EX-99.2

附件99.2

免疫精准抗体有限公司。

压缩的中期合并基本报表

截至2024年和2023年10月31日的三个月和六个月

(未经审计 - 以加元表示)

免疫精准抗体有限公司。

简明中期合并财务状况表

(未经审计 - 以加元表示)


(以千为单位)	备注	2023年10月31日， 2024 $			4月30日， 2024 $
资产
流动资产
现金			3,534			3,459
应收款项，净额			4,104			3,790
应收税款			267			414
库存			2,010			2,139
未帐单收入			932			277
预付费用			1,655			1,408
			12,502			11,487
受限制现金			87			86
设备存入资金			490			475
房地产和设备	5, 8		15,958			16,696
无形资产	6		23,007			23,557
商誉			7,919			7,687
总资产			59,963			59,988
负债
流动负债
应付账款和应计负债	11		5,383			4,372
递延收入			1,717			1,353
应付所得税	2		257			553
租赁	8		1,661			1,563
递延收购付款			298			284
净债券	7		3,093			—
			12,409			8,125
租赁	8		11,669			12,118
递延所得税负债	2		3,208			4,067
总负债			27,286			24,310
股东权益
股本	9		122,313			119,773
贡献盈余	9		12,709			12,387
累计其他综合损失			2,767			2,078
累计亏损			(105,112	)		(98,560	)
			32,677			35,678
总负债和股东权益			59,963			59,988

业务性质（注释1）

经董事会于2024年12月9日批准和授权。

“Dirk Witters” 董事 “Chris Buyse” 董事

附带的说明是这些压缩中期合并基本报表的一个组成部分

免疫精准抗体有限公司。

简明中期合并综合损失报表

(未经审计 - 以加元表示)


		截至三个月 10月31日，						截至六个月 10月31日，
(以千为单位，除非另有说明)	备注	2024 $			2023 $			2024 $			2023 $
营业收入			6,125			6,150			11,388			11,837
销售成本			2,688			3,196			5,595			6,090
毛利润			3,437			2,954			5,793			5,747
费用
研究和开发			1,155			835			2,797			1,781
销售和市场营销			1,237			921			1,955			1,984
一般管理费用			3,273			3,308			7,436			7,295
无形资产摊销	6		613			711			1,219			1,558
			6,278			5,775			13,407			12,618
其他收入（费用）和所得税之前的损失			(2,841	)		(2,821	)		(7,614	)		(6,871	)
其他收入（费用）
增值			(3	)		(5	)		(5	)		(10	)
拨款收入	13		22			16			168			299
利息和其他费用（收入）			(117	)		10			(116	)		23
未实现外汇损失（收益）			(120	)		209			(265	)		136
			(218	)		230			(218	)		448
税前亏损			(3,059	)		(2,591	)		(7,832	)		(6,423	)
所得税	2		506			182			1,280			596
本期净亏损			(2,553	)		(2,409	)		(6,552	)		(5,827	)
其他综合收入（亏损）
将来可能重新分类为亏损的项目
翻译外币报表的汇兑差异			170			462			689			(708	)
本期综合亏损			(2,383	)		(1,947	)		(5,863	)		(6,535	)
每股亏损 – 基本和稀释			(0.09	)		(0.10	)		(0.24	)		(0.23	)
加权平均流通股数			28,132,055			25,050,260			27,630,402			25,050,260

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

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited - Expressed in Canadian dollars)


(in thousands, except share data)	Number of Shares		Share Capital $		Contributed Surplus $		Accumulated Other Comprehensive (Loss) Income $		Accumulated Deficit $			Total $
Balance, July 31, 2023		25,050,260		117,470		11,619		1,520		(75,863	)		54,746
Share-based expense		—		—		297		—		—			297
Comprehensive loss for the period		—		—		—		462		(2,409	)		(1,947	)
Balance, October 31, 2023		25,050,260		117,470		11,916		1,982		(78,272	)		53,096

Balance, July 31, 2024		27,302,260		120,264		12,539		2,597		(102,559	)		32,841
Shares issued pursuant to conversion of convertible debentures		1,397,320		1,033		—		—		—			1,033
Shares issued pursuant to ATM		1,588,539		1,016		—		—		—			1,016
Share-based expense		—		—		170		—		—			170
Comprehensive loss for the period		—		—		—		170		(2,553	)		(2,383	)
Balance, October 31, 2024		30,288,119		122,313		12,709		2,767		(105,112	)		32,677


(in thousands, except share data)	Number of Shares		Share Capital $		Contributed Surplus $		Accumulated Other Comprehensive (Loss) Income $			Accumulated Deficit $			Total $
Balance, April 30, 2023		25,050,260		117,470		10,796		2,690			(72,445	)		58,511
Share-based expense		—		—		1,120		—			—			1,120
Comprehensive loss for the period		—		—		—		(708	)		(5,827	)		(6,535	)
Balance, October 31, 2023		25,050,260		117,470		11,916		1,982			(78,272	)		53,096

