Vext Science : Third Quarter 2025 Financial Statements

‌Vext Science, Inc. Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024

(Expressed in U.S. Dollars)

(Unaudited)

‌NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Under Part 4, subsection 4.3(3)(a) of National Instrument 51-102 Continuous Disclosure Obligations, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of Vext Science, Inc. (the "Company") have been prepared by and are the responsibility of the Company's management and are approved by the Company's board of directors.

The Company's independent auditor has not performed a review of these unaudited condensed consolidated interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of the condensed consolidated interim financial statements by an entity's auditor.

‌Vext Science, Inc.‌ Table of Contents

Cover & Notice of No Auditor Review of Interim Financial Statements

Table of Contents 3

Condensed Consolidated Interim Financial Statements of Financial Position 4

Condensed Consolidated Interim Financial Statements of Loss and Comprehensive Loss 5

Condensed Consolidated Interim Financial Statements of Changes in Shareholders' Equity 6

Condensed Consolidated Interim Financial Statements of Cash Flows 7

Notes to the Condensed Consolidated Interim Financial Statements 8 - 29

Condensed Consolidated Interim Financial Statements of Financial Position (Expressed in thousands of United States Dollars, except share and per share amounts) (Unaudited)

	‌Notes‌	September	30, 2025	December 31, 2024
ASSETS
Current assets Cash		$	3,702	$ 4,625
Amounts receivable, net	4		1,467	1,014
Inventory	5		8,344	11,740
Biological assets	6		1,279	1,577
Prepaid expenses, deposits, and other receivables	7		1,200	6,640
Notes receivable - current portion Other Assets	8		- 313	800 -
Total current assets Non-current assets Property, plant and equipment	9		16,305 35,869	26,396 35,943
Investment in joint ventures	10		-	357
Right-of-use assets	11		2,942	3,526
Due from related party	12		1,363	1,347
Intangible assets	13		66,475	64,263
Goodwill	13		5,135	5,135
Total Assets		$	128,089	$ 136,967
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Payables and accrued liabilities	14	$	12,222	$ 11,912
Due to related parties	12		110	474
Notes payable - current portion	15		2,119	4,644
Lease liability - current portion	11		798	831
Uncertain tax position	21		2,000	-
Total current liabilities			17,249	17,861
Long-term liabilities Notes payable - non-current portion	15		29,651	31,083
Lease liability - non-current portion	11		2,496	2,960
Deferred tax liabilities			10,282	9,327
Total liabilities			59,678	61,231
Shareholders' equity Subordinated and multiple voting shares	16		53,610	53,486
Reserves			4,597	4,609
Accumulated other comprehensive income			2,355	2,355
Retained earnings			7,849	15,286
Total shareholders' equity			68,411	75,736
Total liabilities and shareholders' equity		$	128,089	$ 136,967
Approved on November 19, 2025 by the Board of Directors:

"Mark Opzoomer" , Chairman "Eric J. Offenberger" , Director

Condensed Consolidated Interim Financial Statements of Loss and Comprehensive Loss (Expressed in thousands of United States Dollars, except share and per share amounts) (Unaudited)

‌For the Three Months Ended For the Nine Months Ended‌

Notes

September 30,

2025

September 30,

2024

September 30,

2025

September 30,

2024

Retail revenue	$ 10,317	$ 6,827	$ 29,214	$ 20,073
Wholesale revenue	2,353	2,160	8,425	5,731
Revenue	12,670	8,987	37,639	25,804

Cost of goods sold	5, 9	9,669	5,242	25,473	18,353
Gross profit before fair value adjustments		3,001	3,745	12,166	7,451

Unrealized fair value of biological assets	6	(1,894)	(2,723)	(3,796)	(4,603)
Realized fair value of inventory sold	6	926	2,500	4,840	5,212
Gross profit		3,969	3,968	11,122	6,842

Operating expenses

Amortization	11, 13	2,145	2,116	6,472	6,157
Depreciation	9	248	131	542	387
General and administrative	17	3,043	3,012	8,191	8,586
Total operating expenses		5,436	5,259	15,205	15,130
Other income (expense)
Share of loss in joint ventures/joint operations	10	-	(121)	(904)	(403)
Loss on disposal of assets	9	-	(2)	(32)	(3)
Change in fair value of debt	19	(846)	(612)	(8)	(969)
Change in fair value of purchase option	19	-	-	-	(2,022)
Foreign exchange gain/(loss)		(1)	-	(6)	2
Interest expense		(734)	(867)	(2,440)	(2,608)
Interest income		41	41	139	179
Miscellaneous income	22	136	117	1,173	185
Total other income (expense)		(1,404)	(1,444)	(2,078)	(5,639)
Net loss before income tax		(2,871)	(2,735)	(6,161)	(13,927)
Income tax (expense) recovery		243	239	(1,276)	707
Net loss after income tax		$ (2,628)	$ (2,496)	$ (7,437)	$ (13,220)
Remeasurement of financial liabilities measured at fair value through profit or loss	19	-	-	-	2,493
Total comprehensive loss		$ (2,628)	$ (2,496)	$ (7,437)	$ (10,727)
Basic loss per subordinated voting share		$ (0.01)	$ (0.01)	$ (0.03)	$ (0.04)
Diluted loss per subordinated voting
share		$ (0.01)	$ (0.01)	$ (0.03)	$ (0.04)
Weighted average number of subordinated voting shares outstanding -basic		247,617,738	245,553,505	247,563,387	238,736,763
Weighted average number of subordinated voting shares outstanding -diluted		247,617,738	248,657,027	247,563,387	240,336,818

VEXT SCIENCE, INC.

Condensed Consolidated Interim Financial Statements of Changes in Shareholders' Equity (Expressed in thousands of United States Dollars, except share and per share amounts) (Unaudited)

‌Number of Subordinated Voting Shares‌

Amount: Subordinated Voting Shares

Share Capital

Share capital -Shares to be issued

Number of Multiple Voting Shares

Amount: Multiple Voting Shares

Reserves: Compensatory Warrants

Reserves:

Stock Options Reserves: RSU

Accumulated Other Comprehensive Income (Loss)

