VISION MARINE TECHNOLOGIES INC.

Vision Marine Technologies Inc.

Consolidated statements of financial position

[Going concern uncertainty – see note 2]

(Unaudited)


	As at	As at
	February 28,	August 31,
	2026	2025
	$	$
Assets
Current
Cash and cash equivalents [note 5]	4,061,703	7,418,779
Restricted cash [note 5]	150,000	—
Trade and other receivables [note 6]	564,397	483,184
Income tax receivable	12,761	9,058
Inventories [note 7]	30,237,222	36,871,647
Prepaid expenses and deposits to suppliers [note 7]	3,586,000	3,771,918
Share subscription receivable [note 17]	326,048	28,526
Proceeds receivable from related parties [note 17]	6,556,314	10,389,917
Total current assets	45,494,445	58,973,029
Right-of-use assets [note 8]	9,305,501	7,070,321
Property and equipment [note 9]	2,980,399	3,307,055
Intangibles [note 10]	508,601	481,197
Goodwill [note 4]	190,935	—
Deferred income taxes	10,370	—
Other financial assets	141,587	81,655
Total assets	58,631,838	69,913,257

Liabilities and shareholders’ equity
Current
Trade and other payables [notes 11 & 17]	7,502,634	8,607,790
Provision on onerous contracts	67,195	66,706
Contract liabilities [note 12]	6,372,743	5,674,870
Floor plan financing [note 14]	18,152,523	32,511,664
Amounts due to related parties [note 17]	62,867	—
Current portion of lease liabilities [note 13]	2,498,210	1,666,853
Current portion of long-term debt [note 15]	432,864	657,110
Current portion of derivative liabilities [note 16]	438,672	510,238
Total current liabilities	35,527,708	49,695,231
Lease liabilities [note 13]	7,035,097	5,338,738
Long-term debt [note 15]	1,225,340	1,373,885
Purchase consideration payable to related party [notes 16 and 17]	5,354,308	5,048,506
Deferred income taxes	—	5,895
Total liabilities	49,142,453	61,462,255

Shareholders’ equity
Capital stock [note 18]	73,727,463	67,144,672
Contributed surplus [note 19]	12,337,548	11,785,399
Accumulated other comprehensive income	1,183,405	1,102,489
Deficit	(77,759,031)	(71,581,558)
Total shareholders’ equity	9,489,385	8,451,002
	58,631,838	69,913,257

See accompanying notes

Vision Marine Technologies Inc.

Consolidated statements of changes in equity (deficit)

[Going concern uncertainty – see note 2]

(Unaudited)

For the six-month periods ended February 28,


							Accumulated
							other
					Contributed		comprehensive
	Common shares		Pre-funded warrants		surplus	Deficit	income	Total
	Units	$	Units	$	$	$	$	$
Shareholders’ equity as at August 31, 2024	455	42,001,705	2	28,252	9,411,247	(49,929,565)	717,753	2,229,392
Total comprehensive loss	—	—	—	—	—	(3,720,035)	(416,534)	(4,136,569)
Securities issuance – preferred shares converted [notes 16 and 24]	335	308,692	—	—	—	—	—	308,692
Securities issuance, net of transaction costs of $1,891,037 [note 18]	23,495	17,085,437	1,126	562,500	—	—	—	17,647,937
Securities issuance – pre-funded warrants converted	1,126	562,500	(1,126)	(562,500)	—	—	—	—
Fractional securities issued due to reverse stock split	488	—	—	—	—	—	—	—
Share-based compensation – warrants [note 19]	—	—	—	—	348,552	—	—	348,552
Share-based compensation – stock options [note 19]	—	—	—	—	23,220	—	—	23,220
Shareholders’ equity as at February 28, 2025	25,899	59,958,334	2	28,252	9,783,019	(53,649,600)	301,219	16,421,224

Shareholders’ equity as at August 31, 2025	122,737	67,116,420	2	28,252	11,785,399	(71,581,558)	1,102,489	8,451,002
Total comprehensive loss	—	—	—	—	—	(6,177,473)	80,916	(6,096,557)
Management fees charged to Marine Ventures LLC [note 17]	—	—	—	—	159,269	—	—	159,269
Change in derivative liabilities due to partial settlements of convertible note due to related party [notes 16 and 24]	—	—	—	—	17,578	—	—	17,578
Securities issuance, net of transaction costs of $896,174 [note 18]	708,728	2,770,541	318,750	3,812,250	—	—	—	6,582,791
Securities issuance – pre-funded warrants converted [note 18]	318,750	3,812,250	(318,750)	(3,812,250)	—	—	—	—
Fractional securities issued due to reverse stock split [note 18]	71,416	—	—	—	—	—	—	—
Share-based compensation – RSUs [note 19]	—	—	—	—	30,980	—	—	30,980
Share-based compensation – stock options [note 19]	—	—	—	—	13,131	—	—	13,131
Share-based compensation – warrants [note 19]	—	—	—	—	331,191	—	—	331,191
Shareholders’ equity as at February 28, 2026	1,221,631	73,699,211	2	28,252	12,337,548	(77,759,031)	1,183,405	9,489,385

See accompanying notes

Vision Marine Technologies Inc.

Consolidated statements of comprehensive income (loss)

[Going concern uncertainty – see note 2]

(Unaudited)


				Restated		Restated
				[note 2]		[note 2]
		Three-month		Three-month	Six-month	Six-month
		period ended		period ended	period ended	period ended
		February 28, 2026		February 28, 2025	February 28, 2026	February 28, 2025
		$		$	$	$
Revenues [note 20]		14,531,484		75,009	30,224,328	177,219
Cost of sales [note 7]		10,134,016		78,899	21,628,521	217,333
Gross profit (loss)		4,397,468		(3,890)	8,595,807	(40,114)

Expenses
Research and development		142,315		565,648	219,013	747,549
Selling and marketing expenses		1,802,018		759,290	3,446,227	1,151,128
Office salaries and benefits		2,577,101		674,017	5,131,448	1,026,390
Office and general		1,479,676		335,253	3,024,439	604,460
Professional fees		536,380		638,398	1,265,420	1,438,218
Share-based compensation [note 19]		22,832		10,089	44,111	23,220
Depreciation and amortization		866,173		83,883	1,642,689	167,905
Net finance expense (income) [note 21]		(1,155,106)		(480,335)	17,988	(1,487,453)
		6,271,389		2,586,243	14,791,335	3,671,417

Loss before tax		(1,873,921)		(2,590,133)	(6,195,528)	(3,711,531)
Income taxes
Current tax expense (recovery)		4,039		(8,638)	(1,862)	4,449
Deferred tax expense (recovery)		(13,036)		1,780	(16,193)	4,055
		(8,997)		(6,858)	(18,055)	8,504
Net loss for the period		(1,864,924)		(2,583,275)	(6,177,473)	(3,720,035)

Items of comprehensive loss that will be subsequently reclassified to earnings:
Foreign currency translation differences for foreign operations, net of tax		305,363		(224,398)	80,916	(416,534)
Other comprehensive loss, net of tax		305,363		(224,398)	80,916	(416,534)
Total comprehensive loss for the period, net of tax		(1,559,561)		(2,807,673)	(6,096,557)	(4,136,569)

Weighted average shares outstanding		802,698		16,246	461,892	9,116
Basic and diluted income (loss) per share		(2.32)		(159.01)	(13.37)	(408.08)

See accompanying notes

Vision Marine Technologies Inc.

