Exhibit 99.1

CLEARMIND MEDICINE INC.

Condensed Interim Consolidated Financial Statements

For The Three and Six Months Ended April 30, 2025

(Expressed in United States Dollars)

(Unaudited)

CLEARMIND MEDICINE INC.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in United States Dollars)

(Unaudited)

	April 30,			October 31,
	2025			2024
Assets
Current assets
Cash and cash equivalents	$	4,472,520		$	6,573,813
Other receivables		44,279			49,038
Short-term investments (Note 3)		177,640			289,388
Prepaid expenses		191,256			44,161
Related parties (Note 4b)		137,042			131,839
Total current assets		5,022,737			7,088,239

Non-current assets
Intangible assets		102,894			108,326
Restricted cash		20,688			7,186
Right-of-use asset (Note 4c)		34,137			51,663
Total non-current assets		157,719			167,175

Total assets	$	5,180,456		$	7,255,414

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	475,490		$	526,056
Due to related parties (Note 4a)		49,251			48,962
Derivative warrant liabilities (Note 5)		2,318,263			3,519,702
Short-term portion of lease liabilities (Note 4c)		35,982			36,726
Total current liabilities		2,878,986			4,131,446

Non- current liabilities
Long-term lease liabilities (Note 4c)		-			16,416
Total non- current liabilities		-			16,416

Total liabilities	$	2,878,986		$	4,147,862

Shareholders’ equity
Share capital and share premium (Note 6)		25,338,377			24,168,256
Warrants (Note 7)		459,341			459,341
Share-based payment reserve (Notes 8, 9)		2,403,292			2,523,946
Accumulated other comprehensive loss		(21,250	)		(21,250	)
Accumulated deficit		(25,878,290	)		(24,022,741	)
Total shareholders’ equity		2,301,470			3,107,552

Total liabilities and shareholders’ equity	$	5,180,456		$	7,255,414

Approved and authorized for issuance on behalf of the Board of Directors on June 12, 2025:

/s/ Alan Rootenberg		/s/ Adi Zuloff-Shani
Alan Rootenberg, CFO		Adi Zuloff-Shani, CEO

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

CLEARMIND MEDICINE INC.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

	Three months ended						Six months ended
	April 30,						April 30,
	2025			2024			2025			2024

Operating expenses
General and administrative	$	855,124		$	980,549		$	1,889,860		$	2,137,062
Research and development, net		451,857			322,956			913,295			550,434
Total operating expenses		1,306,981			1,303,505			2,803,155			2,687,496

Finance income

Changes in fair value of derivative warrant liabilities (Note 5)		664,768			405,002			1,179,518			560,145
Changes in fair value of short-term investments (Note 3)		(157,083	)		(8,168	)		(228,788	)		(7,612	)
Foreign exchange gain (loss)		2,246			1,255			(2,204	)		2,671
Other finance income (expenses)		(7,868	)		33,955			(16,583	)		31,029
Interest income on deposits		41,648			-			75,656			63,502
Total finance income		543,711			432,044			1,007,599			649,735


Loss before taxes		(763,270	)		(871,461	)		(1,795,556	)		(2,037,761	)
Tax expenses		(20,658	)		(36,756	)		(59,993	)		(238,256	)
Net Loss and Comprehensive loss	$	(783,928	)	$	(908,217	)	$	(1,855,549	)	$	(2,276,017	)
Loss per share, basic and diluted	$	(0.16	)	$	(0.28	)	$	(0.39	)	$	(0.96	)
Weighted average number of shares for the purposes of basic and diluted loss per share		5,035,648			3,253,267			4,757,547			2,375,825

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

CLEARMIND MEDICINE INC.

Condensed Interim Statements of Changes in Shareholders’ Equity

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

	Share capital and share premium						Share-based			Accumulated other						Total
	Number of shares		Amount		Warrants		payment reserve			comprehensive income			Accumulated deficit			shareholders’ equity
Balance, October 31, 2024		4,265,186	$	24,168,256	$	459,341	$	2,523,946		$	(21,250	)	$	(24,022,741	)	$	3,107,552
Net loss for the period		–		–		–		–			–			(1,855,549	)		(1,855,549	)
Exercise of warrants (Note 6c(ii))		310,388		437,007		–		–			–			–			437,007
Issuance of common shares upon vesting of restricted share units (Note 6c(i))		559,212		733,114		–		(733,114	)		–			–			–
Share-based compensation (Notes 8, 9)		–		–		–		612,460			–			–			612,460
Balance, April 30, 2025		5,134,786	$	25,338,377	$	459,341	$	2,403,292		$	(21,250	)	$	(25,878,290	)	$	2,301,470