Balance, April 30, 2024		26,944,500		119,773		12,387		2,078			(98,560	)		35,678
Shares issued pursuant to conversion of convertible debentures		1,397,320		1,033		—		—			—			1,033
Shares issued pursuant to ATM		1,946,299		1,507		—		—			—			1,507
Share-based expense		—		—		322		—			—			322
Comprehensive loss for the period		—		—		—		689			(6,552	)		(5,863	)
Balance, October 31, 2024		30,288,119		122,313		12,709		2,767			(105,112	)		32,677

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

IMMUNOPRECISE ANTIBODIES LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)


(in thousands)	Note	2024 $			2023 $
Operating activities:
Net loss for the period			(6,552	)		(5,827	)
Items not affecting cash:
Amortization and depreciation	5, 6, 14		2,810			2,847
Deferred income taxes			(975	)		(416	)
Accretion			5			10
Foreign exchange			(16	)		49
Gain on investment			266			—
Share-based expense	9, 10,11		322			1,120
			(4,140	)		(2,217	)
Changes in non-cash working capital related to operations:
Amounts receivable			(259	)		(45	)
Inventory			172			(75	)
Unbilled revenue			(639	)		(429	)
Prepaid expenses			(220	)		150
Accounts payable and accrued liabilities	11		1,019			679
Sales and income taxes payable and receivable			(352	)		736
Deferred revenue			352			630
Net cash used in operating activities			(4,067	)		(571	)
Investing activities:
Purchases of property and equipment	5		(328	)		(435	)
Security deposit on leases			—			(49	)
Deferred acquisition payments			—			(146	)
Sale of QVQ Holdings BV shares			—			121
Net cash used in investing activities			(328	)		(509	)
Financing activities:
Proceeds on share issuance, net of transaction costs	9		1,507			—
Repayment of leases	8		(801	)		(715	)
Proceeds on debenture issuance, net of transaction costs	7		4,059			—
Net cash provided by (used in) financing activities			4,765			(715	)
Increase (decrease) in cash during the period			370			(1,795	)
Foreign exchange			(294	)		(467	)
Cash – beginning of the period			3,545			8,366
Cash – end of the period			3,621			6,104
Cash is comprised of:
Cash			3,534			6,017
Restricted cash			87			87
			3,621			6,104
Cash paid for interest			—			—
Cash paid for income tax			—			—

Supplemental cash flow information (Note 15)

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

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

NATURE OF OPERATIONS

ImmunoPrecise Antibodies Ltd. (the "Company" or “IPA”) was incorporated under the laws of Alberta on November 22, 1983. The Company is listed on the Nasdaq Global Market (“Nasdaq”) under the trading ticker symbol “IPA.” The Company is a supplier of custom antibody discovery services. The address of the Company's corporate office is 3204 – 4464 Markham Street, Victoria, BC, Canada V8Z 7X8.

Going concern basis

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. The Company has incurred operating losses since its inception, including $6.6 million for the six months ended October 31, 2024, and has accumulated a deficit of $105.1 million as of October 31, 2024. The Company had $3.6 million cash on hand as of October 31, 2024. The Company expects its cash on hand as of October 31, 2024 will be insufficient to fund the Company's operations for at least one year from the date these financial statements are available to be issued. These conditions raise material uncertainties which cast significant doubt as to whether the Company will be able to continue as a going concern should it not be able to obtain financing necessary to fund its planned revenue growth and working capital requirements.

The Company will need to raise additional funds to finance its operations and strategic goals and there can be no assurances that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part on the prevailing capital market conditions and profitability of its operations. If the Company is unable to raise sufficient funds, reductions in expenditures will be required, and this may impact the future growth plans of the Company.

Nasdaq Deficiency Notice

On August 19, 2024, the Company received written notification (the "Notification Letter") from Nasdaq indicating that the Company is not in compliance with the minimum bid price requirement set forth in the Nasdaq Rule 5450(a)(1) based on the closing bid price of the Company's common shares being less than US$1.00 per share for the 30 consecutive business days from July 5, 2024 to August 15, 2024. The Notification Letter is only a notification of deficiency, it is not a notice of imminent delisting, and it has no current immediate effect on the listing or trading of the Company’s common shares on Nasdaq.

BASIS OF PRESENTATION

(a)

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), and include the significant accounting policies as described in Note 3.

Certain items have been reclassified in the prior year financial statements to conform to the presentation and classification used in the current year. These reclassifications had no effect on the Company's consolidated operating results, financial position or cash flows.