Consolidated statements of cash flows

[Going concern uncertainty – see note 2]

(Unaudited)

Six-month periods ended February 28,


		2026		2025
				Restated
				[note 2]
		$		$
Operating activities
Net loss for the period		(6,177,473)		(3,720,035)
Depreciation and amortization		1,967,428		244,442
Accretion on long-term debt and lease liability		360,983		24,735
Share-based compensation – options and warrants		375,302		371,772
Shares issued for services		190,788		721,922
Income tax expense (recovery)		(18,055)		8,504
Gain on derivative liabilities [note 16]		(2,911,891)		(2,241,059)
Loss on revaluation of contingent consideration [notes 16 and 17]		466,795		—
Loss on lease termination		44,023		—
Effect of exchange rate fluctuation		60,218		(416,683)
		(5,641,882)		(5,006,402)
Net change in non-cash working capital items
Trade and other receivables		(81,213)		(88,718)
Inventories		6,798,032		(327,266)
Prepaid expenses and deposits to suppliers		185,918		(367,319)
Share subscription receivable		(297,522)		—
Other financial assets		(59,932)		4,395
Trade and other payables		(1,234,551)		(2,571,975)
Contract liabilities		697,873		35,999
Cash provided by (used in) operating activities		366,723		(8,321,286)

Investing activities
Business acquisition – net of cash acquired		27,616		—
Additions to property and equipment		(319,656)		(23,939)
Additions to intangibles		(83,670)		(37,738)
Proceeds received from related parties on sale of real estate [note 17]		3,833,603		—
Cash provided by (used in) investing activities		3,457,893		(61,677)

Financing activities
Increase in floor plan financing		132,102		—
Repayment of floor plan financing		(14,491,243)		—
Decrease (increase) in restricted cash [note 5]		(150,000)		—
Increase in long-term debt		251,620		207,161
Repayment of long-term debt		(798,505)		(272,693)
Repayment of purchase consideration		(1,723)		—
Change in amounts due to related parties		(12,133)		(75,146)
Issuance of Voting Common Shares and warrants [note 18]		9,259,809		19,141,579
Repayment of lease liabilities		(1,371,619)		(50,949)
Cash provided by (used in) financing activities		(7,181,692)		18,949,952

Net increase (decrease) in cash during the period		(3,357,076)		10,566,989
Cash and cash equivalents, beginning of period		7,418,779		46,791
Cash and cash equivalents, end of period		4,061,703		10,613,780

See accompanying notes

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. These condensed interim consolidated financial statements as at and for the three-month and six-month periods ended February 28, 2026 do not include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate. Such adjustments could be material.

Basis of measurement

These condensed interim consolidated financial statements are presented in U.S. dollars and were prepared on a historical cost basis.

Basis of consolidation

The condensed interim consolidated financial statements include the accounts of the Company and the subsidiaries that it controls. Control exists when the Company has the power over the subsidiary, when it is exposed or has rights to variable returns from its involvement with the subsidiary and when it has the ability to use its power to affect its returns. Subsidiaries that the Company controls are consolidated from the effective date of acquisition up to the effective date of disposal or loss of control.

Details of the Company’s significant subsidiaries at the end of the reporting period are set out below.


				Country of		Proportion of
				incorporation		ownership held
Name of subsidiary		Principal activity		and operation		by the Company
7858078 Canada Inc.		Owns an electric boat rental center		Canada		100	%
NVG Holdings Inc.		Holding company		United States		100	%
Nautical Ventures Group Inc.		Operates a boat retailing business		United States		100	%
Nautical Ventures North LLC		Operates a boat retailing business		United States		100	%
Nautical Ventures Marine LLC		Operates a boat retailing business		United States		100	%
NV Marina LLC		Operates a boat retailing business		United States		100	%
Nautical Ventures West LLC		Operates a boat retailing business		United States		100	%
Nautical Ventures Panhandle LLC		Operates a boat retailing business		United States		100	%
Vision Watersports Corp.		Operates a boat retailing business		United States		100	%
EB Rental Ventura Corp.		Operates an electric boat rental center		United States		100	%
EB Rental FL Corp.		Operates an electric boat rental center		United States		100	%
EBR Palm Beach Inc.		Operates an electric boat rental center		United States		100	%
Vision Marine Technologies Corp.		Operates an electric boat service center		United States		100	%

Change in presentation currency

The functional currency of the Company on a stand-alone basis remains the Canadian dollar. The functional currency of 7858078 Canada Inc. is the Canadian dollar, while the functional currency for NVG Holdings Inc., Nautical Ventures Group Inc., Nautical Ventures North LLC, Nautical Ventures Marine LLC, NV Marina LLC, Nautical Ventures West LLC, Nautical Ventures Panhandle LLC, Vision Watersports Corp., EB Rental Ventura Corp., EB Rental FL Corp., EBR Palm Beach Inc., Vision Marine Technologies Corp. is the U.S. dollar. Effective June 20, 2025, the Company changed its presentation currency from Canadian dollars to U.S. dollars. The change was made to enhance the relevance and reliability of the Company’s financial reporting given its increased U.S. operations resulting from the acquisition of NVG.

In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company’s presentation currency and, accordingly, the comparative figures for the three-month period ended November 30, 2024 have been restated (including in the notes to the condensed interim consolidated financial statements).

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, comparative financial information has been translated into U.S. dollars as follows:

●

assets and liabilities at closing exchange rates at the respective reporting dates;

●

equity transactions at historical exchange rates; and

●

income and expenses at average exchange rates for the respective periods.

Resulting translation differences were recognized in accumulated other comprehensive income.

The following table reconciles the movement in accumulated other comprehensive income for the periods presented:


		Three-month		Three-month		Six-month		Six-month
		period ended		period ended		period ended		period ended
		February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
		$		$		$		$

Opening balance		878,042		525,617		1,102,489		717,753
Foreign currency translation differences for Canadian dollar functional currency operations		305,363		(224,398)		80,916		(416,534)
		1,183,405		301,219		1,183,405		301,219

The exchange rates for the currencies used in the preparation of the interim condensed consolidated financial statements were as follows:


						Average exchange rate for the
		Exchange rate as at:				six-month period ended
		February 28,		August 31,		February 28,		February 28,
		2026		2025		2026		2025

Canadian dollar		0.7330		0.7138		0.7219		0.7161

Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Areas where judgments, estimates and assumptions are considered significant to the condensed interim consolidated financial statements remain unchanged to the 2025 annual financial statements.

Reverse stock splits

On January 14, 2026, the Company implemented a reverse stock split, consolidating every 40 Voting Common Shares into 1 Voting Common Share. In accordance with IFRS, all references to common shares, Pre-Funded Warrants, Series A and B Convertible Preferred Shares, warrants and options have been adjusted to reflect this reverse stock split. Comparative references to the above have also been adjusted to reflect the reverse stock split.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

Purchase Price Allocation

The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date:


		Fair Value
Item		$
Cash acquired		27,616
Inventories		144,483
Trade and other payables		(129,395)
Advances from related parties		(75,000)
Long-term debt		(158,639)
Net identifiable assets (liabilities)		(190,935)

The reconciliation to the consideration transferred is as follows:


		$
Net identifiable assets (liabilities)		(190,935)
Goodwill arising on acquisition		190,935
Total consideration transferred		—

Goodwill

Goodwill of $190,935 arising from the acquisition is attributable primarily to expected synergies from the integration of the acquired operations, the assembled workforce, and the strategic benefits of expanding the Company’s watersports retail platform.

No separately identifiable intangible assets were recognized as part of the acquisition.

Contribution to Results

From the acquisition date to February 28, 2026, the acquired business contributed revenues of $1,321,933 and a net loss of $178,883 to the Company’s consolidated results.

Pro Forma Information

Given the immaterial nature of the acquisition, pro forma revenue and earnings of the combined entity as if the acquisition had occurred at the beginning of the reporting period have not been presented.

5. Cash and cash equivalents

Cash and cash equivalents exclude amounts that are restricted as to use. As at February 28, 2026, restricted cash of $150,000 [August 31, 2025 – nil] relates to collateral pledged in support of an irrevocable standby letter of credit (“ILOC”) [notes 14 and 25].

In accordance with IAS 7, restricted cash is not included in cash and cash equivalents for purposes of the consolidated statement of cash flows. Movements in restricted cash are presented within financing activities.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

6. Trade and other receivables


		As at	As at
		February 28,	August 31,
		2026	2025
		$	$
Trade receivables		360,748	424,686
Sales taxes receivable		178,925	52,518
Other receivables		24,724	5,980
		564,397	483,184

Trade receivables disclosed above include amounts that are past due at the end of the reporting period for which the Company has not recognized an allowance for expected credit losses because there has not been a significant change in credit quality and the amounts are still considered recoverable.

As at February 28, 2026, trade receivables of $360,748 [August 31, 2025 – $424,686] were past due but not impaired. They relate to customers with no default history.

The aging analysis of these receivables is as follows:


		As at	As at
		February 28,	August 31,
		2026	2025
		$	$
0 – 30		38,010	83,975
31 – 60		12,242	42,775
61 – 90		9,071	—
91 and over		301,425	297,936
		360,748	424,686

There were no movements in the allowance for expected credit losses for the three-month and six-month periods ended February 28, 2026 and the year ended August 31, 2025.

7. Inventories


		As at	As at
		February 28,	August 31,
		2026	2025
		$	$
Raw materials		5,181,287	6,037,481
Work-in-process		1,324,697	1,570,095
Finished goods		23,731,238	29,264,071
		30,237,222	36,871,647

For the three-month and six-month periods ended February 28, 2026, inventories recognized as an expense amounted to $10,134,016 and $21,628,521 respectively [February 28, 2025 – $78,899 and $217,333 respectively].