Retained Earnings

Total Shareholders' Equity

Balance at December 31, 2023	150,209,109	$ 46,274	$ 4,847	672,747	$ 1,934	$ 1,782	$ 2,129	$ 433 $	(138) $	37,721	$ 94,983
Share-based compensation	-	-	-	-	-	-	64	576	-	-	640
Shares issued from RSUs exercised	266,132	114	-	-	-	-	-	(114)	-	-	-
Shares issued from debenture conversion	27,700,625	-	-	- - - -				-	-	-	-
Share capital - Shares to be issued	-	4,848	(4,847)	- - - -				-	-	-	-
Other comprehensive income for the period	-	-	-	- - - -				-	2,493	-	2,493
Net loss for the period	-	-	-	- - - -				-	-	(13,220)	(13,220)
Balance at September 30, 2024	178,175,866	$ 51,236	$ -	672,747	$ 1,934	$ 1,782	$ 2,193	$ 895	$ 2,355	$ 24,501	$ 84,895
Balance at December 31, 2024	180,168,038	$ 51,552	$ - 672,747		$ 1,934	$ 1,782	$ 2,215	$ 612	$ 2,355	$ 15,286	$ 75,736
Share-based compensation	-	-	- -		-	-	39	13	-	-	52
Shares issued from RSUs exercised	241,135	49	- -		-	-	-	(64)	-	-	(15)
Shares issuance for acquired companies	-	75	- -		-	-	-	-	-	-	75
Net loss for the period	-	-	- -		-	-	-	-	-	(7,437)	(7,437)
Balance at September 30, 2025	180,409,173	$ 51,676	- 672,747		$ 1,934	$ 1,782	$ 2,254	$ 561	$ 2,355	$ 7,849	$ 68,411

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

6

Condensed Consolidated Interim Financial Statements of Cash Flows

(Expressed in thousands of United States Dollars, except share and per share amounts) (Unaudited)

‌For the nine months ended September 30, 2025

For the nine months ended September 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period Items not affecting cash: Unrealized fair value of biological assets	$	(7,437) $ (3,796)		(13,220) (4,604)
Realized fair value of inventory sold		4,840		5,212
Amortization		6,472		6,157
Depreciation		5,386		5,148
Share-based compensation		52		640
Accretion on leases and debt		(136)		-
Share of loss in joint ventures/joint operations		904		403
Loss on disposal of assets		(32)		-
Change in fair value of debt		8		1,073
Change in fair value of purchase option		-		2,022
Due from related party		(16)		(14)
Uncertain tax positions		2,000		-
Deferred tax liabilities		(940)		(838)
Amortized debt transaction costs		122		89
Expensed construction in progress		-		88
Non-cash working capital item changes:
Amounts receivable		(879)		(559)
Biological assets (capitalized costs)		(6,112)		(7,038)
Inventory		9,244		5,789
Prepaid expenses, deposits, and other receivables		144		(656)
Payables and accrued liabilities		(943)		(41)
Reduction in due to related parties		(365)		(378)
Net cash provided by operating activities	$	8,516 $		(727)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisitions, net of cash received	$	(2,127) $		(3,128)
Acquisition of property, plant and equipment, net of disposals		(2,717)		(695)
Loan to joint operations		-		(544)
Notes receivable issued		(29)		(198)
Investment in joint ventures		-		(152)
Net cash used in investing activities	$	(4,873) $		(4,717)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of notes payable		(3,950)		(14)
Payment of lease liabilities		(616)		(418)
Net cash used in financing activities	$	(4,566) $		(432)
Net change in cash during the period	$	(923) $		(5,876)
Cash, beginning of the period		4,625		8,720
Cash, end of the period	$	3,702	$	2,844
Cash paid for
Interest		(2,866)	$	(2,608)
Income tax		(950)		(478)

Non-cash investing and financing activities

20)

Acquisition of entities in exchange for receivables & notes due from seller (Note $ - $ 8,096 Recognition of new right of use assets (ROU) (Note 11) 102 1,037

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

1. ‌NATURE OF OPERATIONS

   Vext Science, Inc. (referred to as "the Company" or "Vext") possesses full ownership of two integrated cannabis operations in Arizona as well as complete ownership of a cultivation and manufacturing facility, and four (4) fully-operational dispensaries in Ohio.

   The Company extends its services to the cannabis industry by offering management, advisory, cultivation, non-cannabis products, and dispensary services through operating agreements and direct sales to various entities.

   Operating within the Company's dispensaries and partner markets, the Company engages in the full spectrum of cannabis product lifecycle, from development and manufacturing to distribution. The Company produces a diverse range of branded offerings, including proprietary Vapen, Revibe, Herbal Wellness Center, and Appalachian Pharm lines. The Company produces CBD products under the Vapen CBD and Hempy Endings brands, manufactured at the Vapen Kentucky facility. Furthermore, through strategic licensing agreements, the Company manufactures the Microbar brand in Arizona.

   The Company's registered office is situated at Suite 1500 - 1055 West Georgia Street, Vancouver, BC V6E 4N7, while its head office is located at 4152 N. 39th Ave, Phoenix, Arizona 85019.

   In Arizona, the dispensaries operate under the Herbal Wellness Center brand, with one licensed as Herbal Wellness Center and the other as Organica Patient Group. In Ohio, the cultivation and manufacturing operations are licensed and branded as Appalachian Pharms Cultivation and Appalachian Pharm Processing. The Ohio dispensaries operate under the Herbal Wellness Center brand.

2. ‌BASIS OF PRESENTATION

   1. Statement of Compliance

      These interim condensed consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), specifically International Accounting Standard ("IAS") 34, Interim Financial Reporting ("IAS 34"). The same accounting policies and methods of computation were followed in the preparation of these condensed consolidated interim financial statements as were followed in the preparation of the annual consolidated financial statements as at and for the year ended December 31, 2024. The condensed consolidated interim financial statements do not include all the information and disclosures required in the annual consolidated financial statements.

      Accordingly, these condensed consolidated interim financial statements should be read together with the annual consolidated financial statements as at and for the year ended December 31, 2024, which are available on SEDAR+ at https://www.sedarplus.ca.

   2. Basis of Preparation

      These condensed consolidated interim financial statements have been prepared on the going concern basis, under historical cost, except for certain financial instruments classified as fair value through profit or loss and biological assets that are measured at fair value less costs to sell. The financial statements, unless otherwise specified, are presented in United States ("U.S.") dollars.

      2. BASIS OF PRESENTATION (CONTINUED…)

   3. Basis of Consolidation

      The condensed consolidated interim financial statements include consolidated accounts of the Company and its subsidiaries, including its economic interest in joint operations. Joint ventures are recorded as an investment. Subsidiaries are those entities that the Company controls. The Company controls an entity when the Company is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company and are de-consolidated from the date that control ceases. All intercompany transactions and balances have been eliminated on consolidation.

      As of September 30, 2025, the Company's subsidiaries and affiliates are listed below.