These condensed interim consolidated financial statements were approved by the Company's Board of Directors.

(b)

Basis of measurement

These condensed interim consolidated financial statements have been prepared on the historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

(c)

Basis of consolidation

These condensed interim consolidated financial statements include the financial statements of the Company and the following subsidiaries which are wholly owned and subject to control by the Company:


Name of Subsidiary	% Equity Interest - October 31, 2024 and April 30, 2024	Country of Incorporation	Functional Currency
ImmunoPrecise Antibodies (Canada) Ltd.	100%	Canada	Canadian dollar
ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA")	100%	USA	US dollar
ImmunoPrecise Antibodies (N.D.) Ltd.	100%	USA	US dollar
ImmunoPrecise Antibodies (MA) LLC	100%	USA	US dollar
Talem Therapeutics LLC ("Talem")	100%	USA	US dollar
ImmunoPrecise Netherlands B.V.	100%	Netherlands	Euro
ImmunoPrecise Antibodies (Europe) B.V. ("IPA Europe")	100%	Netherlands	Euro
BioStrand B.V.	100%	Belgium	Euro
Idea Family B.V.	100%	Belgium	Euro
BioKey B.V.	100%	Belgium	Euro
BioClue B.V.	100%	Belgium	Euro
ImmunoPrecise Antibodies (Quebec), Ltd.	100%	Canada	Canadian dollar
9438-9244 Quebec, Inc.	100%	Canada	Canadian dollar

Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

(d)

Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements. The presentation currency of the Company is the Canadian dollar.

Foreign currency translation

Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.

Foreign currency transactions

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

(e)

Correction of immaterial error

During the first quarter of fiscal year 2025, we corrected an immaterial error related to fiscal years 2023 and 2024. The adjustment related to the correction of the recognition of a deferred tax asset and resulting offset with the deferred income tax liability for fiscal years 2023 and 2024. The error had the impact of overstating the deferred tax liability and overstating the net loss in fiscal 2023 and 2024. Management evaluated the effect of the adjustment on previously issued interim and annual consolidated financial statements in accordance with IFRS guidelines and concluded that it was immaterial to the interim and annual periods. As a result, in accordance with IFRS, we corrected the comparative periods in our Consolidated Statements of Financial Position and Comprehensive Loss as of October 31, 2024.

The effects of this adjustment on the comparative periods in our Consolidated Statements of Financial Position and Comprehensive Loss as of October 31, 2024 are as follows:


	Previously reported			Adjustments			As adjusted
Balance sheet items: (in thousands)	4/30/2024			4/30/2024			4/30/2024
Deferred income tax liability		5,825			(1,758	)		4,067
Total liabilities		26,067			(1,757	)		24,310
Accumulated deficit		(100,265	)		1,705			(98,560	)
Accumulated other comprehensive loss		2,025			53			2,078
Total shareholders' equity		33,921			1,757			35,678


	Previously three months reported			Adjustments			As adjusted
Income statement items: (in thousands)	10/31/2023			10/31/2023			10/31/2023
Income taxes		(32	)		214			182
Net loss for the period		(2,622	)		213			(2,409	)
Exchange difference on translating foreign operations		516			(54	)		462
Comprehensive loss for the period		(2,106	)		159			(1,947	)
Basic and diluted loss per share*		(0.10	)		0.00			(0.10	)


	Previously six months reported			Adjustments			As adjusted
Income statement items: (in thousands)	10/31/2023			10/31/2023			10/31/2023
Income taxes		230			366			596
Net loss for the period		(6,193	)		366			(5,827	)
Exchange difference on translating foreign operations		(698	)		(10	)		(708	)
Comprehensive loss for the period		(6,891	)		356			(6,535	)
Basic and diluted loss per share*		(0.25	)		0.02			(0.23	)

* Because of the net loss, basic and diluted loss per share are the same given potential dilutive common shares are excluded from the computation as their effect would be anti-dilutive.

ADOPTION OF NEW ACCOUNTING STANDARDS

Standards not yet adopted

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

These amendments are effective for reporting periods beginning on or after January 1, 2024, which is our fiscal year ending April 30, 2025. We adopted these amendments in our first fiscal quarter ending July 31, 2024 with no impact noted to our classification of liabilities.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the condensed interim consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Estimates and judgments applied in the preparation of the condensed interim consolidated financial statements are the same as those presented in the Company’s audited annual financial statements for the year ended April 30, 2024.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

PROPERTY AND EQUIPMENT

The table below includes both property and equipment and right-of-use assets.