Balance, October 31, 2023		607,337	$	17,131,223	$	459,341	$	2,182,221		$	(21,250	)	$	(18,768,063	)	$	983,472
Net loss for the period		–		–		–		–			–			(2,276,017	)		(2,276,017	)
Issuance of common shares, pre-funded warrants and warrants		1,500,000		1,459,815		–		-			–			–			1,459,815
Exercise of warrants		1,194,102		4,154,389		-		–			–			–			4,154,389
Common shares for services		9,000		11,935		–		(11,935	)		–			–			–
Share-based compensation		89		185		–		323,910			–			–			324,095
Balance, April 30, 2024		3,310,528	$	22,757,547	$	459,341	$	2,494,196		$	(21,250	)	$	(21,044,080	)	$	4,645,754

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

CLEARMIND MEDICINE INC.

Condensed Interim Consolidated Statements of Cash Flows

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

	Six months ended April 30,
	2025			2024
Operating activities
Net loss for the period	$	(1,855,549	)	$	(2,276,017	)

Adjustments for:
Amortization of intangible assets		5,432			5,462
Amortization of right-of-use asset		18,576			17,804
Interest on lease liability		2,332			1,629
Exchange rate differences		1,960			(8,980	)
Issuance costs allocated to derivative warrant liabilities		–			115,046
Depreciation of property and equipment		–			1,103
Changes in fair value of derivative warrant liabilities		(1,179,518	)		(560,145	)
Share-based compensation		612,460			324,095
Changes in fair value of short-term investments		228,788			7,612
Tax expenses		59,993			71,237

Changes in working capital:
Decrease in other receivables		6,017			72,078
Increase in prepaid expenses		(147,132	)		(170,422	)
Decrease in accounts payable and accrued liabilities		(111,962	)		(260,480	)
Increase (decrease) in amounts due to / from related parties		(5,230	)		5,205
Net cash used in operating activities		(2,363,833	)		(2,654,773	)

Investing activities
Proceeds from sale of short-term investment (Note 3)		82,960			78,500
Acquisition of short-term investment (Note 3)		(200,000	)		–
Changes in restricted cash		(13,498	)		–
Net cash provided by (used in) investing activities		(130,538	)		78,500

Financing activities
Proceeds from issuance of common shares and warrants, net of issuance costs		–			1,824,773
Proceeds received from exercise of warrants (Note 6c (ii))		415,086			3,655,950
Repayment of lease liabilities		(20,572	)		(19,087	)
Net cash provided by financing activities		394,514			5,461,636
Effect of foreign exchange rate changes on cash and cash equivalents		(1,436	)		(7,175	)
Net increase (decrease) in cash and cash equivalents		(2,101,293	)		2,878,188
Cash and cash equivalents at beginning of period		6,573,813			5,427,739
Cash and cash equivalents at end of period	$	4,472,520		$	8,305,927

Supplementary disclosure of cash flow information:
Cash received as interest	$	75,896		$	120,612
Cash paid for taxes		16,408			192,825
Interest on lease liability		2,332			1,629
Non-cash financing and investing activities
Right of use assets obtained in exchange for lease liabilities	$	–		$	107,827
Early termination of office lease		–			(88,562	)

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

1.	Nature of Operations and Going Concern

Clearmind Medicine Inc. (the “Company”) was incorporated in the province of British Columbia on July 18, 2017. The Company is a clinical pharmaceutical company currently engaged in phase I/IIa clinical trials of novel psychedelic medicines that have been developed to solve widespread, yet under-served, health problems. The Company’s head office is located at Suite 101 -1220 West 6^thAvenue, Vancouver, BC, V6H 1A5. The Company’s wholly-owned Israeli subsidiary (Clearmindmed Ltd.) functions as the research and development arm of the Company.

The Company trades under the symbol “CMND” on the Nasdaq Capital Market and on the Frankfurt Stock Exchange under the symbol “CWY”. The Company was listed on the Canadian Securities Exchange (“CSE”) in Toronto until March 14, 2024. Following approval for a voluntary delisting, the Company no longer trades on the CSE but remains a reporting issuer in Canada.

Going concern

These condensed interim consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. For the six months ended April 30, 2025, the Company has not generated any revenues and has negative cash flows from operations of $2,363,833. As of April 30, 2025, the Company has an accumulated deficit of $25,878,290. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing through debt or equity. Management is of the opinion that sufficient working capital will be obtained from external financing sources to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors raise substantial doubt on the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

Reverse share split

On November 28, 2023, the Company’s Board of Directors (the “Board”) approved a 1-for-30 reverse split of its issued and outstanding common shares, effective as of November 28, 2023, pursuant to which holders of the Company’s common shares received 0.0333 of a common share for every one common share.