      Name	Jurisdiction	Ownership
      Vext Science, Inc.	BC, Canada
      Subsidiaries:
      New Gen Holdings, Inc.	Wyoming, USA	100%
      Step 1 Consulting, LLC	Delaware, USA	100%
      New Gen Admin Services, LLC	Arizona, USA	100%
      New Gen Real Estate Services, LLC	Arizona, USA	100%
      Hydroponics Solutions, LLC	Arizona, USA	100%
      New Gen Phoenix (PHX), LLC	Arizona, USA	100%
      New Gen Eloy, LLC	Arizona, USA	100%
      Pure Touch Botanicals, LLC	Arizona, USA	100%
      Vapen, LLC	Arizona, USA	100%
      Vapen CBD, LLC	Arizona, USA	100%
      Herbal Wellness Center, LLC	Arizona, USA	100%
      Organica Patient Group, LLC	Arizona, USA	100%
      ReVibe Cannabis, LLC	Arizona, USA	100%
      Vapen Kentucky, LLC	Kentucky, USA	100%
      New Gen Ohio, LLC	Ohio, USA	100%
      New Gen Ohio Real Estate, LLC	Ohio, USA	100%
      New Gen Athens, LLC	Ohio, USA	100%
      New Gen Columbus, LLC	Ohio, USA	100%
      Jackson Pharm, LLC dba Herbal Wellness Center Ohio Jackson	Ohio, USA	100%
      Appalachian Pharms Processing, LLC	Ohio, USA	100%
      Appalachian Pharms Products, LLC	Ohio, USA	100%
      APP 1803, LLC dba Herbal Wellness Center Ohio Columbus	Ohio, USA	100%
      Herbal Wellness Center Athens, LLC	Ohio, USA	100%
      Herbal Wellness Center Jeffersonville, LLC	Ohio, USA	100%

   4. Approval of the Condensed Consolidated Interim Financial Statements

      These condensed consolidated interim financial statements for the period ended September 30, 2025 and 2024 were approved and authorized for issue by the Board of Directors on November 19, 2025.

   5. Foreign currency

      Functional and presentation currency

      These condensed consolidated interim financial statements are presented in United States Dollars ("USD"). The Company's functional currency is the Canadian dollar, while the functional currency of the subsidiaries has been determined to be USD.

      1. ‌BASIS OF PRESENTATION (CONTINUED…)

         Transactions and balances

         Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation's functional currency are recognized in the consolidated statement of loss and comprehensive loss.

         Foreign operations

         The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to the presentation currency, which is USD, at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD using average exchange rates for the month during which the transactions occurred. Foreign currency differences are recognized in the consolidated statement of loss and comprehensive loss within other comprehensive loss and are accumulated in the foreign currency translation reserve in the consolidated statement of financial position. When the Company disposes of its entire interest in a foreign operation, or loses control over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive (loss) income related to the foreign operation are recognized in profit or loss.

   6. Significant Accounting Judgments and Estimates

In preparing these condensed consolidated interim financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgments made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those described in the Company's annual consolidated financial statements for the year ended December 31, 2024.

1. ‌MATERIAL ACCOUNTING POLICIES

   Standards not yet adopted

   IFRS 18 Presentation and Disclosure in Financial Statements

   In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which is intended to give investors more transparent and comparable information about companies' financial performance, thereby enabling better investment decisions. It will affect all companies using IFRS Accounting Standards. IFRS 18 introduces new sets of requirements to improve companies' reporting of financial performance and give investors a better basis for analyzing and comparing companies through:

   • Improved comparability in the statement of profit or loss or income statement

   • Enhanced transparency of management-defined performance measures; and

   • More useful grouping of information in the financial statements.

IFRS 18 also requires companies to provide more transparency about operating expenses, helping investors to find and understand the information they need. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, but companies can apply it earlier. IFRS 18 replaces IAS 1. It carries forward many requirements from IAS 1 unchanged. The Company will assess the impact of adoption of IFRS 18 on its financial statements.

4. AMOUNTS RECEIVABLE
The Company's amounts receivable consists of the following:
		September 30, 2025	December 31, 2024
Accounts receivable	$	1,740 $	1,276
Allowance for credit losses		(306)	(286)
GST input tax credits		33	24
Total Amounts Receivable	$	1,467 $	1,014
‌5. INVENTORY

Inventory consists of costs directly related to the production or procurement of products sold to customers. These include salaries and benefits, cultivation supplies, product packaging, manufacturing costs, included biological assets and other production costs.

The Company's inventory consists of the following:
	September 30, 2025		December 31, 2024
Work in Process
Capitalized Cost	$ 584		$ 1,682
Fair Value Adjustment	334		761
Carrying Value	918		2,443
Finished Goods
Capitalized Cost		6,277		7,996
Fair Value Adjustment		1,149		1,301
Carrying Value		7,426		9,297
Total	$	8,344	$	11,740

For the period ended September 30, 2025, the Company recognized $25,473 of inventory expensed to cost of goods sold (September 30, 2024 - $18,353).

1. ‌BIOLOGICAL ASSETS

   Biological assets consist of cannabis plants. The changes in the carrying value of biological assets are as follows:

   Balance, December 31, 2024	$	1,577
   Capitalized costs		6,112
   Change in fair value less costs to sell due to biological transformation		3,796
   Transferred into inventory upon harvest		(10,206)
   Balance at September 30, 2025	$	1,279

   The fair value less costs to sell of biological assets is determined using a market approach where the fair value at the point of harvest is estimated based on spot prices of wholesale cannabis less post-harvest costs and costs to sell. For in process biological assets, the estimated fair value at point of harvest is attributed based on the plants' stage of growth. Stage of growth is determined by reference to days remaining to harvest over average growth cycle.

   The following key inputs are used in determining the fair value of biological assets:

   • Average selling price per gram - third-party cannabis spot price for wholesale cannabis.

   • Average yield per plant - the number of grams a finished cannabis inventory which are expected to be derived from each harvested cannabis plant.

   • Wastage of plants based on their various stages of growth - represents the weighted average percentage of biological assets which are expected to fail to mature into cannabis plants that can be harvested.

   • Post-harvest costs - calculated as the cost per gram of harvested cannabis to complete the sale of cannabis plants post-harvest; and

   • Stage of completion in the cultivation process - calculated by taking the weighted average number of weeks in production over a total average grow cycle of approximately 15 weeks.

     Significant unobservable inputs September 30, 2025 December 31, 2024

     Average selling price per gram of flower $ 1.36 $ 1.87

     Weighted average yield of flower per plant (in grams) 67.99 59.86

     Effect on fair value

     Sensitivity September 30, 2025 December 31, 2024

     Increase or decrease by $0.50 per gram	$	225	$	206
     Increase or decrease by $0.10 per gram	$	53	$	47
     Increase or decrease of yield by 10%	$	128	$	158

     The Company estimated the harvest yields for the cannabis plants at various stages of growth at the reporting date as follows:

     September 30, 2025 December 31, 2024

     Total expected yield (in grams) 1,370,945 2,559,368

     The effect of changes in the fair value of biological assets and inventory are as follows:

     Three Months Ended Nine Months Ended

     September 30,

     September 30,

     September

     September

     	2025		2024		30, 2025		30, 2024
     Unrealized change in fair value of biological assets	$ 1,894		$ 2,723		$ 3,796 $		4,603
     Realized change in fair value on inventory sold in the period	(926)		(2,500)		(4,840)		(5,212)
     Net effect of changes in fair value of biological assets and inventory	$	968	$	223	$	(1,045) $	(609)

2. ‌PREPAID EXPENSES, DEPOSITS AND OTHER RECEIVABLES

   The Company's prepaid deposits and other receivables consist of the following:

   	September 30, 2025	December 31, 2024
   Vendor deposits	$ 285	$ 221
   Deposit on Big Perm Dispensaries (1)	-	5,588
   Prepaid Expense/Insurance/Maintenance	798	707
   Security deposits	117	124
   Total prepaid expenses, deposits, and other receivables	$ 1,200	$ 6,640

   (1) On April 1, 2025, the Company completed the Big Perm acquisition and began consolidating the two additional Ohio dispensaries in Q2 2025 (Note 20).