For the three-month and six-month periods ended February 28, 2026, cost of sales includes depreciation of $7,802 and $15,779 respectively [February 28, 2025 – $10,706 and $19,359 respectively].

As at February 28, 2026, prepaid expenses included deposits to suppliers for future inventory purchases of $2,690,461 [August 31, 2025 – $2,693,822].

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

As at February 28, 2026, included in deposits to suppliers is $1,352,574 related to advance payments made to a battery supplier. The Company is currently involved in a dispute with this supplier relating primarily to delivery timing and certain contractual matters. While the matter remains ongoing, the supplier continues to produce and deliver batteries under the existing arrangements, and there is no indication at this time that the contractual relationship has been terminated or that the supplier is unable to fulfill its obligations. Management has assessed the recoverability of these deposits based on the current status of production, expected delivery schedules, and the Company’s planned utilization of the batteries in its operations. Based on this assessment, management believes that the deposits remain recoverable and, accordingly, no impairment has been recognized as at February 28, 2026. However, as the outcome of the dispute is not yet resolved, there remains a degree of uncertainty, and any changes in the underlying facts and circumstances could impact this assessment in future periods.

8. Right-of-use assets



		Premises	Moulds	Rolling stock	Total
		$	$	$	$
Cost
Balance at August 31, 2024		106,780	49,983	126,037	282,800
Additions		—	—	87,604	87,604
Disposals		—	—	(57,747)	(57,747)
Business acquisition		8,120,517	—	—	8,120,517
Currency translation		—	(799)	(1,471)	(2,270)
Balance at August 31, 2025		8,227,297	49,184	154,423	8,430,904
Additions		3,815,359	—	28,566	3,843,925
Disposals		(893,404)	—	(28,088)	(921,492)
Currency translation		—	135	586	721
Balance at February 28, 2026		11,149,252	49,319	155,487	11,354,058

Accumulated depreciation
Balance at August 31, 2024		37,818	6,248	45,415	89,481
Depreciation		241,431	24,535	53,075	319,041
Disposals		—	—	(24,061)	(24,061)
Business acquisition		976,122	—	—	976,122
Balance at August 31, 2025		1,255,371	30,783	74,429	1,360,583
Depreciation		1,225,311	12,357	36,771	1,274,439
Disposals		(558,377)	—	(28,088)	(586,465)
Balance at February 28, 2026		1,922,305	43,140	83,112	2,048,557
Net carrying amount
As at August 31, 2025		6,971,926	18,401	79,994	7,070,321
As at February 28, 2026		9,226,947	6,179	72,375	9,305,501

During the year ended August 31, 2025, the Company acquired NVG which resulted in the acquisition of the subsidiary’s right-of-use assets. As a result, the Company acquired right-of-use assets with a net book value of $7,144,395.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

9. Property and equipment


		Machinery
		and		Rolling		Computer				Leasehold		Boat
		equipment		stock		equipment		Moulds		improvements		rental fleet		Total
		$		$		$		$		$		$		$
Cost
Balance at August 31, 2024		325,120		35,473		19,228		830,539		276,973		214,450		1,701,783
Additions		185,167		—		4,379		—		32,853		4,948		227,347
Transferred to inventory		—		—		—		—		—		(86,455)		(86,455)
Business acquisition		2,367,675		758,754		392,113		—		311,969		—		3,830,511
Currency translation		(2,146)		(152)		(47)		(13,072)		(2,121)		(3,833)		(21,371)
Balance at August 31, 2025		2,875,816		794,075		415,673		817,467		619,674		129,110		5,651,815
Additions		159,035		119,619		—		—		41,002		—		319,656
Disposals		(307,546)		(210,159)		(111,687)		—		(42,541)		—		(671,933)
Transferred to inventory		—		—		—		—		—		(22,282)		(22,282)
Currency translation		1,954		42		30		4,913		421		784		8,144
Balance at February 28, 2026		2,729,259		703,577		304,016		822,380		618,556		107,612		5,285,400

Accumulated depreciation
Balance at August 31, 2024		207,622		27,156		16,574		114,875		160,930		4,644		531,801
Depreciation		102,318		27,476		21,867		32,409		94,793		22,736		301,599
Transferred to Inventory		—		—		—		—		—		(5,325)		(5,325)
Business acquisition		758,843		476,157		196,172		—		85,513		—		1,516,685
Balance at August 31, 2025		1,068,783		530,789		234,613		147,284		341,236		22,055		2,344,760
Depreciation		347,307		168,856		35,403		16,145		61,722		5,899		635,332
Disposals		(330,570)		(210,159)		(88,663)		—		(42,541)		—		(671,933)
Transferred to inventory		—		—		—		—		—		(3,158)		(3,158)
Balance at February 28, 2026		1,085,520		489,486		181,353		163,429		360,417		24,796		2,305,001

Net carrying amount
As at August 31, 2025		1,807,033		263,286		181,060		670,183		278,438		107,055		3,307,055
As at February 28, 2026		1,643,739		214,091		122,663		658,951		258,139		82,816		2,980,399

During the year ended August 31, 2025, the Company acquired NVG which resulted in the acquisition of the subsidiary’s property and equipment. As a result, the Company acquired property and equipment with a net book value of $2,313,826.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

10. Intangible assets


		Intellectual						Trade
		Property		Software		Patents		name		Backlog		Website		Total
		$		$		$		$		$		$		$
Cost
Balance at August 31, 2024		772,225		76,181		46,932		77,335		62,794		14,872		1,050,339
Additions		—		—		99,407		—		—		—		99,407
Business acquisition		—		—		—		270,448		—		—		270,448
Currency translation		(7,542)		270		(1,403)		26		—		—		(8,649)
Balance at August 31, 2025		764,683		76,451		144,936		347,809		62,794		14,872		1,411,545
Additions		—		—		83,670		—		—		—		83,670
Currency translation		184		204		993		10		—		—		1,391
Balance at February 28, 2026		764,867		76,655		229,599		347,819		62,794		14,872		1,496,606

Accumulated depreciation
Balance at August 31, 2024		276,363		38,204		947		42,055		40,817		8,180		406,566
Depreciation		82,806		10,337		8,464		26,182		12,560		2,976		143,325
Impairment loss		380,457		—		—		—		—		—		380,457
Balance at August 31, 2025		739,626		48,541		9,411		68,237		53,377		11,156		930,348
Depreciation		2,322		4,669		8,127		34,771		6,280		1,488		57,657
Balance at February 28, 2026		741,948		53,210		17,538		103,008		59,657		12,644		988,005

Net carrying amount
As at August 31, 2025		25,057		27,910		135,525		279,572		9,417		3,716		481,197
As at February 28, 2026		22,919		23,445		212,061		244,811		3,137		2,228		508,601

During the year ended August 31, 2025, the Company acquired NVG which resulted in the recognition of the subsidiary’s brand name as an intangible asset valued at $270,448.

During the six-month period ended February 28, 2026, the Company completed three patent applications for a cash consideration of $83,670. During the year ended August 31, 2025, the Company completed seven patent applications for a cash consideration of $99,407.

During the year ended August 31, 2025, the Company identified indicators of impairment relating to the intellectual property (“IP”) associated with its E-Motion™ Electric Powertrain System. The impairment is primarily due to the limited historical revenues generated from this technology and updated cash flow projections. In accordance with IAS 36, Impairment of Assets, the Company estimated the recoverable amount of the IP as the higher of value-in-use and fair value less costs of disposal. In addition, the Company performed a calculation of the recoverable amount using an income approach under the relief-from-royalty method. Based on this analysis, the recoverable amount of the IP was determined to be $25,057, compared to a carrying amount of $411,690, resulting in the recognition of an impairment loss of $380,457 during the year.

11. Trade and other payables


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Trade payables		6,868,590		8,050,660
Related party interest payable [note 16]		7,344		6,058
Sales tax payable		47,331		—
Salaries, vacation and other employee benefits payables		579,369		551,072
		7,502,634		8,607,790

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

12. Contract liabilities


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Opening balance		5,674,870		613,477
Payments received in advance		29,990,131		12,195,155
Payments reimbursed		(560,104)		(16,000)
Transferred to revenues		(28,738,099)		(11,781,960)
Business acquisition		—		4,675,341
Currency translation		5,945		(11,143)
Closing balance		6,372,743		5,674,870

13. Lease liabilities


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Opening balance		7,005,591		192,566
Additions		3,843,925		87,604
Repayment		(1,371,619)		(492,496)
Interest on lease liability		344,002		41,478
Lease termination		(291,004)		(34,926)
Business acquisition		—		7,213,676
Currency translation		2,412		(2,311)
Closing balance		9,533,307		7,005,591

Current		2,498,210		1,666,853
Non-current		7,035,097		5,338,738
		9,533,307		7,005,591

Future undiscounted lease payments as at November 30, 2025 are as follows:


		$
Less than one year		3,188,383
One to five years		7,882,335
		11,070,718

Included in rent expense for the three-month and six-month periods ended February 28, 2026 were $225,042 and $659,388 respectively of short-term lease expense [February 28, 2025 – $110,344 and $222,406 respectively]. As at February 28, 2026, the lease liabilities have a weighted average interest rate of 8.20% [August 31, 2025 – 7.93%).