All issued and outstanding common shares or instruments convertible into common shares contained in these financial statements have been retroactively adjusted to reflect the reverse share split for all periods presented, unless explicitly stated otherwise.

In October 2023, Israel was attacked by the Hamas terrorist organization and entered a state of war. In addition, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in the region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. Israel has carried out a number of targeted strikes on sites belonging to these terror organizations. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah. In addition, Iran has launched direct attacks on Israel involving hundreds of drones and missiles, has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. As of the date of these condensed interim consolidated financial statements, the war in Israel is ongoing and continues to evolve. Since the war broke out on October 7, 2023, the Company’s operations have not been adversely affected by this situation, and the Company not experienced disruptions to its clinical studies, facilities or the manufacturing or supply of its drug candidates. If the ceasefires declared collapse or a new war commences or hostilities expand to other fronts, the Company’s operations may be adversely affected.

The Company’s clinical trials, the laboratory that supports such clinical trials and the Contract Research Organization (CRO) are based in Israel. The extent to which the War may impact the Company’s financial condition, results of operations, or liquidity is uncertain, and as of the date of issuance of these condensed interim consolidated financial statements, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or an adjustment to the carrying value of the Company’s assets or liabilities as of April 30, 2025.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

2.	Material Accounting Policy Information

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) on a going concern basis.

These condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Clearmindmed Ltd. and Clearmind Labs Corp. (inactive). All inter-company balances and transactions have been eliminated on consolidation.

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial assets and liabilities (including derivatives) which are presented at fair value through profit or loss (“FVTPL”), and are presented in United States dollars, which is the Company’s functional currency.

Unaudited Interim Financial Information

Certain information and footnote disclosures normally included in financial statements prepared in accordance with IFRS have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended October 31, 2024 and the notes thereto (the “2024 Annual Report”).

The condensed interim consolidated financial statements have been prepared on the same basis as the 2024 Annual Report. In the opinion of the Company’s management, these condensed interim consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the six months ended April 30, 2025 are not necessarily indicative of the results for the year ending October 31, 2025, or for any future period.

As of April 30, 2025, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2024 Annual Report.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

2.	Material Accounting Policy Information (continued)

Significant Accounting Estimates and Judgments

The preparation of consolidated financial statements in accordance with IFRS requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Significant Estimates

Share-based Compensation

Fair values are determined using the Black-Scholes option pricing model. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measurement of the fair value of the Company’s stock options.

Derivative Warrant Liabilities and Assets

The Company analyses warrants issued to determine whether they meet the classification as liabilities or equity. Derivative warrant liabilities and assets are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations. The Company uses a fair valuation specialist to estimate the value of these instruments using the Black and Scholes and binomial pricing model.

The key assumptions used in the models are the expected future volatility in the price of the Company’s shares, the expected life of the warrants, the risk-free interest rate and the probability of any future adjustment event.

Significant Judgments

The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

Going Concern

The application of the going concern assumption requires management to take into account all available information about the future, which is at least but not limited to 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions raise substantial doubt upon the Company’s ability to continue as a going concern.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

3.	Short-term Investments

	October 31, 2024		Additions		Disposals			Changes in fair value			April 30, 2025
Polyrizon Ltd. (1)	$	289,388	$	200,000	$	(82,960	)	$	(228,788	)	$	177,640
	$	289,388	$	200,000	$	(82,960	)	$	(228,788	)	$	177,640

	October 31, 2023		Additions		Disposals			Changes in fair value			October 31, 2024
Polyrizon Ltd. – shares and warrants (1)	$	-	$	350,400	$	-		$	(61,012	)	$	289,388
Xylo Technologies Ltd. – shares		86,112		-		(78,500	)		(7,612	)		-
	$	86,112	$	350,400	$	(78,500	)	$	(68,624	)	$	289,388

(1)

On October 30, 2024, the Company subscribed for 320 shares and 960 warrants (“October 2024 Polyrizon Warrants”) of Polyrizon Ltd. (“Polyrizon”) in Polyrizon’s initial public offering on the Nasdaq at a cost of $350,400. Each October 2024 Polyrizon Warrant can be exercised into one ordinary share of Polyrizon at an exercise price of $1,095.00 per share, subject to certain adjustments, include a cashless exercise mechanism. The Polyrizon Warrants expire on October 29, 2029.

During November 2024, the Company sold all the shares of Polyrizon, for total proceeds of $82,960.