3. ‌NOTES RECEIVABLE

   Current Non-current		Total
   Due from Vapen Kentucky, an arm's length party, accruing interest at $ 447 $ -	$		447
   Due from Rinse Repeat Ventures, an arm's length party, accruing 257 -			257
   Working Capital loan for Athens Ohio Dispensary, an arm's length 62 -			62
   Working Capital loan for Jeffersonville Ohio Dispensary, an arm's 34 -			34
   Total $ 800 $ -	$		800

   As at December 31, 2024, the Company's notes receivables consisted of the following:

   0% per annum

   interest at 0% per annum

   party, accruing interest at 0% per annum

   length party, accruing interest at 0% per annum

   VEXT SCIENCE, INC.

   Notes to Condensed Consolidated Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024

   (Expressed in thousands of United States Dollars, except share and per share amounts)

4. ‌PROPERTY, PLANT AND EQUIPMENT

   Cost

   Land Building

   Equipment and machinery

   Building improvements

   Leasehold improvements

   Construction in

   progress Automobile Total

   Balance at December 31, 2023	$ 1,821	$ 7,556 $	18,637	$ 13,673	$ 9,287 $	370 $	208 $	51,552
   Disposals	-	(280)	(644)	(1,526)	(179)	(78)	(6)	(2,713)
   Additions	772	2,283	116	74	38	277	-	3,560
   Additions from Construction in progress ("CIP")	-	-	-	88	-	(88)	-	-
   Additions from acquisition (Note 20)	-	-	1	-	909	-	-	910
   Balance at December 31, 2024	$ 2,593	$ 9,559	$ 18,110	$ 12,309	$ 10,055	$ 481	$ 202	$ 53,309
   Disposals	-	-	(85)	-	-	-	(9) $	(94)
   Additions	-	-	68	550	575	1,577	14	$ 2,784
   Additions from CIP	-	-	-	627	160	(787)	-	$ -
   Additions from acquisition (Note 20)	-	-	118	1,548	894	-	-	$ 2,560
   Balance at September 30, 2025	$ 2,593	$ 9,559	$ 18,211	$ 15,034	$ 11,684	$ 1,271	$ 207	$ 58,559
   Accumulated Depreciation
   Balance at December 31, 2023	$ -	$ 908	$ 5,879	$ 4,891	$ 1,239	$ -	$ 92	$ 13,009
   Disposals	-	(280)	(630)	(1,526)	(36)	-	(5)	(2,477)
   Depreciation	-	224	2,577	2,216	1,767	-	50	6,834
   Balance at December 31, 2024	$ - $ 852		$ 7,826 $		5,581	$ 2,970	$ - $ 137 $	17,366
   Disposals	- -		(57)		-	-	- (5) $	(62)
   Depreciation	-	121	1,885	1,949	1,413	-	18	$ 5,386
   Balance at September 30, 2025	$ -	$ 973	$ 9,654	$ 7,530	$ 4,383	$ -	$ 150	$ 22,690
   Net Book Value
   Balance at December 31, 2023	$ 1,821	$ 6,648	$ 12,758	$ 8,782	$ 8,048	$ 370	$ 116	$ 38,543
   Balance at December 31, 2024	$ 2,593	$ 8,707	$ 10,284	$ 6,728	$ 7,085	$ 481	$ 65	$ 35,943
   Balance at September 30, 2025	$ 2,593	$ 8,586	$ 8,557	$ 7,504	$ 7,301	$ 1,271	$ 57	$ 35,869

   Of total depreciation expense during the three and nine months ended September 30, 2025, $1,650 and $3,230, respectively was included in the cost of sales (three and nine months ended September 30, 2024 was $1,587 and $3,177, respectively) and $199 and $295, respectively was included in operating expense (three and nine months ended September 30, 2024 was $131 and $256, respectively) .

   14

5. ‌INVESTMENT IN JOINT VENTURES

   Vapen Kentucky, LLC

   On February 1, 2020, an operating agreement of Vapen Kentucky, LLC ("Vapen KY") was signed for the purpose of being engaged in commercial hemp processing, manufacturing, extraction, and distribution activities. The Company originally held 50% membership ownership of Vapen KY with Emerald Pointe Hemp, LLC ("EPH") owning the other 50%.

   On March 16, 2025, the Company acquired the remaining 50% membership interest in Vapen Kentucky utilizing non-cash consideration. This resulted in a non-cash contribution of $479 related to the impairment of the accounts receivable due from Vapen KY, and an aggregate impairment loss of $882, which was recognized in net loss for the period ended March 31, 2025.

   Vapen Oklahoma, LLC

   On February 12, 2020, the Company entered into a joint venture term sheet with Texoma Processing and Extraction, LLC ("TPE") regarding Vapen Oklahoma, LLC ("Vapen OK"). The Company is a minority member of Vapen OK holding 25% membership ownership, whereas TPE is a majority member owning 75% membership ownership of Vapen OK and both parties have equal voting rights. The Company has a 50% economic interest in the venture until the working capital loan is repaid. The terms of the initial joint venture will be five years, with automatic successive renewal terms of additional five-year periods each. The working capital loan is interest free.

   As at December 31, 2024, Management of the Company determined that Vext's investment in and receivable from Vapen OK was impaired. Accordingly, both were written down to $nil. This resulted in a non-cash contribution of $534 related to the impairment of the accounts receivable due from Vapen OK, and an aggregate impairment loss of $1,404, which was recognized in net income for the year ended December 31, 2024.

   There was an additional non-cash contribution of $22 related to the impairment of the accounts receivable due from Vapen OK for the period ended September 30, 2025.