(in thousands)	Computer Hardware $			Furniture & Equipment $			Computer Software $			Building $			Automobile $			Leasehold Improvements $			Lab Equipment $			WIP - Leasehold Improvements $		Total $
Cost:
Balance, April 30, 2023		288			53			50			9,085			167			626			6,473			31		16,773
Additions		56			—			—			7,826			1			27			1,316			—		9,226
Disposals		(111	)		(31	)		(49	)		(1,634	)		—			(344	)		(2,554	)		—		(4,723	)
Foreign exchange		(4	)		—			(1	)		(133	)		(3	)		(1	)		(92	)		—		(234	)
Balance, April 30, 2024		229			22			—			15,144			165			308			5,143			31		21,042
Additions		—			17			—			—			141			20			186			76		440
Disposals		—			—			—			—			(69	)		—			—			—		(69	)
Foreign exchange		6			—			—			350			6			2			140			—		504
Balance, October 31, 2024		235			39			—			15,494			243			330			5,469			107		21,917

Accumulated Depreciation:
Balance, April 30, 2023		157			33			50			1,752			57			388			3,913			—		6,350
Depreciation		101			4			—			1,723			56			58			849			—		2,791
Disposals		(110	)		(31	)		(49	)		(1,606	)		—			(344	)		(2,554	)		—		(4,694	)
Foreign exchange		(2	)		—			(1	)		(37	)		(1	)		—			(60	)		—		(101	)
Balance, April 30, 2024		146			6			—			1,832			112			102			2,148			—		4,346
Depreciation		43			4			—			950			32			33			520			—		1,582
Disposals		—			—			—			—			(69	)		—			—			—		(69	)
Foreign exchange		4			—			—			48			5			—			43					100
Balance, October 31, 2024		193			10			—			2,830			80			135			2,711			—		5,959

Net Book Value:
April 30, 2024		83			16			—			13,312			53			206			2,995			31		16,696
October 31, 2024		42			29			—			12,664			163			195			2,758			107		15,958

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

INTANGIBLE ASSETS

Changes in the value of the intangible assets during the six months ended October 31, 2024 and the year ended April 30, 2024 are as follows:


(in thousands)	Internally Generated Development Costs $		Intellectual Property $			Proprietary Processes $			Certifications $			Customer List $			Total $
Cost:
Balance, April 30, 2023		33		35,143			8,103			139			198			43,616
Impairments and disposals		—		(3,830	)		(40	)		—			(193	)		(4,063	)
Foreign exchange		—		(595	)		(136	)		(3	)		(5	)		(739	)
Balance, April 30, 2024		33		30,718			7,927			136			—			38,814
Foreign exchange		—		927			239			4			—			1,170
Balance, October 31, 2024		33		31,645			8,166			140			—			39,984

Accumulated Amortization:
Balance, April 30, 2023		14		4,775			7,633			136			132			12,690
Amortization		19		2,666			216			2			65			2,968
Disposal		—		—			—			—			(193	)		(193	)
Foreign exchange		—		(74	)		(128	)		(2	)		(4	)		(208	)
Balance, April 30, 2024		33		7,367			7,721			136			—			15,257
Amortization		—		1,184			35			—			—			1,219
Foreign exchange		—		261			236			4			—			501
Balance, October 31, 2024		33		8,812			7,992			140			—			16,977

Net Book Value:
April 30, 2024		—		23,351			206			—			—			23,557
October 31, 2024		—		22,833			174			—			—			23,007

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

CONVERTIBLE DEBENTURES

On July 16, 2024 YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), entered into a securities purchase agreement (the "Securities Purchase Agreement") under which the Company agreed to sell and issue to Yorkville U.S.$3.0 million aggregate principal amount of convertible debentures (the “Convertible Debentures”) in two tranches and at a purchase price of 95% of the aggregate principal amount.

The Convertible Debentures are convertible into common shares of the Company, no par value (the “Common Shares”). The sale and issue of the first tranche consists of U.S.$2.0 million principal amount of Convertible Debentures and was completed on July 16, 2024 (the “First Closing”) with a maturity date of July 16, 2025. The sale and issue of the second tranche consists of U.S.$1.0 million principal amount of Convertible Debentures and was completed on August 16, 2024, with a maturity date of July 16, 2025.

Each Convertible Debenture is an unsecured obligation of the Company and is guaranteed by certain of the Company’s subsidiaries. The Convertible Debentures incur interest at a rate of 8.0% per annum. The outstanding principal amount, and accrued and unpaid interest, if any, on the Convertible Debentures must be paid by the Company in cash when the same becomes due and payable under the terms of the Convertible Debentures at their stated maturity, upon their redemption or otherwise. The Convertible Debentures are redeemable at any time provided that the volume-weighted average price (“VWAP”) for the Common Shares is less than $1.16, at a redemption price equal to the principal amount, plus accrued and unpaid interest on the principal amount to be redeemed, plus a 10% premium. If at any time on and after November 1, 2024, the daily VWAP for the Common Shares is less than $0.20 for five trading days during a period of seven consecutive trading days or a default with respect to the Registration Statement has occurred, the Company shall be required to make monthly installments payments on the Convertible Debentures in an amount equal to $300,000 principal amount, plus accrued and unpaid interest on the outstanding principal amount, plus a 10% premium. Subject to certain limitations contained in the Securities Purchase Agreement and the Convertible Debentures, the Convertible Debentures are redeemable by the Company and convertible by the holders if certain conditions are met.

