NOTE 9 – COMMITMENTS AND CONTINGENCIES

(a) Lease Obligation

The Company previously entered into a sublease agreement for office space commencing August 1, 2017. The Company ceased use of the premises during 2018 and the arrangement was effectively terminated.

As of July 31, 2026 and January 31, 2026, an outstanding balance of approximately $21,051 remains payable in connection with this arrangement.

(b) Legal Settlement and Governance Commitments

Pursuant to an Order and Final Judgment issued by the United States District Court for the District of Hawaii on December 3, 2020 in connection with In re Eco Science Solutions, Inc. Shareholder Derivative Litigation, the Company agreed to implement certain governance reforms and undertake related actions.

These commitments include, among other items:

The Company also committed to allocate a portion of future capital raised toward the implementation and maintenance of these governance reforms. These commitments are contingent upon the Company’s ability to generate sufficient financial resources.

(c) Advisory Agreement – A. Carl Mudd

The Company entered into a Board Advisory Agreement with A. Carl Mudd, pursuant to which Mr. Mudd serves as Chairman of the Board and Ombudsman. Pursuant to the agreement, Mr. Mudd receives a monthly advisory fee of $10,000. Due to liquidity constraints, the Company has deferred payment of these fees.

For each of the three and six months ended July 31, 2026, and 2025, the Company recognized advisory fee expenses of $30,000 and $60,000, respectively, within management and consulting fees in the condensed consolidated statements of operations. As of July 31, 2026, total accrued and unpaid fees under this agreement were $60,000, which are included in accounts payable and accrued liabilities on the condensed consolidated balance sheets.