   As at September 30, 2025 and December 31, 2024, the balance of investments is comprised of the following:

   	Vapen KY Vapen OK Total
   Balance as at December 31, 2023	$ 560 $ 1,154 $ 1,714
   Contributions	199 20 219
   Contributions - Impairment of AR balances	- 534 534
   Share of loss of the joint ventures during the year	(402) (304) (706)
   Impairment	- (1,404) (1,404)
   Balance as at December 31, 2024	$ 357 $ - $ 357
   Contributions	46 - 46
   Contributions - Impairment of AR balances	479 22 501
   Impairment	(882) (22) (904)
   Balance as at September 30, 2025	$ - $ - $ -

6. ‌LEASES

   Right-of-use asset:

   The ROU asset schedules for the period ended September 30, 2025 and year ended December 31, 2024 were as follows:

   Cost	Office Leases	Dispensary Leases	Cultivation Leases	Processing Leases	Total
   Balance at December 31, 2023	$ 437	$ 572	$ 917	$ 932	$ 2,858
   Additions (new leases)	-	1,861	-	-	1,861
   Disposals / terminations	-	(182)	-	-	(182)
   Balance at December 31, 2024	$ 437	$ 2,251	$ 917	$ 932	$ 4,537
   Additions (new leases)	-	214	-	-	214
   Disposals / terminations	-	(110)	-	-	(110)
   Balance at September 30, 2025	$ 437	$ 2,355	$ 917	$ 932	$ 4,641
   Accumulated amortization
   Balance at December 31, 2023	$ 9	$ 134	$ 61	$ 28	$ 232
   Amortization	77	346	246	110	779
   Balance at December 31, 2024	$ 86	$ 480	$ 307	$ 138	$ 1,011
   Amortization	58	363	184	83	688
   Balance at September 30, 2025	$ 144	$ 843	$ 491	$ 221	$ 1,699
   Net book value
   Balance at December 31, 2023	$ 428	$ 438	$ 856	$ 904	$ 2,626
   Balance at December 31, 2024	$ 351	$ 1,771	$ 610	$ 794	$ 3,526
   Balance at September 30, 2025	$ 293	$ 1,512	$ 426	$ 711	$ 2,942

   The total amortization expense for the nine months ended September 30, 2025 was included in operating expenses.

   11.	LEASES (CONTINUED...)
   	Lease liability:
   	Lease liability for the period ended September 30, 2025 and year ended December 31, 2024 were as follows:
   		Total
   	Balance at December 31, 2023	$ 2,755
   	Additions	1,861
   	Disposals	(181)
   	Interest expense	413
   	Lease payments	(1,057)
   	Balance at December 31, 2024	$ 3,791
   	Additions	242
   	Disposals	(108)
   	Interest expense	335
   	Lease payments	(966)
   	Balance at September 30, 2025	$ 3,294
   	Less: current portion	$ (798)
   	Long-term lease liability	$ 2,496

   The following table provides a summary of the lease expenses recognized in the statement of loss for the period ended September 30, 2025 and September 30, 2024:

   	September 30,	2025	September 30,	2024
   Interest expense (included in cost of good sold - property and equipment leasing)	$	314	$	272
   Interest expense (included in general and administrative in operating expenses)	$	21	$	25
   Amortization (included in operating expenses)	$	688	$	520

7. ‌RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the condensed consolidated interim financial statements not disclosed elsewhere in these financial statements are summarized below and include transactions with the following individuals or entities:

Key management personnel

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers, including the Company's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Corporate Secretary. Other related parties include close family members of the Company's Directors and a company that is controlled by a Director.

Remuneration attributed to key management personnel for the period ended September 30, 2025 and September 30, 2024 is summarized as follows:

September 30, 2025 September 30, 2024

Share-based compensation	$	19	$	212
Salaries and wages included in cost of goods sold		155		170
Salaries, wages and commissions included in operating expenses		519		535
Consulting fees included in operating expenses		281		215
Total	$	974	$	1,132

1. RELATED PARTY TRANSACTIONS (CONTINUED...)

   Due from related party:

   The non-current portion of balances due from related parties is as follows:

   September 30, 2025 December 31, 2024

   Beginning Balance	$	1,347 $	1,328
   Payments		(101)	(135)
   Interest Accrued		117	154
   11.5% per annum interest bearing, due on December 31, 2025 from Jason T. Nguyen, Director	$	1,363 $	1,347

   Effective December 31, 2023, Jason T. Nguyen transitioned out of his executive positions with the Company, including resigning from all positions with the Company's subsidiaries and affiliates. Mr. Nguyen remained in his position as a director of the Company and Chairman of the Board of Directors, and Mr. Nguyen stepped down as Chairman of the Board of Directors on August 20, 2024. Concurrently with Mr. Nguyen's resignation from his executive positions, the Company amended the terms of the existing promissory note issued by Mr. Nguyen in favor of the Company, in the principal amount of $1,328 (the "Promissory Note"), to provide for, among other things, the following: (i) an extension to the maturity date of the Promissory Note to the earlier of (x) December 31, 2025, (y) the date in which Mr. Nguyen sells any shares of the Company (subject to limited exceptions), and (z) any change of control of the Company; (ii) an increased interest rate equal to 11.5% per annum, compounded quarterly; (iii) quarterly scheduled interest payments; (iv) a mandatory prepayment of no less than 50% of the Promissory Note in the event the volume weighted average trading price of the Subordinated Voting Shares of the Company reaches a specified threshold, enforceable at the discretion of the Company; and (v) the pledge by Mr. Nguyen of all shares of the Company legally or beneficially owned by Mr. Nguyen as security for the obligations of Mr. Nguyen under the Promissory Note.

   Due to related parties:

   David Johns (Director) was one of the sellers of the App Pharma entities and as such holds a portion of the promissory notes payable for App Pharms Products and App Pharms Processing (Note 15). During the nine months ended September 30, 2025, $31 in interest was accrued on these notes payable. Payment of interest began January 1, 2025. During the nine months ended September 30, 2025 and year ended December 31, 2024, the portion of the promissory notes payable due is as follows:

   	September 30,	2025		December 31, 2024
   Total Current Promissory Note Payable (Director)	$	37	$	37
   Total Non-current Promissory Note Payable (Director)		686		705
   Total Promissory Note Payable (Director)	$	723	$	742
   Interest Payable	$	14	$	53
   Total Interest Payable (Director)	$	14	$	53

   Amounts due to related parties as at September 30, 2025 and December 31, 2024 included the following:

   September 30, 2025 December 31, 2024

   Payables and Accrued Liabilities

   Jason T. Nguyen, Director and former Executive $ 110 $ 474

   Total $ 110 $ 474

   Effective December 31, 2023, the Company agreed to pay Mr. Nguyen a severance in an aggregate amount equal to $948, equal to 24 months of base compensation, with such payments to completed in equal monthly payments.

2. ‌INTANGIBLE ASSETS AND GOODWILL

Identifiable intangible assets consist of the following:

December 31, 2023

Intangible Assets Balance as at

Additions Amortization Balance as at

Balance as at Additions Amortization September 30,

December 31, 2024

2025

Dispensary Licenses	$ 26,755	$ 9,831	$ (3,312) $	33,274	$ 7,996	$ (2,849) $	38,421
Cultivation License	21,702	-	(1,846)	19,856	-	(1,384)	18,472
Processing License	8,230	-	(700)	7,530	-	(525)	7,005
Customer Relationships	2,259	-	(501)	1,758	-	(377)	1,381
Brand Names	2,866	-	(1,186)	1,680	-	(638)	1,042
Patent	180	-	(15)	165	-	(11)	154
Total	$ 61,992	$ 9,831	$ (7,560) $	64,263	$ 7,996	$ (5,784) $	66,475

On April 1, 2025, the Company completed an acquisition (Note 20) whereby $7,996 of intangible assets were acquired.