On March 31, 2025, the Company subscribed for 866 shares of Polyrizon, 800 pre funded warrants to purchase shares of Polyrizon (“Polyrizon Pre-Funded Warrants”) and 1,666 warrants to purchase shares of Polyrizon (“March 2025 Polyrizon Warrants”) at an aggregate cost of $200,000 in a private placement (the “Polyrizon Private Placement”). In connection with the Polyrizon Private Placement, the Company exchanged the October 2024 Polyrizon Warrants for new warrants (the “Exchange Warrants”), which were substantially in the same form as the March 2025 Polyrizon Warrants. Each Polyrizon Pre-Funded Warrant can be exercised into one ordinary share of Polyrizon at an exercise price of $0.00001, subject to certain adjustments, including a cashless exercise mechanism, and each March 2025 Polyrizon Warrant and Exchange Warrant can be exercised into one ordinary share of Polyrizon at an exercise price of $300.00 per share subject to certain adjustments, including a cashless exercise mechanism. The March 2025 Polyrizon Warrants and Exchange Warrants have certain anti-dilution protection and expire on September 30, 2027.

The aggregate fair value of the March 2025 Polyrizon Warrants and the Exchange Warrants as of April 30, 2025, was $48,472 based on the Block-Scholes option pricing model, using the following assumptions: risk-free rate of 3.62%-3.75%, share price of $77.50, exercise price of $300.00-$1,095.00, expected life of 2.42-4.51 years and volatility of 92%.

Subsequent to the reporting period, on May 13, 2025, the Company exercised the Polyrizon Pre-Funded Warrants and received 800 Polyrizon shares.

On May 27, 2025, Polyrizon effected a reverse share split of the its ordinary shares at the ratio of 1-for-250, such that each two hundred and fifty (250) ordinary shares, no par value, shall be consolidated into one (1) ordinary share, no par value. All the Polyrizon Shares and price per Polyrizon shares have been retroactively adjusted in these financial statements.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

4.	Related Party Transactions

Compensation to key management personnel

(i)

The compensation to key management personnel for services they provide to the Company is as follows:

	Three months ended		Three months ended		Six months ended		Six months ended
	April 30,		April 30,		April 30,		April 30,
	2025		2024		2025		2024

Officers:
Consulting fees	$	84,557	$	87,586	$	168,557	$	248,274
Share based compensation		43,973		25,854		117,902		41,555
	$	128,530	$	113,440	$	286,459	$	289,829
Directors:
Directors’ fees	$	58,127	$	50,902	$	116,333	$	125,525
Share based compensation		69,226		68,669		186,821		85,890
	$	127,353	$	119,571	$	303,154	$	211,415

(ii)

Balances with related parties

	April 30,		October 31,
	2025		2024
Amounts owed to officers	$	29,781	$	29,498
Amounts owed to directors		19,470		19,464
	$	49,251	$	48,962

On March 7, 2022, the Company signed an agreement with SciSparc Ltd (“SciSparc”), pursuant to which the Company and SciSparc agreed to cooperate in conducting a feasibility study using certain molecules developed by each party (the “Cooperation Agreement”). Certain of the Company’s officers and directors currently operate, manage or are engaged as officers and/or directors of SciSparc.

In June 2023, the Company entered into a research agreement with the Hebrew University of Jerusalem to evaluate SciSparc’s and the Company’s combination treatment for obesity and metabolic syndrome.

To date, the collaboration has resulted in the filing of nine patent applications. To the extent the parties determine to proceed to a commercial cooperation, they may enter into a joint venture by the parties share the economics and rights on a 50%-50% basis. To date, no determination has been made to pursue the joint venture as the development of the project remains at a very early stage.

For the three and six months ended April 30, 2025, the Company incurred research and development expenses conducted within the framework of the Cooperation Agreement in the amount of $33,763 and $46,509, respectively (three and six months ended April 30, 2024- $22,306 and $22,808 respectively). As of April 30, 2025, $137,042 is owed to the Company by SciSparc (October 31, 2024 - $131,839 owed to the Company).

On June 13, 2024, the Company entered into an agreement with SciSparc for the lease of office space in Tel Aviv, Israel, having a total area of approximately 386 square meters. The Company occupies approximately 193 square meters of the space for its offices. The rental period is from April 1, 2024 to March 31, 2026. The Company’s base rent was ILS 12,500 per month (approximately $3,400) during the term of the lease. The lease liability was discounted using the Company’s estimated incremental annual borrowing rate of 10%.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

5.	Derivative warrant liabilities

On April 6, 2023, the Company issued 4,505,718 warrants in connection with its April 2023 Public Offering (“April 2023 Warrants”). The April 2023 Warrants include a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the April 2023 Warrants, as well as repricing adjustments for stock splits, reclassifications, subdivisions, and other similar transactions (“April 2023 Warrant Adjustments”). As a result, these April 2023 Warrants were recorded at their fair value as a derivative liability at the time of their grant and are revalued at the end of each reporting period. The number of April 2023 Warrants does not change, however, the number of warrant shares issued may change, subject to the adjustment noted above.