14. Floor plan financing

The Company finances most of its new and certain of its used boat inventory through standardized floor plan facilities with either various financial institutions and manufacturer-affiliated finance companies or directly with individual manufacturer-affiliated finance companies and other lending institutions. The new and used boat floor plan facilities bear interest at variable rates based on either SOFR or prime rates, depending on the lender arrangement. The weighted average interest rate on floor plan facilities was 9.7% as of August 31, 2025. The new and used boat floor plan facilities are collateralized by boat inventory and other assets. The vehicle floor plan facilities contain a number of covenants, including, among others, covenants restricting the Company with respect to the creation of liens and changes in ownership, officers and key management personnel.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

Prior to the Company’s acquisition of NVG, NVG had not been compliant with all covenants of its floor plan and mortgage lenders due to the change of ownership when NVG purchased 86% of the shares held by a founding shareholder in 2023 as well as the change of ownership that has occurred with acquisition of 100% of NVG by the Company. In addition, NVG had not been compliant with the covenant requiring threshold Debt Service Coverage Ratios due to the reduced margins throughout 2024 caused by excessive dealer inventory levels, fierce competition and high floor plan interest triggering technical defaults with five of its lenders, namely:

●

Wells Fargo Commercial Finance

●

Bank of Montreal (BMO)

●

Valley National Bank

●

Shore Premier/Centennial Bank

●

Northpoint Commercial Finance

At the Acquisition Date, all of the above lenders, except for Wells Fargo Commercial Finance, had consented to the change of ownership and signed forbearance agreements as the Company regains profitability and updates documentation with all lenders post-acquisition. The floor plan owed to Wells Fargo Commercial Finance in the amount of $1,907,751 was assumed by one of the Company’s suppliers, Beneteau Group. The Company remains in good standing with all of its current floor plan lenders at February 28, 2026.

During the six-month period ended February 28, 2026, the Company entered into a floor plan financing arrangement with Yamaha Motor Finance Corporation (“Yamaha”), providing for a revolving credit facility of up to $300,000. In connection with this facility, the Company obtained an ILOC of $150,000 issued by its banking partner in favor of Yamaha [note 25]. The ILOC is secured by restricted cash of $150,000 [note 5], which is held in a segregated account and is not available for general operating purposes. The requirement to maintain restricted cash reduces the Company’s available liquidity. Management continues to monitor its liquidity position and compliance with financing arrangements on an ongoing basis.

The table below summarizes the movement in the floor plan financing during the six-month period ended February 28, 2026 and the fiscal year ended August 31, 2025:


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Opening balance		32,511,664		—
Proceeds received from floor plan lenders		132,102		1,069,341
Payments reimbursed to floor plan lenders		(14,491,243)		(10,531,983)
Business acquisition		—		41,974,306
Closing balance		18,152,523		32,511,664

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

15. Long-term debt


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Term loans, bearing interest at rates varying between 9.44% and 13.87%, repayable in monthly instalments of $13,609, ending December 2026		—		189,864
Equipment loan bearing interest at 7% per annum repayable in monthly instalments of $8,154 maturing July 11, 2030		370,828		397,680
Equipment loan bearing interest at 6.75% per annum repayable in monthly instalments of $15,947 maturing June 1, 2030		705,347		775,740
Promissory note bearing interest at variable rates repayable in monthly instalments of $25,000 maturing May 15, 2026		65,000		200,042
Small Business Administration loan bearing interest at 3.75% repayable in monthly instalments of principal and interest of $730, maturing in September 2050		150,000		—
Small Business Administration interest-free loan repayable in monthly instalments of $1,000		144,693		149,029
Equipment loans from First Horizon Bank averaging interest at 4.53% with varying maturities extending between September 2025 and January 2028		176,248		252,795
Automobile loans bearing interest at rates varying between 0% to 1.9% per annum extending between May 2026 and February 2028		46,088		65,845
		1,658,204		2,030,995
Current portion of long-term debt		432,864		657,110
		1,225,340		1,373,885

16. Derivative liabilities

Warrants issued to common shareholders

On April 19, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 9 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $227,340.00.

On June 16, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 11 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $218,700.00.

On August 2, 2023, as part of a share subscription, the Company issued warrants with the option to purchase 14 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $218,700.00.

On September 20, 2023, as part of a share subscription (note 23), the Company issued warrants with the option to purchase 8 Voting Common Shares of the Company for a period of three years from the grant date at an original exercise price of $218,700.00.

On December 13, 2023, the Company agreed to reduce the exercise price of 65 of its previously issued warrants to $56,700.00.

On January 14, 2025, as part of a share subscription, the Company issued warrants with the option to purchase 5,885 Voting Common Shares of the Company for a period of five and a half years from the grant date at an exercise price of $600.00.

On December 19, 2025, as part of a share subscription, the Company issued warrants with the option to purchase 400,008 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $15.00.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

The table below lists the assumptions used to determine the fair value of these warrant grants or issuances. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.


		Original						Risk-free
		Exercise		Market		Expected		interest		Expected
		price		price		volatility		rate		life
Issuance date		$		$		%		%		(years)
April 19, 2023		227,340.00		223,830.00		75		3.9		3
June 16, 2023		218,700.00		224,640.00		75		4.1		3
August 2, 2023		218,700.00		207,360.00		75		4.8		3
September 20, 2023		218,700.00		177,120.00		75		4.8		3
January 14, 2025		600.00		560.00		99		4.4		5.5
December 19, 2025		15.00		10.02		127		3.7		5


				Number of		Weighted average
		Revised		warrants		remaining
		Exercise price		outstanding		contractual life
Issuance date		$		#		(years)
April 19, 2023		56,700.00		9		0.14
June 16, 2023		56,700.00		11		0.30
August 2, 2023		56,700.00		14		0.42
September 20, 2023		56,700.00		8		0.56
January 14, 2025		600.00		5,885		4.38
December 19, 2025		15.00		400,008		4.81

As at February 28, 2026, the derivative liabilities related to the warrants issued to common shareholders amounted to $430,032 [August 31, 2025 – $125,227]. For the three-month and six-month periods ended February 28, 2026, the Company allocated transaction costs of $440,584 related to the warrants issued during the period, which were recorded in net finance expense (income) [February 28, 2025 – $343,163] [note 21].

The table below summarizes the movement in the derivative liabilities related to the warrants issued to common shareholders during the six-month period ended February 28, 2026 and the fiscal year ended August 31, 2025:


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Opening balance		125,227		22,655
Additions		2,867,806		2,215,564
Change in estimate of fair value		(2,553,068)		(2,181,781)
Currency translation		(9,933)		68,789
Closing balance		430,032		125,227

For the three-month period ended February 28, 2026, the Company recorded a gain of $2,527,974 related to the valuation of these instruments in net finance expense (income) [February 28, 2025 – $992,193] [note 21]. For the six-month period ended February 28, 2026, the Company recorded a gain of $2,553,068 related to the valuation of these instruments in net finance expense (income) [February 28, 2025 – $1,014,079] [note 21].

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

The table below summarizes the movement in the derivative liabilities related to the Series A Convertible Preferred Shares including the related warrants and option to purchase additional Series A Convertible Preferred Shares and related warrants during the six-month period ended February 28, 2026 and the fiscal year ended August 31, 2025:


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Opening balance		—		514,589
Revaluation at the end of the period		—		(901,504)
Accelerated amortization of the deferred loss during the period		—		576,209
Voluntary conversions to Voting Common Shares during the period		—		(100,610)
Forced conversions to Voting Common Shares during the period		—		(71,784)
Currency translation		—		(16,900)
Closing balance		—		—

For the three-month and six-month periods ended February 28, 2026, the Company recorded a gain of nil and nil respectively [February 28, 2025 – $29,344 and $325,294 respectively], related to the valuation of these instruments in net finance expense (income) [note 21]. Included in this gain is the accelerated amortization of the deferred loss at issuance. The portion of this balance that was applicable to the Series A Convertible Preferred Shares was written off completely at November 30, 2024 because the amount of the deferred loss balance at that date exceeded the fair value attributable to these instruments at that date. As such, the Company recorded an accelerated loss of nil on these instruments for the six-month period ended February 28, 2026 [February 28, 2025 – $576,207].

