an annual basis, each board member will be granted the equivalent of $100,000 worth of Restricted Share Units, the number of shares will be determined based on the closing price on the grant date. Twenty-five percent (25%) of the shares will vest every 3 months for the following twelve months. The chairman of the board will receive the equivalent of $150,000 under the same terms as the other board members. Eligibility will be determined on the "continuous service" conditions as defined in the board member's agreement. Furthermore, all board members serving on any of the committees will receive the following; Nominating and Governance committee members will receive $5,000 per year, with the chair of the committee receiving $7,500; Compensation committee members will receive $6,000 per year, with the chair of the committee receiving $12,000 and, Audit committee members will receive $7,500 per year, with the chair of the committee receiving $15,000. During the three-and nine-months ending July 31, 2026, the total expense incurred in connection with this agreement was $7,938 and $7,938 respectively. Director 11 On June 15, 2026, Director 11 was appointed to the Company's board of directors. All board members will be eligible for an annual cash compensation of $50,000; the chair of the board will receive an annual compensation of $100,000. Additionally, on an annual basis, each board member will be granted the equivalent of $100,000 worth of Restricted Share Units, the number of shares will be determined based on the closing price on the grant date. Twenty-five percent (25%) of the shares will vest every 3 months for the following twelve months. The chairman of the board will receive the equivalent of $150,000 under the same terms as the other board members. Eligibility will be determined on the "continuous service" conditions as defined in the board member's agreement. Furthermore, all board members serving on any of the committees will receive the following; Nominating and Governance committee members will receive $5,000 per year, with the chair of the committee receiving $7,500; Compensation committee members will receive $6,000 per year, with the chair of the committee receiving $12,000 and, Audit committee members will receive $7,500 per year, with the chair of the committee receiving $15,000. During the three- and nine-months ending July 31, 2026, the total expense incurred in connection with this agreement was $8,688 and $8,688 respectively. Head of Strategy and Transformation On November 17, 2025, the Company entered into a consulting agreement with a company controlled by an individual who was appointed Head of Strategy and Transformation on February 9, 2026. During the three and nine months ended July 31, 2026, the Company incurred consulting fees of $55,369 and $96,574, respectively, under this arrangement. As part of this appointment, the Company granted 50,000 stock options with an exercise price of $2.30, an expiry term of 5 years from the grant date of February 9, 2026, and a fair value of $75,500. Twenty five percent of the options vest every three months from the grant date. For the three- and nine-months ending July 31, 2026, the Company recognized under consulting fees on the unaudited condensed interim statements of operations related to the value of the options granted and now vested, $19,030 and $35,578, respectively. As of July 31, 2026, $10,594 remained payable to the related party and was included in accounts payable and accrued liabilities - related party in the unaudited condensed interim balance sheet. Head of Business Development and Licensing On February 5, 2026, the Company entered into a consulting agreement with a company controlled by an individual who was appointed Head of Business Development and Licensing on March 2, 2026. During the three and nine months ended July 31, 2026, the Company incurred consulting fees of $37,500 and $62,500, respectively, under this arrangement. As of July 31, 2026, $12,500 remained payable to the related party and was included in accounts payable and accrued liabilities - related party in the unaudited condensed interim balance sheet. |