On January 21, 2024, following the January 2024 Public Offering, which included the offering of common shares at a price lower than the exercise price of the April 2023 Warrants, the exercise price of the April 2023 Warrants was reduced to $1.077, and each April 2023 Warrant became exercisable into 0.724 common shares of the Company. For further details of the ratio of warrant shares issuable and outstanding in relation to the April 2023 Warrants, see detailed table in note 7.

On December 16, 2024, 15,156 April 2023 Warrants were exercised into 10,969 common shares, resulting in gross proceeds of $11,821.

On September 18, 2023, the Company issued 7,500,000 warrants in connection with its September 2023 Public Offering (“September 2023 Warrants”). The September 2023 Warrants include a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the September 2023 Warrants, as well as repricing adjustments for stock splits, reclassifications, subdivisions, and other similar transactions (“September 2023 Warrant Adjustments”) and therefore, these September 2023 Warrants were recorded at their fair value as a derivative liability at the time of the grant and are revalued at the end of each reporting period. The number of September 2023 Warrants does not change, however, the number of warrant shares issued may change, subject to the adjustment noted above.

On January 21, 2024, following the January 2024 Public Offering, which included the offering of common shares at a price lower than the exercise price of the September 2023 Warrants, the exercise price of the September 2023 Warrants was reduced to $1.077, and each September 2023 Warrant became exercisable into 0.288 common shares of the Company. For further details of the ratio of warrant shares issuable and outstanding in relation to the September 2023 Warrants, see detailed table in note 7.

On December 27, 2024, 327,765 September 2023 Warrants were exercised into 94,419 common shares, resulting in gross proceeds of $101,755.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

5.	Derivative warrant liabilities (continued)

On January 16, 2024, the Company issued 1,500,000 warrants with an exercise price of $1.60 per warrant in connection with its January 2024 Public Offering (“January 2024 Warrants”). The January 2024 Warrants include a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the The January 2024 Warrants, as well as repricing adjustments for stock splits, reclassifications, subdivisions, and other similar transactions (“January 2024 Warrant Adjustments”) and therefore, these warrants were recorded at their fair value as a derivative liability at the time of the grant and are revalued at the end of each reporting period.

On December 27, 2024, 205,000 January 2024 Warrants were exercised into 205,000 common shares, resulting in gross proceeds of $328,000.

During the three and six months ended April 30, 2025, the Company recorded a gain on the revaluation of the total derivative warrant liabilities of $664,768 and $1,179,518, respectively, in the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss.

The binomial model was used to measure the derivative warrant liability with the following assumptions:

		April 30, 2025
Share Price		$1.01
Exercise Price		$1.077 – $1.60
Expected life		2.93 – 3.71 years
Risk-free interest rate		3.58 – 3.63%
Dividend yield		0.00%
Expected volatility		137.39 – 138.49%

The following table presents the changes in the derivative warrant liability during the period:

Balance as of October 31, 2023	$	4,310,379
Issuance of January 2024 Warrants		480,004
Exercise of warrants		(562,879	)
Changes in fair value of warrants		(707,802	)
Balance as of October 31, 2024	$	3,519,702
Exercise of warrants		(21,921	)
Change in fair value of warrants		(1,179,518	)
Balance as of April 30, 2025	$	2,318,263

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

6.	Share Capital

The Company’s authorized share capital is unlimited common shares without par value share. As of April 30, 2025, 5,134,786 (October 31, 2024 - 4,265,186) common shares were issued and outstanding.

On November 28, 2023, the Company effected a 1-for-30 share consolidation of its issued and outstanding common shares. All share amounts and instruments convertible into common shares prior to the date of the reverse share splits have been retroactively restated for all periods presented.

Share transactions during the six months ended April 30, 2025:

(i)

During the six months ended April 30, 2025, the Company issued 559,212 common shares in respect of restricted share units (“RSUs”) that had been fully vested. The RSUs had an aggregate fair value of $733,114 at the time of issuance.

(ii)

Between December 16, 2024, and December 27, 2024, April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into 310,388 shares, resulting in gross proceeds of $441,577.

Share transactions during the six months ended April 30, 2024:

(i)

On November 6, 2023, 45 common shares with a fair value of $117 were issued to providers of investor services in payment of services.

(ii)

During the three months ended January 31, 2024, April 2023 Warrants and September 2023 Warrants were exercised for 1,062,188 shares, resulting in gross proceeds of $3,498,032.