Series B Convertible Preferred Shares

On December 13, 2023, the Company authorized the issuance of Series B Convertible Preferred Shares. This class of shares ranked senior to the Voting Common Shares but retained no voting rights. They had a stated value of $1,000 per share and were convertible into Voting Common Shares of the Company at the election of the holder at any time at a price of $56,700.00 per share, exercise price subject to adjustment. The Series B Convertible Preferred Shares were convertible at the election of its holder into that number of Voting Common Shares determined by dividing its stated value (plus any and all other amounts which may be owing in connection therewith) by the exercise price, subject to certain beneficial ownership limitations which prohibited any holder from converting into an amount of Voting Common Shares that would cause such holder to beneficially own more than 4.99% of the then outstanding Voting Common Shares). On the one-year anniversary of the original issuance date, the Series B Convertible Preferred Shares automatically converted into Voting Common Shares at the lesser of the then exercise price, and 80% of the average volume-weighted average price of the Company’s Voting Common Shares during the five trading days ending on, and including, such date. The conversion price for the Series B Convertible Preferred Shares had a floor of $16,200.00. The holder also received 1 warrant to purchase Voting Common Shares per $1,000 stated value of the Series B Convertible Preferred Shares held that are exercisable for a period of 5 years from the issuance date at a price of $56,700.00 per share.

On January 17, 2024, the Company issued 3,000 Series B Convertible Preferred Shares and 53 warrants to purchase Voting Common Shares for a total cash consideration of $3,000,000. For the fiscal year ended August 31, 2024, the Company incurred transaction costs of $676,621 related to this issuance.

On January 17, 2025, the Company forced the conversion of 3,000 Series B Convertible Preferred Shares into 186 Common Shares at a value of $136,298 [note 18].

Given the variability associated with the various components of this instrument, these instruments were recorded as derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates. The fair value was determined using the Monte Carlo simulation run under the Geometric Brownian Motion. Since the fair value is based on valuation using unobservable market inputs, the Company did not recognize the loss on initial recognition. The difference between the fair value at initial recognition and the transaction price was deferred and is recognized over time based on the individual terms of each financial instrument. This difference determined was due to delays in negotiations, the changes in the capital market and the Company’s liquidity situation.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

The table below summarizes the movement in the derivative liabilities related to the Series B Convertible Preferred Shares including the related warrants during the six-month period ended February 28, 2026 and the fiscal year ended August 31, 2025:


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Opening balance		673		1,078,936
Revaluation at the end of the period		1,633		(1,482,319)
Accelerated amortization of the deferred loss during the period		—		580,881
Forced conversions to Voting Common Shares during the period		—		(136,298)
Currency translation		30		(40,527)
Closing balance		2,336		673

For the three-month and six-month periods ended February 28, 2026, the Company recorded a loss of $1,817 and $1,633 respectively [February 28, 2025 – loss of $110,865 and a gain of $769,590 respectively], related to the valuation of these instruments in net finance expense (income) [note 21]. Included in this gain is the accelerated amortization of the deferred loss at issuance. The portion of this balance that was applicable to the Series B Convertible Preferred Shares was written off completely at November 30, 2024 because the amount of the deferred loss balance at that date exceeded the fair value attributable to these instruments at that date. As such, the Company recorded an accelerated loss of nil on these instruments for the six-month period ended February 28, 2026 [February 28, 2025 – $565,436].

Purchase consideration – NVG acquisition

As part of the NVG acquisition [note 4], the Company entered into the following financial instruments:

●

The Initial Convertible Note is a convertible promissory note which was issued to Roger Moore, a related party [note 17], on June 20, 2025 for $4 million, with a maturity date of June 20, 2027. The convertible note accrues interest at 6.0% per annum and has monthly interest payments of $20,000. The convertible note can be converted at anytime to Voting Common Shares of the Company at an exercise price of $344.96.

●

The Subsequent Convertible Note is a convertible promissory note which is expected to be issued to Roger Moore, a related party [note 17], for $2 million with a term of 36 months. The convertible note will accrue interest at 6.0% per annum and have monthly interest payments of $10,000. The convertible note will be convertible at anytime to Voting Common Shares of the Company at an exercise price of $344.96. The issuance is contingent on the outcome of certain legal claims against NVG. A 50% probability was assigned to the issuance of this instrument.

●

The Real Estate Note is a convertible promissory note which was issued to Roger Moore, a related party [note 16], on October 21, 2025 following completion of certain real estate transactions [note 17], for $2 million with a term of 36 months. The convertible note accrues interest at 6.0% per annum and has monthly interest payments of $10,000. The convertible note will be convertible at anytime to Voting Common Shares of the Company at an exercise price of $344.96.

●

The Share Consideration consists of up to 6,376 Voting Common Shares of the Company to be issued to Roger Moore, a related party [note 17]. The issuance is contingent on the completion of certain real estate transactions [note 17].

The Initial Convertible Note, the Subsequent Convertible Note and the Real Estate Note contain embedded conversion features which require bifurcation into debt and option components in accordance with IAS 32 and IFRS 9. On June 20, 2025, the acquisition date of NVG, the fair value of each component was determined in accordance with IFRS 13 using valuation techniques consistent with those applied by an independent valuation specialist.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

The debt components were valued using a discounted cash flow model based on the contractual interest and principal payments, discounted using credit-adjusted market yields reflective of the Company’s estimated unsecured borrowing rate and observable credit spreads for CCC-rated U.S. Consumer Discretionary issuers with similar maturities. Where applicable, present-value adjustments were applied to instruments expected to be issued at a future date.

The conversion option components were valued using a Black-Scholes option pricing model, which incorporated Level 3 inputs including:

●

the Company’s quoted share price on the valuation date;

●

expected volatility based on historical daily, weekly and monthly volatility observations for the Company and comparable issuers;

●

risk-free interest rates derived from U.S. Treasury yields with maturities matching each instrument’s expected life;

●

expected terms to maturity consistent with the contractual lives of each instrument (adjusted for expected issuance timing where relevant);

●

a 0% dividend yield; and

●

for the Subsequent Convertible Note, a 50% probability weighting to reflect the contingent issuance conditions.

The contingent Share Consideration was measured at the Company’s closing share price on June 20, 2025 of $313.60, adjusted for a discount for lack of marketability of 25%. As the Share Consideration meets the definition of an equity-settled instrument, it was recorded in Contributed Surplus.

In accordance with IFRS 9, each convertible note was assessed to determine whether the conversion option was closely related to the debt host. As the conversion features were not considered closely related, each note was bifurcated into (i) a long-term debt host measured at amortized cost and (ii) an embedded derivative measured at Fair Value Through Profit and Loss. In addition, the contingent share consideration was evaluated and classified as equity.

At June 20, 2025, the embedded conversion options within the three notes were valued using a Black-Scholes option pricing model, taking into account expected volatility, risk-free rates, remaining terms, and the fixed conversion price. The corresponding debt hosts were measured using credit-adjusted market discount rates.

Given the variability associated with the various components of these instruments, they were recorded as debt hosts and derivative liabilities and will be subject to fair value adjustments at the issuance date and at subsequent balance sheet dates.

The allocation between debt hosts and embedded derivatives at June 20, 2025 is as follows:


	Debt Host	Derivative Liability
	$	$
Initial Convertible Note	3,282,369	2,319,565
Subsequent Convertible Note	695,572	540,026
Real Estate Note	1,376,954	1,168,059
	5,354,895	4,027,650

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

The allocation between debt hosts and embedded derivatives at August 31, 2025 is as follows:


	Debt Host	Derivative Liability
	$	$
Initial Convertible Note	3,111,810	205,065
Subsequent Convertible Note	653,262	56,261
Real Estate Note	1,283,434	123,012
	5,048,506	384,338

The allocation between debt hosts and embedded derivatives at February 28, 2026 is as follows:


	Debt Host	Derivative Liability
	$	$
Initial Convertible Note	3,109,769	929
Subsequent Convertible Note	754,529	1,405
Real Estate Note	1,490,010	3,970
	5,354,308	6,304

The table below summarizes the movement in the derivative liabilities related to the purchase consideration instruments during the six-month period ended February 28, 2026 and the fiscal year ended August 31, 2025:


		As at		As at
		February 28, 2026		August 31, 2025
		$		$
Opening balance		384,338		—
Fair value at issuance		—		4,027,650
Revaluation during the period due to partial settlements of underlying convertible note due to related party recorded in contributed surplus		(17,578)		—
Revaluation at the end of the period		(360,456)		(3,643,312)
Closing balance		6,304		384,338

For the three-month and six-month periods ended February 28, 2026, the Company recorded a loss of $125,855 and $466,795 respectively related to the valuation of the debt hosts [February 28, 2025 – nil for both periods] and a gain of $299,551 and $360,456 respectively related to the valuation of the derivative liabilities [February 28, 2025 – nil for both periods] in net finance expense (income) [note 21].