Goodwill	Balance as at December 31, 2023	Additions	Balance as at December 31, 2024	Additions Se Balance as at 25 ptember 30, 20
Goodwill - Arizona	$ 462	$ -	$ 462	$ - $ 462
Goodwill - Ohio	1,607	3,066	4,673	- 4,673
Total	$ 2,069	$ 3,066	$ 5,135	$ - $ 5,135

At acquisition, goodwill is allocated to the CGUs expected to benefit from the synergies of the business combination in which the goodwill arises. The annual impairment test date is December 31.

‌14.	PAYABLES AND ACCRUED LIABILITIES
	Payables and accrued liabilities consist of the following:
			September 30, 2025		December 31, 2024
	Trade payables	$	5,308	$	3,737
	Income tax payable		5,163		5,379
	Payroll liabilities		648		1,310
	Sales tax payable		625		501
	Accrued liabilities		478		985
	Total payables and accrued liabilities	$	12,222	$	11,912

‌15. NOTES PAYABLE
	EWB	RDF	APP	Standby	Athens	Portsmouth
Note valances at amortized cost	Notes (1)	Acquisition	Notes (3)	Facility (4)	Note (5)	Note (6)
Balance at December 31, 2023	$ 15,344	$ 2,022	$ 5,419	$ -	$ -	$ -
Note principal net of transaction costs	-	-	-	2,000	1,700	350
Interest expense	1,860	149	374	110	76	-
Principal and interest paid	(2,958)	(1,200)	-	(443)	(158)	-

Balance at December 31, 2024 $ 14,246 $ 971 $ 5,793 $ 1,667 $ 1,618 $ 350

Interest expense	1,229	42	1,197	48	81	37
Principal and interest paid	(2,211)	(900)	(1,349)	(1,715)	(178)	(44)
Accretion on debt	-	-	(91)	-	-	-
Balance at September 30, 2025	$ 13,264	$ 113	$ 5,550	$ -	$ 1,521	$ 343
Less: current portion	$ 1,425	$ 113	$ 290	$ -	$ 130	$ 11
Non-current notes payable	$ 11,839	$ -	$ 5,261	$ -	$ 1,391	$ 332

Note balances at fair value	WPCU Loans (2)
Balance at December 31, 2023	$ 13,057
Interest accretion	954
Principal and interest paid	(1,087)
Fair value adjustment	(1,842)
Balance at December 31, 2024	$ 11,082
Interest accretion	704
Principal and interest paid	(815)
Fair value adjustment	8
Balance at September 30, 2025	$ 10,979
Less: current portion	$ 150
Non-current notes payable	$ 10,829

1. ‌NOTES PAYABLE (CONTINUED...)

   1. On July 8, 2022, the Company completed a financing with East West Bank comprised of two promissory notes with gross proceeds of $22,185 and financing costs of $968. The promissory notes are secured by an interest in substantially all of the Company's assets. The first promissory note of $5,000 is subject to an interest rate calculated based on the Wall Street Journal Prime plus a spread of 2.75% (10.25% at September 30, 2025), and are subject to a floor of 6.25%. The second promissory note of $17,185 incurs interest at a fixed rate of 9.59%. Blended payments for principal and accrued interest are due on the 15th day of the calendar month and the promissory notes mature on July 15, 2027. The Company has the right to prepay any or all of the principal balance outstanding at any time. The promissory notes require the Company to maintain certain annual financial covenants including a debt coverage ratio and a debt to tangible net worth ratio. The Company is in compliance with its covenants as of December 31, 2024.

   2. On December 16, 2022, the Company completed a financing with Wright-Patt Credit Union with gross proceeds of

      $10,000 and financing costs of $733 related to its Ohio operations (the "Ohio loan 1"). On March 17, 2023 the Company received an additional $1,000 on the same terms and conditions with net additional closing costs of $9 (the "Ohio loan 2"). The Ohio loans are secured by an interest in certain of the Company's assets in Ohio. The Ohio loans are subject to an interest rate calculated based on the Constant Maturities Rate published by the Federal Reserve Board plus a spread of 5% (9.2% at September 30, 2025), and is subject to a floor of 7.5%. The interest rate is reset on January 1, 2028 to the Constant Maturities Rate plus a spread of 5% at that date. Blended payments for principal and accrued interest are due on the 15th day of the calendar month and the Ohio loans mature on January 1, 2033. The Company has the right to prepay any or all of the principal balance outstanding at any time subject to a penalty of up to 3% of the loan balance. The prepay penalty expires on December 31, 2025.

   3. On January 1, 2023, the Company issued unsecured promissory notes (collectively and, as amended from time to time, the "App Pharms Products and App Pharms Processing Promissory Notes") to (i) the sellers of Appalachian Pharms Products, LLC, in the aggregate principal amount of $2,270 and (ii) the sellers of APP1803, LLC, in the aggregate principal amount of $3,149. The App Pharms Products and App Pharms Processing Promissory Notes have a fixed rate of 8.00%, with accrued interest beginning on January 1, 2024. Principal payments began on January 1, 2025 based on a 20 year amortization schedule. The App Pharms Products and App Pharms Processing Promissory Notes mature on December 31, 2026, and the Company has the right to prepay any or all of the principal balance outstanding at any time.

   4. On May 29, 2024, the Company entered into a loan agreement with certain third-party lenders (collectively, the "Lenders"), including Sopica Special Opportunities Fund Limited (an insider of the Company), pursuant to which the Company has obtained a standby credit facility in the principal amount of up to $2,000 (the "Standby Credit Facility") to provide additional financial flexibility primarily in connection with the Company's working capital investment and dispensary additions in Ohio. Interest on any drawn portion of the Standby Credit Facility accrues at a rate of 12% per annum. Any undrawn amounts are subject to a monthly standby commitment fee equal to 0.25% of such undrawn amounts. All obligations owing under the Standby Credit Facility were converted into a term loan on November 28, 2024, repayable over a period of six months. The Standby Credit Facility matured on May 28, 2025.

   5. On April 8, 2024, the Company completed the acquisition (the "Athens Property Acquisition") of real property associated with a cannabis dispensary in Athens, Ohio. As consideration for the Athens Property Acquisition, the Company has paid aggregate consideration of $2,600, consisting of $900 in cash and the issuance of a promissory note in the principal amount of $1,700 million (the "Athens Promissory Note"). The Athens Promissory Note bears interest at the rate of 7.0% per annum and is repayable over a period of 10 years, maturing on April 4, 2034.

   6. On December 11, 2024, the Company completed the acquisition (the "Portsmouth Property Acquisition") of real property associated with a cannabis dispensary in Portsmouth, Ohio. As consideration for the Portsmouth Property Acquisition, the Company has paid aggregate consideration of $435, consisting of $85 in cash and the issuance of a promissory note in the principal amount of $350 (the "Portsmouth Promissory Note"). The Portsmouth Promissory Note bears interest at the rate of 10.0% per annum and is repayable over a period of 15 years, maturing on December 3, 2039.