	(iii)	On January 16, 2024, the Company completed a registered direct offering and concurrent private placement of (i) 1,468,000 Common Shares, (ii) 32,000 pre-funded warrants to purchase 32,000 Common Shares (“January 2024 Warrants”) and (iii) 1,500,000 unregistered common warrants (“Warrants”) to purchase 1,500,000 Common Shares. The January 2024 Warrants are immediately exercisable at an exercise price of $0.0001 per Common Share and will not expire until exercised in full. The Warrants have an exercise price of $1.60 per Common Share (after giving effect to adjustments and subject to further adjustments as set forth therein), are immediately exercisable, and expire five years from the date of issuance. These Warrants include a cashless exercise provision and repricing provisions, under certain circumstances (“the January 2024 Offering”). The gross proceeds from the January 2024 Offering were approximately $2.4 million before deducting offering expenses. Net proceeds from the offering were $1,824,773. On January 17, 2024, the pre-funded warrants were exercised.
	(iv)	On February 19, 2024, 44 common shares with a fair value of $68 were issued to providers of investor services in payment of services.

(v)

During the three months ended April 30, 2024, April 2023 Warrants, September 2023 Warrants and January 2024 Warrants were exercised into 131,914 shares, for gross proceeds of $157,918.

(vi)

On April 3, 2024, 9,000 common shares were issued in respect of RSU’s that had been fully vested. The RSU’s had a fair value of $11,935 at the time of issuance.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

7.	Warrants

The following table summarizes the changes in the Company’s warrants:

	Number of warrants			Historic weighted average exercise price per warrant shares
Balance, October 31, 2023		11,231,465		$	7.90
Issuance of January 2024 warrants (*)		1,500,000			1.60
Exercise of warrants		(8,293,585	)		2.62
Expiration of warrants		(8,333	)		98.43

Balance, October 31, 2024		4,429,547		$	1.57
Number of shares to be issued from the exercise of these warrants, October 31, 2024		2,549,311

Balance, October 31, 2024		4,429,547		$	1.57
Exercise of warrants		(547,921	)		1.27
Expiration of warrants		(75	)		1,287.55
Balance, April 30, 2025		3,881,551		$	1.55
Number of shares to be issued from the exercise of these warrants		2,238,848

(*)

These warrants include a cashless exercise provision and repricing provisions under certain circumstances, that also includes a potential change in the number of shares to be issued for each warrant depending on the change in the exercise price of the warrant. See table below for number of shares to be issued from the exercise of warrants.

As of April 30, 2025, the following warrants were outstanding:

Number of warrants outstanding		Number of shares to be issued from the exercise of warrants (warrant shares)		Exercise price per warrant shares		Exercise price per warrant shares (USD)		Expiry date
	1,923		1,923	C$	336.67	$	243.75	November 17, 2027
	728,409		527,181	$	1.077	$	1.077	April 5, 2028
	2,024,739		583,264	$	1.077	$	1.077	September 17, 2028
	1,126,480		1,126,480	$	1.60	$	1.60	January 15, 2029
	3,881,441		2,238,848

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

8.	Stock Options

On January 6, 2025, the shareholders of the Company approved the Omnibus Equity Incentive Plan, the “Omnibus Plan”. Pursuant to the Omnibus Plan, the Company is authorized to grant options or RSUs to officers, directors, employees and consultants enabling them to acquire, together with” Options”, “Awards” or “Stock Options” as defined, up to 20% of the Company’s issued and outstanding Common Shares (after taking into account existing awards from the Company’s 2021 stock option plan). The Awards can be granted for a maximum of 10 years and vest as determined by the Board.

The maximum number of common shares reserved for issuance in any 12-month period to a related party consultant may not exceed 5% of the issued and outstanding common shares at the date of the grant (and may not exceed 15% in total, to all related parties). The maximum number of common shares reserved for issuance in any 12-month period to any investor relations service provider may not exceed 2% of the issued and outstanding common shares at the date of the grant.