17. Related party transactions

Companies related through common ownership

EB Rental Ltd. [prior to June 3, 2021]

7858078 Canada Inc. [prior to June 3, 2021]

Montana Strategies Inc. [prior to April 25, 2024]

Strategies EB Inc. [prior to April 25, 2024]

Key management personnel of the Company have control over the following entities

California Electric Boat Company Inc.

Hurricane Corporate Services Ltd. (prior to March 1, 2024)

Mac Engineering SASU (prior to July 11, 2025)

Marine Ventures LLC (since June 20, 2025)

1925 Holiday Holdings LLC (since June 20, 2025)

300 US 1 Holdings LLC (since June 20, 2025)

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

Palm City Marine LLC (since June 20, 2025)

NVPB Marina Holdings LLC (since June 20, 2025)

NV FL 1440 Holdings LLC (since June 20, 2025)

NV FL Holdings LLC (since June 20, 2025)

Nautical Ventures South Inc. (since June 20, 2025)

Ultimate founder shareholders and their individually controlled entities

Alexandre Mongeon

Patrick Bobby

Robert Ghetti

9335-1427 Quebec Inc.

9519-0682 Quebec Inc.

Immobilier R. Ghetti Inc.

Société de Placement Robert Ghetti Inc.

Proceeds receivable from related parties

Under the Real Estate Agreement entered into concurrently with the acquisition of NVG, the Company is entitled to recover value from six real estate properties owned by Marine Ventures LLC and other related entities, either through:

(i)receipt of net cash proceeds upon sale to third parties; or

(ii)

non-cash settlement through the transfer of the underlying properties to the Company at fair market value, net of outstanding mortgage balances and transaction costs.

The Proceeds receivable from related parties represents the Company’s contractual right to recover value through either of these settlement mechanisms and, accordingly, is presented as a financial asset rather than as real estate or investment property until settlement occurs.

As at the acquisition date of June 20, 2025, the Company recognized Proceeds receivable from related parties of $10,389,917, representing the fair value of its right to receive such proceeds. As at August 31, 2025, the balance of Proceeds receivable from related parties remained $10,389,917.

In October 2025, two of the six properties were sold by Marine Ventures LLC, resulting in the receipt of net cash proceeds of $3,833,603 during the three-month period ended November 30, 2025. Following these transactions, the non-interest-bearing demand note receivable from Marine Ventures LLC was fully settled, and the remaining balance of $6,556,314 represents a contingent receivable related to the remaining properties.

As at February 28, 2026, the fair value of the Proceeds receivable from related parties was $6,556,314, which is disaggregated by expected settlement mechanism as follows:


				Discounted
		Number of		receivable
Expected settlement mechanism		properties		$
Sale to third party (cash settlement)		1		4,220,770
Transfer to the Company (non-cash settlement)		3		2,335,544
Total Proceeds receivable from related party		4		6,556,314

For properties expected to be sold to third parties, the receivable reflects estimated net cash proceeds based on fair market value, less outstanding mortgage balances, selling commissions and transaction costs, discounted to present value based on the expected timing of sale.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

Related party transactions and balances

The following table summarizes the Company’s related party transactions for the period:


		Three-month		Three-month		Six-month		Six-month
		period ended		period ended		period ended		period ended
		February 28,		February 28,		February 28,		February 28,
		2026		2025		2026		2025
		$		$		$		$
Expenses

Research and development
Mac Engineering, SASU		—		201,604		—		997,479

Interest expense
Roger Moore		82,618		—		149,248		—

Rent expense
California Electric Boat Company		52,894		49,666		103,625		97,885
Marine Ventures LLC		—		—		143,720		—

Income booked through Contributed Surplus

Management fees
Marine Ventures LLC		—		—		159,269		—

The following table summarizes the remuneration paid to directors and key management of the Company:


		Three-month		Three-month		Six-month		Six-month
		period ended		period ended		period ended		period ended
		February 28,		February 28,		February 28,		February 28,
		2026		2025		2026		2025
		$		$		$		$
Salaries and benefits		453,128		259,128		891,140		514,399
Share-based payments – capital stock		—		24,179		29,588		87,850
Share-based payments – RSUs		17,873		—		30,980		—
Share-based payments – stock options		2,578		4,194		6,570		11,883
		473,579		287,501		958,278		614,132

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

The amounts due to and from related parties are as follows:


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Amounts due from related parties included in share subscription receivable
9335-1427 Quebec Inc.		18,326		18,193
Alexandre Mongeon		10,409		10,333
		28,735		28,526

Amounts due to (from) related parties
Alexandre Mongeon		(12,133)		—
Roger Moore		50,000		—
Jesse Coors		25,000		—
		62,867		—

Amounts due to related parties included in trade and other payable
Alexandre Mongeon		23,077		16,946
Raffi Sossoyan		7,663		7,277
Roger Moore*		20,806		19,520
Maxime Poudrier		5,769		—
Daniel Rathe		6,154		6,154
1925 Holiday Holdings LLC		82,251		—
Palm City Marine LLC		21,264		—
NVPB Marina Holdings LLC		24,973		—
NV FL 1440 Holdings LLC		69,937		—
NV FL Holdings LLC		250,354		—
		512,248		49,897

*includes interest payable at February 28, 2026 of $7,344 (August 31, 2025 - $6,058)

		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
Proceeds receivable from related parties
Non-interest bearing demand note receivable from Marine Ventures LLC		—		3,422,154
Contingent receivable from Marine Ventures LLC		6,556,314		6,967,763
		6,556,314		10,389,917

Purchase consideration payable to related party
Initial Convertible Note due to Roger Moore (note 16)		3,109,769		3,111,810
Subsequent Convertible Note due to Roger Moore (note 16)		754,529		653,262
Real Estate Note due to Roger Moore (note 16)		1,490,010		1,283,434
		5,354,308		5,048,506

Amounts due from related parties included in share subscription receivable, amounts due to (from) related parties and amounts due to related parties included in trade and other payables are non-interest bearing and have no specified terms of repayment.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

18. Capital stock

Authorized

Voting Common Shares – Series Founder, Series Investor 1, Series Investor 2, voting and participating

Non-Voting Common Shares, non-voting

Preferred shares, without par value, non-cumulative annual dividend, redeemable at their issue price, non- participating, non-voting

Pre-Funded Warrants, exercisable at the option of the holder into Voting Common Shares of the Company at an exercise price of CAD$54.00 on a one-for-one basis with no expiry date

Issued


		As at		As at
		February 28,		August 31,
		2026		2025
		$		$
1,221,631 Voting Common Shares [August 31, 2025 – 122,737]		73,699,211		67,116,420
2 Pre-Funded Warrants [August 31, 2025 – 2]		28,252		28,252
		73,727,463		67,144,672

During the six-month period ended February 28, 2026, the Company issued a total of 22,541 Voting Common Shares to third parties in exchange for marketing, management consulting services, and board fees provided to the Company valued at $190,788. For such transactions, the value of the services was paid for with shares, the number of shares being determined by dividing the value of the services provided by the price of the shares on the stock exchange at time of their issuance.

On December 19, 2025, the Company issued 481,251 Voting Common Shares and 318,750 Pre-Funded Warrants as part of a private placement offering for a total cash consideration of $8,753,801, net of transaction costs of $842,707. In addition, the Company issued warrants to purchase 400,008 Voting Common Shares of the Company for a period of five years from the issuance date at an exercise price at $15.00 which resulted in $2,867,806 of the cash consideration from this offering to be recognized as derivative liabilities [note 16].

During the six-month period ended February 28, 2026, 318,750 Pre-Funded Warrants were converted into 318,750 Voting Common Shares at a value of $3,812,250.

On January 14, 2026, the Company implemented a reverse stock split, consolidating every 40 Voting Common shares into 1 Voting Common Share. As a result of the round up feature for fractional shares, the Company issued an additional 71,416 Voting Common Shares.