2. SHARE CAPITAL

1. Share Capital

   The Company is authorized to issue the following shares:

   • Unlimited common shares ("Subordinated Voting Shares") without par value; and

   • Unlimited Class A common shares with multiple voting rights ("Multiple Voting Shares"), each convertible into 100 Subordinated Voting Shares in accordance with the Company's articles.

     For the period ended September 30, 2025:

   • During the period, the Company issued an aggregate of 241,135 Subordinated Voting Shares upon settlement of 320,836 RSUs, which were settled for a combination of Subordinated Voting Shares and cash equivalent to the

     amount the Company was permitted to withhold under the Company's restricted share unit plan for the remittance of tax related to the settlement of such restricted share units.

2. Warrants

   The following table reflects the continuity of warrants for the period ended September 30, 2025:

   Number of Weighted average

   	warrants	exercise price
   Outstanding, December 31, 2023	11,678,889	CAD 1.34
   Expired	(11,312,980)	CAD 1.37
   Outstanding, December 31, 2024	365,909	CAD 0.50
   Expired	(365,909)	CAD 0.50
   Outstanding, September 30, 2025	-	-

   As at December 31, 2024, the Company had the following share purchase warrants outstanding:

   Outstanding Exercise price Weighted average

   remaining life (years)

   Expiry date

   365,909 CAD 0.50 1.34 May 3, 2025

   16. SHARE CAPITAL (CONTINUED…)

3. Stock options

   The Company has adopted a Stock Option Plan (the "Plan") pursuant to which options may be granted to directors, officers, employees, and consultants of the Company. Under the terms of the Plan, the Company can issue a maximum of 10% of the issued and outstanding Subordinated Voting Shares at the time of the grant, and the exercise price of each option is equal to or above the market price of the Subordinated Voting Shares on the grant date. Options granted under the Plan including vesting and the term, are determined by, and at the discretion of, the Board of Directors.

   The continuity of stock options for the period ended September 30, 2025 is as follows:

   Number of

   options

   Weighted average

   exercise price

   Outstanding, December 31, 2023 5,027,334 CAD 0.89

   Granted 1,122,000 CAD 0.48

   Forfeited (201,800) CAD 0.61

   Outstanding, December 31, 2024 5,947,534 CAD 0.82

   Forfeited (96,250) CAD 0.48

   Outstanding, September 30, 2025 5,851,284 CAD 0.83

   As at September 30, 2025, the Company had the following stock options outstanding:

   Number outstanding	Number exercisable	Exercise price	Weighted average life (years)	Expiry date
   678,000	678,000	CAD 1.00	3.27	January 4, 2029
   200,000	200,000	CAD 1.00	3.62	May 13, 2029
   833,334	833,334	CAD 0.75	4.62	May 12, 2030
   375,000	375,000	CAD 0.75	5.16	November 26, 2030
   235,000	235,000	CAD 1.22	5.27	January 6, 2031
   500,000	500,000	CAD 1.43	5.39	February 19, 2031
   190,000	190,000	CAD 0.58	6.56	April 19, 2032
   10,000	10,000	CAD 0.58	6.73	June 23, 2032
   1,000,000	1,000,000	CAD 1.00	6.90	August 24, 2032
   250,000	250,000	CAD 0.60	6.90	August 24, 2032
   125,000	125,000	CAD 0.50	7.23	December 22, 2032
   270,000	270,000	CAD 0.50	7.48 March 22, 2033
   200,000	200,000	CAD 0.68	7.95 September 11, 2033
   934,950	623,292	CAD 0.48	8.65 May 24, 2034
   50,000	16,667	CAD 0.49	9.09 October 31, 2034

   5,851,284 5,506,293 CAD 0.83 6.08

   16. SHARE CAPITAL (CONTINUED…)

   Total share-based compensation for options was $6 and $39 for the three and nine months ended September 30, 2025, respectively (2024 - $24 and $64, respectively). Additionally, for the three and nine months ended September 30, 2025 the Company recognized $5 and $13 of share-based compensation related to restricted shares units, respectively (2024 -$369 and $576, respectively), for a total of $11 and $52 share-based compensation for the three and nine months ended September 30, 2025, respectively (2024 - $393 and $640, respectively).

   The fair value of the options granted during the period was estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

   	September 30, 2025	December 31, 2024
   Expected volatility	88.47% - 93.62%	88.47% - 93.62%
   Expected option life (years)	1-9	1-9
   Risk-free interest rate	2.70 -3.69%	2.70 -3.69%
   Expected dividend yield	0	0

4. Restricted Share Units

   The Company approved the implementation of a restricted share units (the "RSU") plan on November 12, 2020, which RSU plan is designed to provide certain directors, officers, consultants and other key employees of the Company and its related entities with the opportunity to acquire restricted share of the Company. RSUs may be exercised by any holder of RSU to receive an award payout of either: (a) Subordinated Voting Share of the Company for each whole vested RSU; or

   (b) a cash amount equal to the defined date value of such vested RSU.

   The Company uses the fair value method to recognize the obligation and compensation expense associated with the RSUs. The fair value of RSUs issued is determined on the grant date based on the market price of the Subordinated Voting Share on the grant date multiplied by the number of RSUs granted and taking into account market conditions.

   The fair value is expensed over the vesting term. Upon conversion of the RSU, the carrying amount is recorded as an increase in common share capital and a reduction in the RSU reserve.

   On June 16, 2025, the Company granted 100,000 RSUs to an employee of the Company, which vest in equal annual amounts over a three year period and expire on June 16, 2028.

   The Company recognized $5 and $13 as share-based compensation for the three and nine months ended September 30, 2025, respectively (three and nine months ended September 30, 2024 -$369 and $576, respectively).

   The continuity of RSU for the period ended September 30, 2025 is as follows:
   	Number of RSU's
   Outstanding December 31, 2023	282,158
   Granted	3,363,320
   Forfeited	(42,087)
   Exercised	(3,282,555)
   Outstanding, December 31, 2024	320,836
   Exercised	(320,836)
   Granted	100,000
   Outstanding, September 30, 2025	100,000
   Exercisable, September 30, 2025	-

   1. SHARE CAPITAL (CONTINUED…)

5. Special Advisory Warrants

The continuity of special advisory warrants for the period ended September 30, 2025 is as follows:

	Number of options	Weighted average exercise price
Outstanding, December 31, 2023	1,000,000	CAD 1.00
Expired	(720,000)	CAD 1.00
Outstanding, December 31, 2024 and September 30, 2025	280,000	CAD 1.00

As at September 30, 2025, the Company had the following special advisory warrants outstanding:

Outstanding Exercise price Weighted average

remaining life (years)

Expiry date

280,000 CAD 1.00 2.25 December 31, 2027

As at December 31, 2024 the Company had the following special advisory warrants outstanding:

Outstanding Exercise price Weighted average

remaining life (years)

Expiry date

280,000 CAD 1.00 3.00 December 31, 2027

1. ‌GENERAL AND ADMINISTRATIVE

   The Company's general and administrative expenses for the period ended September 30, 2025 and 2024 consist of the following:

   Three months ended Nine months ended

   	September 30,	September 30,	September 30,	September 30,
   	2025	2024	2025	2024
   Wages and benefits	$ 1,808	$ 1,220	$ 4,721	$ 3,656
   Office	596	865	1,694	2,778
   Rent, property taxes, utilities	164	106	561	344
   Share based compensation	11	393	53	640
   Other	464	428	1,162	1,168
   Total general and administrative	$ 3,043	$ 3,012	$ 8,191	$ 8,586

2. ‌SEGMENTED REPORTING

   The Company's operations consist of a single operating segment engaged in the cultivation, manufacturing, distribution and sale of cannabis within the United States. All revenues are generated in the United States for the period ended September 30, 2025 and 2024 and all material property and equipment and intangible assets are located in the United States.