The following table summarizes the changes in the Company’s stock options for the periods ended April 30, 2025 and October 31, 2024:

	Number of options			Weighted average exercise price (C$)		Weighted average exercise price (USD$)
Outstanding, October 31, 2023		5,588		C$	603.12	$	434.82

Expired		(67	)		720.00		533.14

Outstanding, October 31, 2024		5,521		C$	601.71	$	432.38

Outstanding, April 30, 2025		5,521		C$	601.70	$	435.64

Exercisable, April 30, 2025		5,504		C$	603.46	$	436.91

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

8.	Stock Options (continued)

Additional information regarding stock options outstanding as of April 30, 2025, is as follows:

Outstanding								Exercisable
Number of stock options		Weighted average remaining contractual life (years)		Weighted average exercise price (C$)		Weighted average exercise price (USD$)		Number of stock options		Weighted average exercise price (C$)		Weighted average exercise price (USD$)
	533		1.07	C$	166.50	$	120.55		533	C$	166.50	$	120.55
	978		6.76		504.00		364.90		978		504.00		364.90
	1,166		1.07		675.00		488.71		1,166		675.00		488.71
	200		4.00		702.00		508.25		200		702.00		508.25
	133		1.39		747.00		540.83		133		747.00		540.83
	422		6.61		612.00		443.09		422		612.00		443.09
	1,044		6.76		720.00		521.29		1,044		720.00		521.29
	667		1.17		756.00		547.35		667		756.00		547.35
	111		6.61		900.00		651.61		111		900.00		651.61
	61		8.07		315.00		228.06		61		315.00		228.06
	156		8.16		504.00		364.90		156		504.00		364.90
	50		8.19		32.32		23.40		33		32.32		23.40
	5,521		4.16	C$	601.70	$	435.64		5,504	C$	603.46	$	436.91

The fair value for stock options previously granted to certain consultants for ongoing services measured during the period have been estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:

	Six months ended April 30, 2025			Six months ended April 30, 2024
Risk-free interest rate		4.46	%		3.89	%
Expected life (in years)		4.16			5.11
Expected volatility		112.20%-134.44	%		150.79%-161.87	%

Expected volatility was determined by calculating the historical volatility of the comparison companies’ share price over the previous 8.4 years. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of no transferability, exercise restrictions, and behavioral considerations.

The portion of the total fair value of stock options expensed during the three and six months ended April 30, 2025, was $Nil and $3,264, respectively (2024 - $23,292 and $56,870, respectively) which was recorded in share-based compensation expense.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

9.	Restricted Share Units

The Company is able to grant RSUs pursuant to the Omnibus Plan to its directors, officers, employees, and consultants. Each RSU is equivalent in value to a common share and upon vesting, results in the holder thereof being issued, at the discretion of the Board, either (i) a common share, or (ii) an amount of cash equal to the fair market value of a common share.

The following table summarizes the continuity of RSUs:

	Number of RSUs			Weighted average issue price (C$)		Weighted average issue price (USD$)
Balance, October 31, 2023		2,216		$	138.55	$	96.06

Granted		591,460			1.86		1.36
Exercised		(329,338	)		2.22		1.65

Balance, October 31, 2024		264,338		$	2.55	$	1.80

Granted (i)		540,777			1.60		1.13
Exercised		(559,212	)		1.85		1.31

Balance, April 30, 2025 (*)		245,903		$	2.06	$	1.43

(i)	During the six months ended April 30, 2025, the Company issued 540,777 RSUs to consultants, directors and officers. The RSUs vested with a fair value of $609,196 (2024 - $267,346).

(*)	See note 14 regarding the exercise of RSUs.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

10.

Financial Instruments and Risk Management

Assets and liabilities measured at fair value on a recurring basis were presented in the Company’s statement of financial position as of April 30, 2025, as follows:

	Fair Value Measurements Using
	Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Balance April 30, 2025
Short-term investment- common shares	$	67,167	$	–	$	–	$	67,167
Short-term investment- Polyrizon Warrants						110,473		110,473
Derivative warrant liabilities		–		–		2,318,263		2,318,263

Assets and liabilities measured at fair value on a recurring basis were presented in the Company’s statement of financial position as of October 31, 2024, as follows:

	Fair Value Measurements Using
	Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Balance October 31, 2024
Short-term investment- common shares	$	110,400	$	–	$	–	$	110,400
Short-term investment- Polyrizon Warrants		–		–		178,988		178,988
Derivative warrant liabilities		–		–		3,519,702		3,519,702

The fair value of other assets and liabilities, which include cash, amounts receivable, accounts payable and accrued liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

Foreign Exchange Rate Risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in a foreign currency. The Company’s subsidiary operates in Israel and has certain monetary financial instruments denominated in New Israeli Shekel and CAD. The Company has not entered into foreign exchange rate contracts to mitigate this risk.

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

10.

Financial Instruments and Risk Management (continued)

Foreign Exchange Rate Risk (continued)

The following table indicates the impact of foreign currency exchange risk on net working capital as of April 30, 2025. The table below also provides a sensitivity analysis of a 10% strengthening of the foreign currency against functional currencies identified which would have increased (decreased) the Company’s net loss by the amounts shown in the table below. A 10% weakening of the foreign currency against the functional currencies would have had the equal but opposite effect as of April 30, 2025.