During the six-month period ended February 28, 2026, the Company issued 204,936 Voting Common Shares as part of an “at the market” placement offering for a total cash consideration of $506,608, net of transaction costs of $53,467.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

19. Share-based payments

Stock options

Description of the plan

The Company has a fixed option plan. The Company’s stock option plan is administered by the Board of Directors. Under the plan, the Company’s Board of Directors may grant stock options to employees, advisors and consultants, and designates the number of options and the share price pursuant to the new options, subject to applicable regulations. The options, when granted, will have an exercise price of no less than the estimated fair value of shares at the date of grant.

On multiple grant dates, the Company granted stock options at exercise prices varying between $264.40 and $243,540.00 per share to directors, officers, employees and consultants of the Company. The stock options will expire 5 to 10 years from the grant dates.

The Company recognizes share-based payments expense for option grants based on the fair value at the date of grant using the Black-Scholes valuation model. The share-based payments expense recognized for the three-month and six-month periods ended February 28, 2026 amounts to $4,959 and $13,131 respectively [February 28, 2025 – $10,089 and $13,131 respectively]. The table below lists the assumptions used to determine the fair value of these option grants. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.


		Exercise			Expected		Risk-free
		price	Market price		volatility		interest rate		Expected life
Grant date		$	$		%		%		(years)
November 30, 2022		243,540.00	243,540.00		107		3.1		5
December 1, 2022		234,900.00	234,900.00		107		3.0		5
March 22, 2023		227,340.00	202,230.00		75		3.6		2
March 25, 2023		227,340.00	205,740.00		75		3.6		3
March 25, 2023		227,340.00	205,740.00		75		3.6		4
April 20, 2023		233,280.00	212,220.00		75		3.6		5
December 29, 2023		185,220.00	60,480.00		76		3.1		5
January 26, 2024		41,040.00	43,092.00		76		3.5		5
July 25, 2025		264.40	264.00		101		2.8		5

The following tables summarize information regarding the option grants outstanding as at February 28, 2026:


		Weighted
	Number of	average
	options	exercise price
	#	$
Balance at August 31, 2024	51	199,466.73
Granted	50	264.40
Forfeited	(5)	234,900.00
Expired	(22)	151,638.37
Balance at August 31, 2025	74	76,695.66
Expired	(6)	282,479.81
Balance at February 28, 2026	68	58,538.24


		Number of
		options		Weighted average	Weighted average		Exercisable
Exercise price range		outstanding		grant date fair value	remaining contractual life		options
$		#		$	[years]		#
264.40		50		264.40	4.40		15
41,040.00 - 185,220.00		2		113,130.00	2.87		2
227,340.00 - 243,540.00		16		233,820.00	2.38		16

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

Warrants

As at February 28, 2026, there are 451,022 warrants to purchase Voting Common Shares outstanding [August 31, 2025 - 11,039] of which 405,988 warrants [August 31, 2025 - 6,003] are accounted for as derivative liabilities (see note 16 for details) and 45,034 warrants [August 31, 2025 – 5,036] are accounted for as contributed surplus.

On December 21, 2023, the Company granted the underwriter the option to purchase 3 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $56,700.00.

On September 16, 2024, the Company granted the underwriter the option to purchase 56 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $4,500.00.

On January 14, 2025, the Company granted the underwriter the option to purchase 592 Voting Common Shares of the Company for a period of five and a half years from the grant date at an exercise price of $600.00.

On August 15, 2025, the Company granted the underwriter the option to purchase 4,382 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $100.00.

On December 19, 2025, the Company granted the underwriter the option to purchase 40,001 Voting Common Shares of the Company for a period of five years from the grant date at an exercise price of $15.00.

The following provides the details of the warrants currently outstanding that are accounted for as contributed surplus:


				Number of warrants		Weighted average remaining
		Exercise price		outstanding		contractual life
Grant date		$		#		[years]
December 21, 2023		56,700.00		3		2.81
September 16, 2024		4,500.00		56		3.55
January 14, 2025		600.00		592		4.38
August 15, 2025		100.00		4,382		4.46
December 19, 2025		15.00		40,001		4.81

The Company recognizes share-based payments expense for warrant grants based on the fair value at the date of grant using the Black-Scholes valuation model. The share-based payments expense recognized for the three-month and six-month periods ended February 28, 2026 amounts to $331,191 for both periods [February 28, 2025 – $262,634 and $348,552 respectively]. The table below lists the assumptions used to determine the fair value of these warrant grants. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.


	Exercise		Expected	Risk-free
	price	Market price	volatility	interest rate	Expected life
Grant date	$	$	%	%	[years]
December 21, 2023	56,700.00	60,480.00	76	4.0	5.0
September 16, 2024	4,500.00	2,865.60	92	3.4	5.0
January 14, 2025	600.00	732.00	99	4.4	5.5
August 15, 2025	100.00	74.40	101	3.6	5.0
December 19, 2025	15.00	10.02	127	3.7	5.0

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

Restricted share unit (“RSU”) plan

Description of the plan

On September 17, 2025, the Company adopted a RSU Plan pursuant to which restricted share units (“RSUs”) may be granted to directors, officers, employees and consultants of the Company and its affiliates. Each RSU represents the right to receive one common share of the Company, issued from treasury, or, in limited circumstances, a cash equivalent, upon vesting. RSUs do not confer voting rights or dividend rights prior to vesting. The RSU Plan is administered by the Board of Directors, which determines the eligible participants, the number of RSUs granted, and the applicable vesting conditions. The maximum number of common shares issuable under the RSU Plan, together with other security-based compensation arrangements, is subject to shareholder and regulatory approval and prescribed plan limits.

On September 25, 2025, the Company granted 12,500 RSUs to its Chief Executive Officer pursuant to an individual RSU agreement entered into under the RSU Plan. The RSUs vest upon the achievement and maintenance of specified market-capitalization thresholds, measured based on the Company’s public market capitalization at the close of trading over ten consecutive trading days, as follows:


Market capitalization threshold		Number of RSUs vesting
$15 million or more		3,750
$25 million or more		3,750
$35 million or more		5,000

Unvested RSUs generally forfeit upon termination for cause or voluntary resignation without good reason. In the event of termination without cause, resignation with good reason, death or disability, unvested RSUs remain outstanding and eligible to vest in accordance with their original terms. All unvested RSUs vest immediately upon a change of control of the Company.

The RSUs are accounted for as equity-settled share-based payment arrangements in accordance with IFRS 2, as the Company’s primary obligation is to settle the awards through the issuance of common shares. Although the RSU Plan and related agreements permit settlement in cash in limited circumstances (including regulatory or plan-limit constraints), such features are contingent and do not give rise to a present obligation for cash settlement at the grant date. The RSUs were measured at fair value at the grant date based on the market price of the Company’s common shares on that date. The vesting conditions are market-based performance conditions and, accordingly, are reflected in the grant-date fair value of the awards. Compensation expense is recognized over the requisite service period and is not subsequently reversed as a result of the failure to satisfy market-based vesting conditions. Given the presence of market-based vesting conditions, management determined that a Monte Carlo simulation model was the appropriate valuation technique, as it explicitly incorporates the probability of achieving the market-cap hurdles.

The share-based compensation expense recognized for the three-month and six-month periods ended February 28, 2026 amounts to $17,873 and $30,980 respectively [February 28, 2025 – nil for both periods]. The table below lists the assumptions used to determine the fair value of these RSUs. Volatility is based on the historical share price volatility of the Company and other public companies with characteristics similar to the Company.


						Risk-free
		Market		Expected		interest		Contractual		Expected
		price		volatility		rate		life		life
Grant date		$		%		%		(years)		(years)
September 25, 2025		56.80		100		3.68		10		5

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

The following tables summarize information regarding the RSUs outstanding as at February 28, 2026:


		Number of
		RSUs
		#
Balance at August 31, 2024		—
Granted		—
Balance at August 31, 2025		—
Granted		12,500
Balance at February 28, 2026		12,500

20. Revenues


		Three-month	Three-month	Six-month	Six-month
		period ended	period ended	period ended	period ended
		February 28,	February 28,	February 28,	February 28,
		2026	2025	2026	2025
		$	$	$	$
Sales of boats		12,689,412	48,788	27,386,788	112,541
Sales of parts and boat maintenance		1,719,338	7,303	2,657,852	29,760
Boat rental and boat club membership revenue		37,833	18,918	94,787	34,918
Sale of powertrain systems		84,901	—	84,901	—
		14,531,484	75,009	30,224,328	177,219

Revenues from external customers for the three-month and six-month periods ended February 28, 2026 and 2025 were primarily from the U.S.