In connection with the offering, the Company and Yorkville entered into a customary registration rights agreement pursuant to which the Company agreed to provide certain registration rights to Yorkville under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).

During the three months ended October 31, 2024, the Company completed conversions of U.S.$0.8 million of the principal amount of the Convertible Debentures, issued as part of the U.S.$1.0 million second tranche of the convertible debenture financing agreement with Yorkville, along with accrued interest. As a result of these transactions, the outstanding principal balance on the second tranche of the Convertible Debentures has been reduced by U.S.$0.8 million.

LEASES

The Company has leases for lab and office space and automobiles. Each lease is reflected in the consolidated statement of financial position as a right-of-use asset and a lease liability. The Company classifies right-of-use assets in a consistent manner to its property and equipment. The following is a schedule of the Company’s future minimum lease payments related to the equipment and automobiles under finance lease and the office lease obligation:


(in thousands)	$
2024 (remainder)		1,260
2025		2,502
2026		2,498
2027		2,491
2028		2,185
More than 5 years		5,878
Total minimum lease payments		16,814
Less: imputed interest		(3,484	)
Total present value of minimum lease payments		13,330
Less: Current portion		(1,661	)
Non-current portion		11,669

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

Total cash outflow for leases during the six months ended October 31, 2024 was $0.7 million (2023 - $0.7 million).

The nature of the Company’s leases by type of right-of-use asset as at October 31, 2024 is as follows:


Right-of-use asset type	No. of right-of-use assets leased		Range of remaining term	Average remaining lease term	No. of leases with extension options		No. of leases with options to purchase		No. of leases with variable payments linked to an index		No. of leases with termination options
Lab and office facilities		3	4.2 - 9.2 years	7.1 years		3		—		2		2
Automobiles		5	0.3 - 2.2 years	4.2 years		—		—		5		5

Right-of-use assets

The changes in the value of right-of-use assets during the six months ended October 31, 2024 and the year ended April 30, 2024 are as follows:


(in thousands)	Building $			Automobile $			Total $
Cost:
Balance, April 30, 2023		9,085			167			9,252
Additions		7,826			1			7,827
Disposals		(1,634	)		—			(1,634	)
Foreign exchange		(133	)		(3	)		(136	)
Balance, April 30, 2024		15,144			165			15,309
Additions		—			141			141
Disposals		—			(69	)		(69	)
Foreign exchange		350			6			356
Balance, October 31, 2024		15,494			243			15,737

Accumulated Depreciation:
Balance, April 30, 2023		1,752			57			1,809
Depreciation		1,723			56			1,779
Disposals		(1,606	)		—			(1,606	)
Foreign exchange		(37	)		(1	)		(38	)
Balance, April 30, 2024		1,832			112			1,944
Depreciation		950			32			982
Disposals		—			(69	)		(69	)
Foreign exchange		48			5			53
Balance, October 31, 2024		2,830			80			2,910

Net Book Value:
April 30, 2024		13,312			53			13,365
October 31, 2024		12,664			163			12,827

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

Lease payments not recognized as a liability

The Company has elected not to recognize a lease liability for leases with an expected term of 12 months or less. Additionally, certain variable lease payments are not permitted to be recognized as lease liabilities and are recognized in profit and loss as incurred. The expense relating to payments not included in the measurement of the lease liability during the six months ended October 31, 2024 and 2023 are as follows:


(in thousands)	2024 $		2023 $
Leases of low value assets		7		(20	)
Variable lease payments		281		280
		288		260

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

SHARE CAPITAL

Authorized:

Unlimited common shares without par value.

Share capital transactions:

2024 Transactions

During the year ended April 30, 2024, the Company issued 1,265,000 Common Shares in an underwritten public offering, including 165,000 Common Shares issued pursuant to the full exercise by the underwriter of its over-allotment option. The public offering price for each Common Share, before the underwriter's discount and commissions, was U.S.$1.00.

