BRLS · Borealis Foods Inc. · Exempt Offerings

Substantial doubt about the company's ability to continue as a going concern.

“Notwithstanding these transactions, management has concluded under ASC 205-40 that substantial doubt about the Company's ability to continue as a going concern has not been alleviated. Material conditions remain, including: (i) the requirement to consummate at least $70.00 million of equity financing at $9.00 per share on or before July 1, 2026, for which the Company has no commitments and which threshold is substantially above recent trading prices of the Common Shares; (ii) if such financing is not consummated, the contractual conversion of approximately $29.13 million of related-party indebtedness (plus approximately $4.26 million of accrued interest as of June 30, 2026) into Common Shares, which conversion is itself subject to receipt of shareholder approvals required under Nasdaq Listing Rules 5635(b) and 5635(d) that have not been obtained; (iii) the Company's continued reliance on demand and past-due obligations to related parties; and (iv) the fact that the Company's total liabilities continue to exceed total assets.”