Quarterly Report for Quarter Ending November 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the Company's financial condition and results of operations should be read in conjunction with the Company's unaudited condensed consolidated financial statements, the notes to those financial statements and other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain forward-looking statements that reflect plans, estimates, intentions, expectations and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the "Risk Factors" in Part II, Item 1A of this Quarterly Report.

The discussion provided in this Quarterly Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended May 31, 2025, filed with the United States Securities and Exchange Commission (the "SEC") on September 2, 2025.

Overview

The Company was incorporated under the laws of the State of Nevada on March 19, 2010. On April 26, 2016, the Company formed a wholly owned subsidiary, Cell MedX (Canada) Corp., ("Cell MedX Canada", or the "Subsidiary") under the laws of the Province of British Columbia.

Effective November 1, 2024, the Company completed a 1-for-15 reverse split (the "Reverse Split") of its common stock. As a result of the Reverse Split, the Company's authorized capital was decreased from 7,500,000,000 shares of common stock with par value of $0.001, of which 297,236,373 shares were outstanding immediately prior to the Reverse Split, to 500,000,000 shares of common stock with par value of $0.001, of which 19,816,272 were outstanding. All share and per-share amounts in this Quarterly Report on Form 10-Q have been retrospectively adjusted.

Concurrent with the Reverse Split, the Company amended its articles of incorporation to change the Company's name from "Cell MedX Corp." to "Stimcell Energetics Inc." (the "Name Change").

Stimcell Energetics Inc. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general health, anti-aging, pain relief, wellness and alleviate complications associated with medical conditions including, but not limited to: diabetes, insulin resistance, high blood pressure, neuropathy and kidney function. Cell MedX (Canada) is engaged in development and manufacturing of therapeutic devices based on the proprietary eBalance® Technology, which harnesses the power of microcurrents and their effects on the human body.

Recent Corporate Developments

In February 2025, the Company announced a new partnership with ADM Tronics Unlimited, Inc. to redesign the Company's proprietary eBalance® microcurrent device, transforming it into a compact, affordable consumer unit optimized for home use, complete with additional diagnostic features. The Company's vision is to redesign its eBalance® to empower individuals to take control of their health from the comfort of home. The new version will be smaller and more cost-effective than its predecessors, making microcurrent technology accessible to a broader audience. Additionally, it will feature additional diagnostics, including a real-time assessment of cellular energy capacity, treatment tracking, and personalized user profiles.

On December 1, 2025, the Company entered into a service agreement with the St. Boniface Hospital Albrechtsen Research Centre, affiliated with the University of Manitoba, and Principal Investigator, Professor Paul Fernyhough, to explore the effects of eBalance® device on mitochondrial function in cultured sensory neurons to further define the physiological action of microcurrents.

Under the agreement, Dr. Fernyhough's team will conduct a series of experiments to assess how eBalance® stimulation influences key aspects of cellular energy production by mitochondria. Using established biological assays in Dr. Fernyhough's laboratory, the study will measure oxygen consumption rates (OCR) to evaluate impacts on the electron transport chain, ATP production, glycolysis, basal respiration, maximal respiration, spare respiratory capacity, coupling efficiency, and proton leak. Additional analyses will quantify enzyme activities such as AMP-activated protein kinase (AMPK) and levels of respiratory proteins through Western blotting. The project, expected to span approximately three months, involves acute and longer-term stimulation of dissociated adult rat dorsal root

ganglia (DRG) neurons under controlled conditions. Replicates will ensure robust statistical analysis, with a comprehensive report provided at the study's conclusion.

Results of Operations for the Three and Six Months ended November 30, 2025 and 2024

Operating results for the three and six months ended November 30, 2025 and 2024, and the changes in the operating results between those periods are summarized in the table below.

	Three Months ended November 30,					Percentage Increase/ (Decrease)	Six Months ended November 30,				Percentage Increase/ (Decrease)
	2025		2024				2025		2024
Operating expenses
Consulting fees	$	34,365		$	34,743	(1.1)%	$	69,195	$	69,637	(0.6)%
Foreign exchange loss		21,548			50,774	(57.6)%		19,779		36,565	(45.9)%
General and administrative expenses		163,598			22,681	621.3%		303,082		39,132	674.5%
Management fees		22,500			22,500	-%		45,000		45,000	-%
Research and development costs		51,035			-	n/a		108,344		-	n/a
Total operating expenses		293,046			130,698	124.2%		545,400		190,334	186.5%
Gain on forgiveness of debt		-			-	n/a		-		(1,569)	(100.0)%
Interest		16,702			8,810	89.6%		29,950		17,662	69.6%
Net loss	$	309,748		$	139,508	122.0%	$	575,350	$	206,427	178.7%

Revenues

The Company did not have any revenue-generating activities during the three and six months ended November 30, 2025 and 2024.