During the year ended April 30, 2024, the Company established an at-the-market equity offering facility with Clear Street LLC ("ATM Facility"), replacing its previous at-the-market equity offering facility with Jefferies LLC, which was terminated on February 1, 2024. An Open Market Sales Agreement ("ATM Agreement") was entered into with Clear Street LLC, as sole sales agent ("Agent") on February 23, 2024. The Company is entitled, at its discretion and from time-to-time during the term of the ATM Agreement, to sell Common Shares through the Agent. On February 23, 2024, in connection with the ATM Facility, the Company filed a prospectus supplement permitting the sales of Common Shares having an aggregate gross sales price of up to U.S.$60.0 million. On July 29, 2024, the Company filed an amendment to the prospectus supplement to reduce the aggregate gross sales price of Common Shares under the ATM Facility to U.S.$8.8 million. Sales of the Common Shares will be made in transactions that are deemed to be "at-the-market distributions" as defined in Rule 415(a)(4) of the U.S. Securities Act, including, without limitation, sales made directly on Nasdaq or any other existing trading market for the Common Shares in the United States. Common Shares will only be sold on the facilities of an exchange or market outside Canada to purchasers who the Company has no reason to believe are resident in Canada and, in all others cases, to purchasers who are not located or resident in Canada. The Company will determine, at its sole discretion, the date, minimum price and maximum number of Common Shares to be sold under the ATM Facility. The Common Shares will be distributed from time to time in negotiated transactions, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices, and/or in any other manner permitted by applicable law. As such, the prices may vary between purchasers over time. The Company is not required to sell any Common Shares at any time during the term of the ATM Facility. During the year ended April 30, 2024, 629,240 Common Shares were sold under the ATM Facility with proceeds net of commissions of $1.8 million.

2025 Transactions

During the three months ended July 31, 2024, the Company sold 357,760 Common Shares under the ATM Facility with proceeds net of commissions of $0.5 million.

During the three months ended October 31, 2024, the Company sold 1,588,539 Common Shares under the ATM Facility with proceeds net of commissions of $1.4 million.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

Options

The following table summarizes stock option awards during the six months ended October 31, 2024 and the year ended April 30, 2024, including the grant date fair value determined using the Black-Scholes option pricing model:


						Black-Scholes Option Pricing Model Inputs
Grant date	Stock options granted		Exercisable price/option $		Awarded to	Share price on grant date $	Dividend yield			Expected volatility			Risk-free rate			Expected life	Fair value
January 19, 2024(1)		240,000		1.48	Directors	1.48(2)		0	%		77	%		3.64	%	5.0 years	$0.4 million
January 4, 2023(1)		8,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$12 thousand
January 23, 2023(1)		8,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$12 thousand
March 1, 2023(1)		8,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$12 thousand
March 15, 2023(1)		4,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$6 thousand
April 2, 2023(1)		4,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$6 thousand
May 8, 2023(1)		4,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$6 thousand
May 23, 2023(1)		4,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$6 thousand
June 11, 2023(1)		8,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$12 thousand
August 8, 2023(1)		4,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$6 thousand
November 13, 2023(1)		8,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$12 thousand
January 1, 2024(1)		12,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$18 thousand
February 1, 2024(1)		4,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$6 thousand
February 19, 2024(1)		12,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$18 thousand
February 20, 2024(1)		4,000		1.47	Employees	1.47(2)		0	%		77	%		3.68	%	10 years	$6 thousand
September 18, 2023(1)		204,767		0.86	Executives	0.86(2)		0	%		77	%		2.88	%	10 years	$200 thousand
August 3, 2024(1)		595,000		0.86	Executives	0.86(2)		0	%		77	%		2.88	%	10 years	$600 thousand

(1)

Vesting conditions are as follows: one-fourth one year from hire date; one thirty-sixth each month after hire date.

(2)

Priced in U.S. dollars

Expected volatility of options granted is based on the historical volatility of the company from January 1, 2019 to the option grant date.

During the six months ended October 31, 2024 the Company has recorded $0.3 million (2023 - $1.1 million) of share-based expense.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

The changes in the stock options for the six months ended October 31, 2024 and the year ended April 30, 2024 are as follows:


	Number of options #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2023 (outstanding)		1,891,128			7.40		3.39
Granted		300,000			1.25		—
Expired		(564,195	)		7.15		—
Forfeited		(105,566	)		4.15		—
Balance, April 30, 2024 (outstanding)		1,521,367			5.90		4.28
Granted		799,767			1.20		—
Expired		(25,249	)		14.75		—
Forfeited		(13,419	)		1.45		—
Balance, October 31, 2024 (outstanding)		2,282,466			5.05		5.32
Unvested		(919,686	)		1.36		9.03
Exercisable, October 31, 2024		1,362,780			7.54		2.82

Details of the options outstanding as of October 31, 2024 are as follows:


Expiry Date	Exercise price $		Remaining life (year)		Options outstanding		Unvested		Vested
September 1, 2025		8.50		0.84		220,000		—		220,000
January 6, 2026		20.30		1.18		142,000		—		142,000
January 2, 2026		6.89		1.17		5,650		—		5,650
January 7, 2027		7.94		2.19		235,000		—		235,000
January 13, 2027		8.30		2.20		16,000		—		16,000
May 15, 2027		5.79		2.54		64,000		—		64,000
February 19, 2027(1)		5.71		2.30		7,265		—		7,265
February 19, 2028(1)		5.71		3.30		475,452		—		475,452
January 19, 2034(2)		2.06		4.22		240,000		111,111		128,889
January 4, 2033(3)		2.05		8.18		8,000		4,667		3,333
January 23, 2033(3)		2.05		8.24		8,000		4,667		3,333
March 1, 2033(3)		2.05		8.34		8,000		5,000		3,000
April 2, 2033(3)		2.05		8.42		4,000		2,583		1,417
May 8, 2033(3)		2.05		8.52		4,000		2,667		1,333
May 23, 2033(3)		2.05		8.56		1,332		—		1,332
June 11, 2033(3)		2.05		8.62		8,000		5,500		2,500
August 8, 2033(3)		2.05		8.78		4,000		2,917		1,083
November 13, 2033(3)		2.05		9.04		8,000		8,000		—
January 1, 2034(3)		2.05		9.18		12,000		12,000		—
February 1, 2034(3)		2.05		9.26		4,000		4,000		—
February 19, 2034(3)		2.05		9.31		8,000		8,000		—
August 2, 2034(4)		1.20		9.76		799,767		748,575		51,192
Balance, October 31, 2024 (outstanding)		5.05		5.32		2,282,466		919,686		1,362,780

(1)

Exercise price of US $4.10. The figure in the table above is translated at the October 31, 2024 rate.

(2)

Exercise price of US $1.48. The figure in the table above is translated at the October 31, 2024 rate.

(3)

Exercise price of US $1.47. The figure in the table above is translated at the October 31, 2024 rate.

(4)

Exercise price of US $0.86. The figure in the table above is translated at the October 31, 2024 rate.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

Finder’s Warrants

There were no changes in the finder's warrants during the six months ended October 31, 2024 or the year ended April 30, 2024. Details of the finder’s warrants outstanding as of October 31, 2024 are as follows:


	Number of warrants #		Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2023		130,111		22.77		2.77
Issued		56,650		1.37		4.61
Balance, April 30, 2024		186,761		16.44		2.62
Balance, October 31, 2024		186,761		16.72		2.12

Details of the finder's warrants outstanding as at October 31, 2024.


Expiry Date	Exercise price $		Remaining life (year)		Warrants outstanding
February 3, 2026(1)		23.40		1.26		130,111
December 8, 2028(2)		1.39		4.11		56,650

(1)

Exercise price of US $16.81. The figure in the table above is translated at the October 31, 2024 rate.

(2)

Exercise price of US $1.00. The figure in the table above is translated at the October 31, 2024 rate.

10.

EMPLOYEE REMUNERATION

Expenses recognized for employee benefits for the three and six months ended October 31, 2024 and 2023 are detailed below:


	Three months ended October 31,				Six months ended October 31,
(in thousands)	2024 $		2023 $		2024 $		2023 $
Wages, salaries		2,338		2,747		5,013		5,526
Employee benefits		261		264		470		604
Payroll taxes		188		183		388		364
Severance		—		—		—		60
Share-based expense		170		297		322		1,120
		2,957		3,491		6,193		7,674

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

11.

RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Kristin Taylor, CFO; Brad McConn, former Chief Financial Officer; Dr. Ilse Roodink, Chief Scientific Officer; Lisa Helbling, former Director, Dr. Barry Duplantis, former Vice President of Client Relations; and Directors of the Company. During the six months ended October 31, 2024 and 2023, the compensation for key management is as follows:


	Three months ended October 31,				Six months ended October 31,
(in thousands)	2024 $		2023 $		2024 $		2023 $
Salaries and other short-term benefits		918		926		1,531		1,573
Severance (included in salaries)		—		—		—		60
Share-based expense		163		604		279		1,120
Director compensation (included in salaries)		84		100		168		171
		1,165		1,630		1,978		2,924

As of October 31, 2024, included in accounts payable and accrued liabilities is $1.8 million (April 30, 2024 - $1.2 million) due to related parties. The amounts payable are non-interest bearing and unsecured.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted.

12.

COMMITMENTS

The share purchase agreement related to the acquisition of BioStrand includes contingent earnout payments based on 20% of the EBITDA of BioStrand, as defined in the share purchase agreement, over a 7-year period ending April 30, 2029, which shall not exceed in total €12.0 million. The Company has determined these payments relate to post-acquisition services because they are contingent on the employment of two key employees and will be expensed in the period earned. As of October 31, 2024, the Company has not incurred any related earnout expense or payments and the maximum unpaid commitment related to the BioStrand earnout is €12.0 million.

