Property asset or share disposition agreement

The TSX Venture Exchange has accepted for filing documentation pertaining to a share and asset purchase agreement dated Nov. 3, 2025, between the company and several parties, whereby the company sold a 66.7-per-cent interest in the capital of A&L Canada Laboratories East Inc., a corporation incorporated under the laws of the Province of Ontario (the assets).

Under the terms of the agreement, the purchasers agreed to acquire the assets from the company in exchange for:

• $4,839,999 (U.S.) cash payment, which was used to retire certain secured debt obligations of the company and certain earnout payments;
• $3,373,000 (U.S.) principal amount in the form of purchasers' notes to the company's holders of $10.9-million (U.S.) of outstanding convertible debentures, who agreed to replace these debentures with notes, RR equity, as defined below, and earnout payment. Under the terms of the notes, the purchasers were required to repay the principal amount plus accrued interest at Canadian prime rate, calculated daily, on maturity, being four years from the effective date of the notes. Interest shall accrue daily and be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed and shall accrue and be capitalized and added to the principal amount on a quarterly basis on the last day of each March, June, September and December until maturity;
• $1.4-million (U.S.) in Rock River Laboratory Inc. (RR) (one of the purchasers) equity to debentureholders;
• $1.02-million (U.S.) cash payment to the company, which will be distributed to the company's shareholders as return of capital; payment of future potential earnout of $570,000 (U.S.) in cash if certain earnout milestones are met.

For more information, please refer to the company's news releases dated Nov. 3, 2025, Dec. 19, 2025, and Feb. 13, 2026.