Operating Expenses

During the three months ended November 30, 2025, the Company's operating expenses increased by 124.2% from $130,698 the Company incurred during the three months ended November 30, 2024, to $293,046 incurred during the three months ended November 30, 2025. The largest change was associated with a $140,917 increase in general and administrative expenses, which increased from $22,681 the Company incurred during the three months ending November 30, 2024, to $163,598 during the three months ending November 30, 2025. The main driver of this change was a $134,362 increase in corporate communications, which rose to $135,137 in the current period from $775 in the same period last year. Other notable changes included a $10,560 increase in regulatory fees to $17,678 (November 30, 2024 - $7,118), a $2,008 increase in office expenses to $2,861 (November 30, 2024 - $853), and $1,330 in travel expenses, an expense the Company did not incur in the comparative period. These increases were partly offset by a $7,224 decrease in professional fees, from $7,469 during the comparative period to $245 during the current period ended November 30, 2025. All other expenses included in general and administrative fees remained relatively stable.

The second largest change was associated with $51,035 in research and development fees for the three months ended November 30, 2025. The research and development fees during the current period were associated with the Company's decision to redesign the eBalance® Home device into a compact, affordable consumer unit optimized for home use, which resulted in an engagement of ADM Tronics Unlimited, Inc. During the comparative three months ended November 30, 2024, the development of the eBalance® devices was suspended due to a lack of funding and unfavorable financial position, and therefore the Company had no expenses associated with research and development.

The above increases were in part offset by a $29,226 decrease in foreign exchange loss, driven by a weakening Canadian dollar relative to the U.S. dollar. As of November 30, 2025, the Company recognized a foreign exchange loss of $21,548, compared with $50,774 during the same period in 2024.

Along with the changes in operating expenses mentioned above, the Company also incurred $22,500 in management fees and $34,365 in consulting fees, which remained consistent with the amounts the Company incurred for the three months ended November 30, 2024.

On a year-to-date basis, the Company's operating expenses increased by 186.5% from $190,334 the Company incurred during the six months ended November 30, 2024, to $545,400 the Company incurred during the six months ended November 30, 2025. The most significant changes were as follows:

·General and administrative expenses for the six months ending November 30, 2025, increased by $263,950, or 674.5%, from $39,132 during the six months ending November 30, 2024, to $303,082 during the six months ending November 30, 2025. The main driver of this change was a $249,216 increase in corporate communications, which rose to $254,361 in the current period from $5,145 in the same period last year. Other notable changes included a $14,143 increase in regulatory fees to $25,273 (November 30, 2024 - $11,130) and a $6,015 rise in accounting and audit fees to $16,211 (November 30, 2024 - $10,196). These increases were partly offset by an $8,681 decrease in professional fees, from $10,122 during the comparative period to $1,441 during the current period ended November 30, 2025. All other expenses included in general and administrative fees remained relatively stable.

·The Company incurred $108,344 in research and development fees for the six months ended November 30, 2025. The research and development fees during the current period were associated with the Company's decision to redesign the eBalance® Home device into a compact, affordable consumer unit optimized for home use, which resulted in an engagement of ADM Tronics Unlimited, Inc. During the comparative six months ended November 30, 2024, the development of the eBalance® devices was suspended due to a lack of funding and unfavorable financial position, and therefore the Company had no expenses associated with research and development.

·Foreign exchange loss decreased by $16,786 to a loss of $19,779 for the six months ended November 30, 2025, as compared to a loss of $36,565 for the comparative period ended November 30, 2024. The foreign exchange loss was associated with a weakening Canadian dollar relative to the U.S. dollar.

Along with the changes in operating expenses mentioned above, the Company also incurred $45,000 in management fees and $69,165 in consulting fees, which remained consistent with the amounts the Company incurred for the six months ended November 30, 2024.

Other Items

During the three months ended November 30, 2025, the Company accrued $15,057 (November 30, 2024 - $7,233) in interest associated with outstanding notes payable to related parties and $1,645 (November 30, 2024 - $1,577) in interest accrued on other vendor payables.

During the six months ended November 30, 2025, the Company accrued $27,035 (November 30, 2024 - $14,239) in interest on outstanding notes payable to related parties and $2,915 (November 30, 2024 - $3,423) in interest on other vendor payables. During the six months ended November 30, 2024, the Company discharged an outstanding debt to its vendors due to the balances exceeding the statute of limitations, which resulted in a gain on forgiveness of debt of $1,569. The Company did not have similar transactions during the six months ended November 30, 2025.

Liquidity and Capital Resources

Working Capital

	As at November 30, 2025			As at May 31, 2025			Percentage Increase
Current assets	$	52,345		$	21,222		146.7%
Current liabilities		1,594,639			1,267,508		25.8%
Working capital deficit	$	(1,542,294)		$	(1,246,286)		23.8%

As of November 30, 2025, the Company had a cash balance of $46,159, a working capital deficit of $1,542,294, and cash flows used in operations of $182,280 for the period then ended. During the six months ended November 30, 2025, the Company funded its operations with $214,248 the Company borrowed from its related parties under non-secured lines of credit at 10% annual interest compounded monthly and due on demand.