13.

GRANT AND SUBSIDY INCOME

During May 2022, the Company received a €0.5 million round of grant funding from VLAIO (Flanders Innovation & Entrepreneurship), the research fund of the Flemish regional government in Belgium. During the six months ended October 31, 2024, the Company recorded €0.1 million in grant income related to this funding.

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

14.

SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

As of October 31, 2024 and April 30, 2024, the Company has one reportable segment, being antibody production and related services.

The Company’s revenues are allocated to geographic regions for the three and six months ended October 31, 2024 and 2023 as follows:


	Three months ended October 31,				Six months ended October 31,
(in thousands)	2024 $		2023 $		2024 $		2023 $
United States of America		3,328		3,206		6,294		5,639
Europe		2,231		2,401		4,489		5,366
Canada		48		118		64		243
Australia		370		65		370		148
Other		148		360		171		441
		6,125		6,150		11,388		11,837

The Company’s revenues are allocated according to revenue types for the three and six months ended October 31, 2024 and 2023 as follows:


	Three months ended October 31,				Six months ended October 31,
(in thousands)	2024 $		2023 $		2024 $		2023 $
Project revenue		5,446		5,518		10,340		10,734
Product sales revenue		617		577		951		976
Cryostorage revenue		62		55		97		127
		6,125		6,150		11,388		11,837

The Company’s non-current assets are allocated to geographic regions as of October 31, 2024 and April 30, 2024 as follows:


	October 31, 2024 $		April 30, 2024 $
North America - Corporate		79		80
North America		3,880		4,138
Belgium		21,980		22,261
Netherlands		21,522		22,022
		47,461		48,501

Geographic segmentation of the Company’s net income (loss) for the three and six months ended October 31, 2024 and 2023 is as follows:


	Three months ended October 31,						Six months ended October 31,
(in thousands)	2024 $			2023 $			2024 $			2023 $
North America - Corporate		(1,910	)		(1,142	)		(4,497	)		(2,687	)
North America		280			(16	)		154			(715	)
Belgium		(1,094	)		(1,157	)		(2,698	)		(1,975	)
Netherlands		171			(94	)		489			(450	)
		(2,553	)		(2,409	)		(6,552	)		(5,827	)

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

Geographic segmentation of the interest and accretion, and amortization and depreciation for the three and six months ended October 31, 2024 and 2023 is as follows:


	Three months ended October 31,						Six months ended October 31,
Interest and accretion (in thousands)	2024 $			2023 $			2024 $			2023 $
North America - Corporate		(74	)		(16	)		(69	)		(10	)
North America		57			48			114			80
Belgium		123			34			127			37
Netherlands		180			120			364			238
		286			186			536			345


	Three months ended October 31,				Six months ended October 31,
Amortization and depreciation (in thousands)	2024 $		2023 $		2024 $		2023 $
North America - Corporate		1		3		3		6
North America		165		145		333		302
Belgium		528		604		1,050		1,209
Netherlands		721		601		1,424		1,330
		1,415		1,353		2,810		2,847

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

15.

SUPPLEMENTAL CASH FLOW INFORMATION


Non-cash investing and financing transactions (in thousands)	October 31, 2024 $		October 31, 2023 $
Acquisition of building, vehicle and equipment by lease		141		2,729
Settlement of debentures		1,033		—

The following changes in liabilities arose from financing activities:


						Non-cash changes
(in thousands)	April 30, 2024 $		Cash Flows $			Acquisition $		Settlement / Disposal $			Accretion $		Foreign exchange movements and change in estimates $		October 31, 2024 $
Deferred acquisition payments		284		—			—		—			5		9		298
Debentures		—		—			4,059		(1,033	)		—		67		3,093
Leases		13,680		(801	)		141		—			—		310		13,330
Total		13,964		(801	)		4,200		(1,033	)		5		386		16,721


						Non-cash changes
(in thousands)	April 30, 2023 $		Cash Flows $			Acquisition $		Debt forgiven / Settlement / Disposal $			Accretion $		Foreign exchange movements and change in estimates $			October 31, 2023 $
Deferred acquisition payments		717		—			—		(146	)		10		(10	)		571
Leases		7,267		(715	)		2,729		—			—		293			9,574
Total		7,984		(715	)		2,729		(146	)		10		283			10,145

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended October 31, 2024 and 2023

(Unaudited - Expressed in Canadian dollars)

16.

SUBSEQUENT EVENTS

On November 13, 2024, $0.2 million of the principal amount of the Convertible Debentures, along with accrued interest, was converted for 411,257 Common Shares. On December 9, 2024, $0.2 million of the principal amount of the Convertible Debentures, along with accrued interest, was converted for 491,827 Common Shares and brought the remaining principal balance on Debenture 2 to $0.