21. Net finance expense (income)


	Three-month	Three-month	Six-month	Six-month
	period ended	period ended	period ended	period ended
	February 28,	February 28,	February 28,	February 28,
	2026	2025	2026	2025
	$	$	$	$
Interest and bank charges	735,864	33,359	1,836,884	55,986
Interest income	(23,964)	(28,649)	(47,974)	(28,706)
Foreign currency exchange	61,071	(48,073)	(97,601)	(18,922)
Transaction costs	771,775	605,795	771,775	745,248
Gain on derivative liabilities [note 16]	(2,825,707)	(1,042,767)	(2,911,891)	(2,241,059)
Loss on valuation of contingent consideration [note 16]	125,855	—	466,795	—
	(1,155,106)	(480,335)	17,988	(1,487,453)

22. Fair value measurement and hierarchy

The fair value measurement of the Company’s financial and non-financial assets and liabilities utilizes market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorized into different levels based on how observable the inputs used in the valuation technique utilized are (the “fair value hierarchy”):

●

Level 1: Quoted prices in active markets for identical items (unadjusted);

●

Level 2: Observable direct or indirect inputs other than Level 1 inputs; and

●

Level 3: Unobservable inputs (i.e., not derived from market data).

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur.

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

NVG Segment

This segment includes the acquired operations of NVG and its subsidiaries as well as the acquired operations of Liquid Retailers [note 4], consisting of:

●

retail dealerships for recreational boats, engines, tenders, and marine products;

●

marina operations and service departments;

●

boat brokerage services; and

●

distribution of branded and third-party marine products.

Basis of Segmentation

The segments reflect differences in products, customers, operational focus, and strategic priorities. No segments have been aggregated. Segment results include revenue, gross profit, and segment loss before tax. Corporate overhead, financing costs, taxes, and fair value changes on derivative liabilities are managed at the consolidated level.

The CODM reviews segment information regularly to evaluate performance and allocate resources. Corporate activities, financing, fair value changes, and income taxes are not allocated to segments and are evaluated on a consolidated basis.

Segment results for the three-month period ended February 28, 2026


		Vision Marine	NVG	Total
		$	$	$
Sales of boats		251,020	12,438,392	12,689,412
Sales of parts and boat maintenance		15,990	1,703,348	1,719,338
Boat rental and boat club membership revenue		32,800	5,033	37,833
Sale of powertrain systems		84,901	—	84,901
Segment revenues		384,711	14,146,773	14,531,484

Segment gross profit (loss)		(24,937)	4,422,405	4,397,468

Research and development		142,315	—	142,315
Office salaries and benefits		608,036	1,969,065	2,577,101
Selling and marketing expenses		575,520	1,226,498	1,802,018
Professional fees		407,834	128,546	536,380
Office and general		378,620	1,101,056	1,479,676
Share-based compensation		22,832	—	22,832
Depreciation and amortization		103,233	762,940	866,173
Net finance expense (income)		(1,829,049)	673,943	(1,155,106)
Segment expenses		409,341	5,862,048	6,271,389

Segment loss before taxes		(434,278)	(1,439,643)	(1,873,921)

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

Segment results for the three-month period ended February 28, 2025


	Vision Marine	NVG	Total
	$	$	$
Sales of boats	48,788	—	48,788
Sales of parts and boat maintenance	7,303	—	7,303
Boat rental and boat club membership revenue	18,918	—	18,918
Segment revenues	75,009	—	75,009

Segment gross profit (loss)	(3,890)	—	(3,890)

Research and development	565,648	—	565,648
Office salaries and benefits	674,017	—	674,017
Selling and marketing expenses	759,290	—	759,290
Professional fees	638,398	—	638,398
Office and general	335,253	—	335,253
Share-based compensation	10,089	—	10,089
Depreciation and amortization	83,883	—	83,883
Net finance expense (income)	(480,335)	—	(480,335)
Segment expenses	2,586,243	—	2,586,243

Segment loss before taxes	(2,590,133)	—	(2,590,133)

Segment results for the six-month period ended February 28, 2026


		Vision Marine	NVG	Total
		$	$	$
Sales of boats		380,321	27,006,467	27,386,788
Sales of parts and boat maintenance		38,387	2,619,465	2,657,852
Boat rental and boat club membership revenue		76,283	18,504	94,787
Sale of powertrain systems		84,901	—	84,901
Segment revenues		579,892	29,644,436	30,224,328

Segment gross profit (loss)		77,415	8,518,392	8,595,807

Research and development		219,013	—	219,013
Office salaries and benefits		1,241,339	3,890,109	5,131,448
Selling and marketing expenses		1,125,088	2,321,139	3,446,227
Professional fees		1,025,506	239,914	1,265,420
Office and general		718,972	2,305,467	3,024,439
Share-based compensation		44,111	—	44,111
Depreciation and amortization		205,820	1,436,869	1,642,689
Net finance expense (income)		(1,716,035)	1,734,023	17,988
Segment expenses		2,863,814	11,927,521	14,791,335

Segment loss before taxes		(2,786,399)	(3,409,129)	(6,195,528)

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

Segment results for the six-month period ended February 28, 2025


		Vision Marine	NVG	Total
		$	$	$
Sales of boats		112,541	—	112,541
Sales of parts and boat maintenance		29,760	—	29,760
Boat rental and boat club membership revenue		34,918	—	34,918
Segment revenues		177,219	—	177,219

Segment gross profit (loss)		(40,114)	—	(40,114)

Research and development		747,549	—	747,549
Office salaries and benefits		1,026,390	—	1,026,390
Selling and marketing expenses		1,151,128	—	1,151,128
Professional fees		1,438,218	—	1,438,218
Office and general		604,460	—	604,460
Share-based compensation		23,220	—	23,220
Depreciation and amortization		167,905	—	167,905
Net finance expense (income)		(1,487,453)	—	(1,487,453)
Segment expenses		3,671,417	—	3,671,417

Segment loss before taxes		(3,711,531)	—	(3,711,531)

Segment assets and liabilities as at February 28, 2026


		Vision Marine	NVG	Total
		$	$	$
Segment assets		19,090,606	39,541,232	58,631,838
Cash and cash equivalents		1,700,854	2,360,849	4,061,703
Inventory		5,739,546	24,497,676	30,237,222
Segment liabilities		8,000,905	41,141,548	49,142,453

Segment assets and liabilities as at August 31, 2025


		Vision Marine	NVG	Total
		$	$	$
Segment assets		23,943,258	45,969,999	69,913,257
Cash and cash equivalents		5,781,142	1,637,637	7,418,779
Inventory		5,296,466	31,575,181	36,871,647
Segment liabilities		3,865,964	57,596,291	61,462,255

Vision Marine Technologies Inc.

Notes to the condensed interim consolidated financial statements

(Unaudited)

February 28, 2026

24. Additional cash flows information

Financing and investing activities not involving cash:


		Six-month		Six-month
		period ended		period ended
		February 28,		February 28,
		2026		2025
		$		$
Additions to right-of-use assets		3,843,925		43,147
Lease termination		44,023		32,062
Change in derivative liabilities due to partial settlements of convertible notes - related party		17,578		—
Share subscription receivable		297,522		—
Initial recognition of derivative liabilities		2,867,806		2,215,564
Conversion of Series A Convertible Preferred Shares		—		308,692

25. Commitments and contingencies

ILOC

In connection with its floor plan financing arrangement with Yamaha [note 14], the Company has provided credit support in the form of a $150,000 ILOC issued by its banking partner. The ILOC supports a $300,000 floor plan facility and may be drawn upon by Yamaha in the event of default by the Company under the related financing agreement. As at February 28, 2026, no amounts have been drawn under this arrangement.

The standby letter of credit represents a contingent obligation and is accounted for in accordance with IAS 37. As the likelihood of a draw is not considered probable, no provision has been recognized in these interim condensed consolidated financial statements.

Battery supply agreement with Neogy SAS

In addition to the obligations under leases [note 13], the Company is subject to supply agreements with minimum spend commitments. The Company currently has a commitment to purchase 192 batteries from a supplier. The Company has received 33 batteries on this order and has made deposits to the supplier to cover an additional 63 batteries [note 7]. Therefore, as at February 28, 2026, the Company is committed to purchase an additional 96 batteries. The amount of the minimum fixed and determinable portion of the unconditional purchase obligations over the next years, is as follows:


		$
2026		239,740
2027		2,688,491

Future lease commitment

In October 2021, EB Rental FL Corp. has entered into lease arrangement for premises, which have not commenced yet and therefore related right-of-use asset and lease liability are not recorded as at November 30, 2025. The lease offers EB Rental FL Corp. a termination clause in case certain contractual requirements are not met by the lessor at the lease commencement date.