The Company did not generate sufficient cash flows from its operating activities to satisfy its cash requirements for the six months ended November 30, 2025. The amount of cash generated from the operations to date is significantly less than the Company's current debt obligations. There is no assurance that the Company will be able to generate sufficient cash from operations to repay the amounts owing under the outstanding notes and advances payable, or to service other debt obligations. If the Company is unable to generate sufficient cash flow from operations to repay the amounts owed when due, it may be required to raise additional financing from other sources. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern.

Cash Flows

	Six months ended November 30,
	2025			2024
Cash flows used in operating activities	$	(182,280)		$	(39,436)
Cash flows generated by financing activities		214,248			30,000
Effects of foreign currency exchange on cash		(390)			(158)
Net decrease in cash during the period	$	31,578		$	(9,594)

Net Cash Used in Operating Activities

Net cash used in operating activities during the six months ended November 30, 2025, was $182,280. This cash was primarily used to cover cash operating expenses of $275,923, which were represented by a net loss of $575,350, reduced by non-cash items totaling $299,427, and to decrease accrued liabilities by $11,529. These uses of cash were offset by a $103,759 increase in amounts due to related parties, a $978 increase in accounts payable, and a $435 decrease in other current assets, including GST receivable and prepaid expenses.

Net cash used in operating activities during the six months ended November 30, 2024, was $39,436. This cash was primarily used to cover cash operating expenses of $154,293, which were represented by a net loss of $206,427 reduced by the non-cash items totaling $52,134, to decrease accrued liabilities by $15,699 and to increase other current assets by $1,886. These uses of cash were offset by a $104,081 increase in amounts due to related parties and a $28,361 increase in accounts payable.

Non-cash transactions

During the six months ended November 30, 2025, net loss was affected by the following expenses that did not have any impact on cash used in operations:

·$250,000 (November 30, 2024 - $Nil) in investor relations activities, which were paid for through the issuance of common shares;

·$27,035 (November 30, 2024 - $14,239) in interest accrued on the outstanding notes due to related parties;

·$2,915 (November 30, 2024 - $3,423) in interest accrued on the vendor payables; and

·$19,477 in unrealized foreign exchange loss (November 30, 2024 - $36,041), which resulted from fluctuations of the Canadian dollar, the functional currency of Cell MedX Canada, in relation to the U.S. dollar, the functional currency of the parent company, being also the Company's reporting currency.

·During the comparative period ended November 30, 2024, the Company recognized a $1,569 gain on forgiveness of debt, which was associated with the write-off of debt that exceeded the statute of limitations.

Net Cash Provided by Financing Activities

During the six months ended November 30, 2025, the Company borrowed $200,000 from Mr. Richard Jeffs, the Company's major shareholder and the father of the Company's CEO and President, Mr. David Jeffs, under a revolving credit line, which accumulates interest at 10% per annum compounded monthly and is due on demand. During the same period, the Company borrowed an additional $14,248 from Mrs. Susan Jeffs, the mother of the Company's CEO and President, Mr. David Jeffs, under a revolving credit line that accrues interest at 10% per annum, compounded monthly, and is due on demand.

During the six months that ended November 30, 2024, the Company borrowed $30,000 from its related party in exchange for a 10% note payable due on demand.

Net Cash Used in Investing Activities

The Company did not have any investing activities during the six months ended November 30, 2025 and 2024.

Going Concern

The notes to the Company's unaudited condensed consolidated financial statements as at November 30, 2025, disclose an uncertain ability for the Company to continue as a going concern for the next twelve-month period. The Company's current business operations are in an early development stage and as such, its ability to generate revenue from the operations is very minimal. The Company's research and development as well as marketing plans require large capital expenditures. Due to the financial difficulties the Company had faced, the research and development plans associated with the eBalance® technology were temporarily abandoned. In February 2025, the Company engaged ADM Tronics Unlimited, Inc., a leader in electronic medical device engineering, to redesign eBalance® microcurrent device, transforming it into a compact consumer unit, optimized for home use. Management is planning to support its operations as well as the redesign of the eBalance® microcurrent device through equity or debt financing.

As at November 30, 2025, the Company had accumulated a deficit of $11,436,906 since inception and additional funding will be required to support the operations. The Company's continuation as a going concern depends upon the continued financial support of its shareholders, its ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. The unaudited condensed consolidated interim financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the Company's financial statements.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

An appreciation of the Company's critical accounting policies is necessary to understand its financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact the financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. The Company has applied its critical accounting policies and estimation methods consistently.

Changes in and Disagreements with Accountants on Accounting Procedures and Financial Disclosure

None.