Cash and cash equivalents	$	271,939
Other receivables		33,499
Accounts payable and accrued liabilities		(154,420	)
Due to related parties		(39,251	)
Total foreign currency financial assets and liabilities	$	111,767

Impact of a 10% strengthening or weakening of foreign exchange rate	$	11,177

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The fair value of the derivative warrant liabilities can fluctuate depending on the fluctuation in the risk-free interest rate.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company relies on raising debt or equity financing in a timely manner.

The following amounts are the contractual maturities of financial liabilities as of April 30, 2025 and October 31, 2024:

April 30, 2025	Total		Within 1 year		Within 2-5 years
Accounts payable and accrued liabilities	$	475,490	$	475,490	$	–
Due to related parties		49,251		49,251		–
Lease liability		35,982		35,982		–
	$	560,723	$	560,723	$	–

October 31, 2024	Total		Within 1 year		Within 2-5 years
Accounts payable and accrued liabilities	$	526,056	$	526,056	$	–
Due to related parties		48,962		48,962		–
Lease liability		53,142		36,726		16,416
	$	628,160	$	611,744	$	16,416

CLEARMIND MEDICINE INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2025 and 2024

(Expressed in United States Dollars)

(Unaudited)

11.

Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital and share premium, warrants and share-based payment reserve.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the six months ended April 30, 2025.

12.

Segmented Information

As of April 30, 2025, the Company has one operating segment, being the research and development of novel psychedelic medicine, which takes place primarily in Israel.

13.

Commitments

On January 15, 2024, the Company entered into a license agreement with BIRAD, the research and development company of Bar-Ilan University, which provides the Company with an exclusive, perpetual, worldwide and sublicensable license to use the joint patent that the Company has with BIRAD, to further develop, manufacture and commercialize products for innovative treatment of cocaine addiction (“the BIRAD License Agreement”). According to the BIRAD License Agreement, the Company shall pay BIRAD royalties at the rate of 1.5% of the Company’s net sales , as well as certain fees in the case of sublicenses or an “exit” event, all subject to the terms as described in the BIRAD License Agreement. The Company will also pay BIRAD different payments upon reaching certain milestones.

On March 19, 2024, the Company entered into a License Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, which provides to the Company with an exclusive, perpetual, worldwide and sublicensable license to use the Yissum’s patent titled “Psychedelic compounds, methods of their preparation and uses thereof” to further develop, manufacture, and commercialize innovative compounds targeted at treating post-traumatic stress disorder and other health conditions (the “Yissum PTSD License Agreement”). According to the Yissum PTSD License Agreement, the Company is required to pay Yissum annual maintenance fees ranging from $25,000 to $50,000 beginning on the fifth anniversary of the effective date of the Yissum PSTD License Agreement, and royalties at the rate of 3.0% of net sales, as well as certain fees in the case of sublicensing or an exit event, all subject to the terms as described in the Yissum PTSD License Agreement. The Company will also pay Yissum different payments when reaching certain milestones. All right, title and interest in the patent (the Licensed Patent as defined in the Yissum PSTD License Agreement) vest solely in Yissum, and the Company shall hold and make use of the license granted. Subject to such Yissum’s ownership rights, all rights in results of the Company’s development shall be solely owned by the Company.

On March 31, 2024, the Company entered into a License Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, which provides to the Company with an exclusive, perpetual, worldwide and sublicensable license to use Yissum’s patent “Psychoactive compounds, methods of their preparation and uses thereof in the treatment of mental disorders” to further develop, manufacture, and commercialize innovative compounds targeted at Generation 3.0 psychedelic compounds for the treatment of mental disorders (the “Yissum Psychedelic License Agreement). According to the Yissum Psychedelic License Agreement, the Company is required to pay Yissum annual maintenance fees ranging from $25,000 to $50,000 beginning of the fifth anniversary of the effective date of the Yissum Psychedelic License Agreement, and the Company shall pay Yissum royalties at the rate of 3.0% of net sales, as well as certain fees in the case of sublicenses or an exit event, all subject to the terms as described in the Yissum Psychedelic License Agreement. The Company will also pay Yissum different payments when reaching certain milestones. All right, title and interest in the patent (the Licensed Patent as defined in the Yissum Psychedelic License Agreement) vest solely in Yissum, and the Company shall hold and make use of the license granted. Subject to such Yissum’s ownership rights, all rights in results of the Company’s development shall be solely owned by the Company.

Respect to the Company’s lease commitment, refer to Note 4c.

14.

Subsequent Events

On May 14, 2025, the Company issued 244,655 common shares in respect of RSUs that had been fully vested. The RSUs had a fair value of $231,722 at the time of issuance.