   The Company defines its major geographic areas as Arizona and Ohio.

   		Arizona	Ohio	Total
   	Balance at September 30, 2024
   	Total revenue	$ 16,274	$ 9,530	$ 25,804
   	Cost of goods sold	(12,993)	(5,360)	(18,353)
   	Gross profit	$ 3,281	$ 4,170	$ 7,451
   	Balance at September 30, 2025
   	Total revenue	$ 15,322	$ 22,317	$ 37,639
   	Cost of goods sold	(13,925)	(11,548)	(25,473)
   	Gross profit	$ 1,397	$ 10,769	$ 12,166
   		Arizona	Ohio	Total
   	Balance at December 31, 2024
   	Property, plant, and equipment	$ 20,710	$ 15,233	$ 35,943
   	Intangible assets	21,543	42,720	64,263
   	Goodwill	462	4,673	5,135
   	Right-of-use assets	470	3,056	3,526
   	Balance at September 30, 2025
   	Property, plant, and equipment	$ 18,971	$ 16,898	$ 35,869
   	Intangible assets	19,210	47,265	66,475
   	Goodwill	462	4,673	5,135
   	Right-of-use assets	322	2,620	2,942
   ‌19.	FAIR VALUE MEASUREMENT

   The fair value of the Company's cash, amounts receivable, net, notes receivable - current portion, payables and accrued liabilities, and due from/to related parties approximate their carrying value, due to their short-term nature. The fair value of other 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. The fair value of notes payable approximate their carrying value due to variable interest rates which represent market value.

   Ohio Loans

   The Ohio Loan was recognized at its estimated fair value at the initial recognition of $11,000 using a discounted cash flow approach. At September 30, 2025, the fair value of the Ohio Loan is $10,979. The fair value of the Ohio Loan was estimated using Level 3 inputs and is most sensitive to changes in market discount rates.

3. ‌FAIR VALUE MEASUREMENT (CONTINUED…)

   Sensitivity Analysis:

   The key inputs used in determining the fair value of the Ohio Loan is as follows:

   September 30, 2025 December 31, 2024

   Key unobservable inputs

   Discount rate 9.91 % 8.85 %

   Assuming all other inputs remain constant, a 2% change in the discount rate used will have the following impact on the fair value of the Ohio Loan at September 30, 2025:

   Discount rates	2%	(2%)
   Increase (decrease)	$ 1,002 $	(1,002)

   The reconciliation of the carrying amounts of financial instruments classified within Level 3 is as follows:

   Balance at December 31, 2023	$ 13,057
   Repayments	(1,087)
   Interest	954
   Change in fair value	651
   Accumulated Other Comprehensive Income	(2,493)
   Balance at December 31, 2024 (Note 15)	$ 11,082
   Repayments	(815)
   Interest	704
   Change in fair value	8
   Balance at September 30, 2025 (Note 15)	$ 10,979

4. ‌OHIO ACQUISITION

   Big Perm Dispensaries

   On April 1, 2025, the Company completed the acquisition of two cannabis dispensaries from Big Perm's Dispensary Ohio, LLC. The primary reason for this acquisition was to expand the retail footprint in Ohio. As part of the closing, Vext paid cash consideration of $2,419. The consideration paid also includes an initial cash payment of $5,300 which was paid before closing and recorded as a prepaid expense on the statement of financial position as at December 31, 2024. Pre-existing relationships in the form of accounts receivable were settled as part of the acquisition and were included in the consideration transferred.

   Assets acquired	April 1, 2025
   Working capital	$ 230
   Property, plant and equipment	2,560
   Intangible assets	7,996
   Deferred taxes	(1,679)
   Loan payable	(992)
   Total identifiable net assets acquired (a)	$ 8,115
   Consideration paid
   Initial cash payment	$ 5,300
   Cash payment on closing	2,419
   Settlement of pre-existing relationships	396
   Total consideration (b)	$ 8,115
   Goodwill (b-a)	-

   Due to the complexity associated with the valuation process and short period of time between the acquisition date and the period end, the identification and measurement of the assets acquired, liabilities assumed and the measurement of consideration is provisional and subject to adjustment on completion of the valuation process and analysis of resulting tax effects. Management will finalize the accounting for the acquisition no later than one year from the date of the respective acquisition date and will reflect these adjustments retrospectively as required under IFRS 3. Differences between these provisional estimates and the final acquisition accounting may occur and these differences could have a material impact on the Company's future financial position and results of operations.

5. UNCERTAIN TAX POSITIONS, CONTINGENCIES, AND COMMITMENTS

   As at September 30, 2025, the Company's originally filed tax returns for the periods 2019-2022 are under audit by the United States Internal Revenue Service to determine the applicability of Internal Revenue Code (IRC) Section 280E. The Company has made reasonable provisions of the most likely amount of additional tax due for these periods based on prior completed tax audits for the periods 2016-2018. These estimations are subject to change as the audit of the tax returns remains ongoing.

   As at September 30, 2025, the Company has no known contingencies. As at September 30, 2025, the Company has no known commitments.

6. ‌MISCELLANEOUS INCOME

   Three months ended Nine months ended

   	September 30,	September 30,	September 30,	September 30,
   	2025	2024	2025	2024
   Vapen KY net proceeds1	$ -	$ -	$ 639	$ -
   Vapen OK recovery2	-	-	300	-
   Other miscellaneous income	136	117	234	185
   Total miscellaneous income	$ 136	$ 117	$ 1,173	$ 185

   1 As announced on April 4, 2025, the Company, together with its local partner, entered into a definitive agreement to sell a medical cannabis processing license in the state of Kentucky.

   2 The Company was able to recover a combination of cash, inventory, and equipment from the discontinued entity Vapen Oklahoma.

7. ‌COMPARATIVE FIGURES

   Certain of the comparative figures have been reclassified to conform with current period presentation.

8. ‌SUBSEQUENT EVENTS

   • On October 1, 2025, the Company completed the ownership transfer of the Portsmouth dispensary and will begin consolidating that location in Q4 2025.