SUPPL 1 tm2624381d5_suppl.htm SUPPL

Filed pursuant to General Instruction II.L of Form F-10
File No. 333-298852

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement (the “Prospectus Supplement”), together with the accompanying short form base shelf prospectus dated September 15, 2026 (the “Base Shelf Prospectus” and, as supplemented by this Prospectus Supplement, the “Prospectus”) to which it relates, as amended or supplemented, and each document incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this Prospectus Supplement and the accompanying Base Shelf Prospectus from documents filed with securities commissions or similar authorities in Canada and with the United States Securities and Exchange Commission (the “SEC”). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Cardiol Therapeutics Inc. at 2265 Upper Middle Road East, Suite 602, Oakville, Ontario L6H 0G5, tel.: (289) 910 0850, and are also available electronically on the Canadian System for Electronic Document Analysis and Retrieval+, or SEDAR+, which can be accessed at www.sedarplus.ca or on the Electronic Data Gathering, Analysis and Retrieval System, or EDGAR, which can be accessed at www.sec.gov.

DATED SEPTEMBER 16, 2026

PROSPECTUS SUPPLEMENT

To the Short Form Base Shelf Prospectus dated September 15, 2026

Secondary Offering

September 16, 2026

CARDIOL THERAPEUTICS INC.

15,037,500 Class A Common Shares

On October 20, 2025, Cardiol Therapeutics Inc. (“Cardiol” or the “Corporation”) completed a private placement (the “Unit Private Placement”) to certain investors of an aggregate of 10,025,000 units of the Corporation (each, a “Unit”), each Unit consisting of one Class A Common Share (a “Unit Share”) of the Corporation and one-half (1/2) of one common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $1.35 per Warrant Share until 5:00 p.m. (Toronto time) on the date (the “Expiry Date”) that is 24 months from the date of issuance of the Warrants, subject to adjustment in accordance with the terms of the applicable warrant certificates.

This Prospectus Supplement to the Base Shelf Prospectus of the Corporation relates to: (i) the offer and sale from time to time of 10,025,000 Unit Shares issued on October 17 and 20, 2025 as part of the Unit Private Placement by the Selling Shareholders (as defined under the heading “Selling Shareholders”), and (ii) the offer and sale from time to time by the Selling Shareholders of 5,012,500 Warrant Shares issuable upon the exercise of Warrants issued by the Corporation pursuant to the Unit Private Placement by the Selling Shareholders (the “Offering”). The Class A common shares of the Corporation are referred to as “Common Shares” and the Unit Shares issued to and Warrant Shares issuable to the Selling Shareholders are referred to as the “Registrable Securities” in this Prospectus Supplement. See “Plan of Distribution”.

This Prospectus Supplement is filed pursuant to (i) the Base Shelf Prospectus filed in each of the provinces and territories of Canada, and (ii) a base shelf prospectus filed as part of the Corporation’s registration statement on Form F-10, as amended (File No. 333-298852) (the “U.S. Registration Statement”), which was originally filed with the SEC under the U.S. Securities Act on September 10, 2026, as amended on September 16, 2026 (the “Amendment”). The U.S. Registration Statement became automatically effective upon filing of the Amendment pursuant to Rule 467(a) of the U.S. Securities Act on September 16, 2026.

The Corporation is registering the Registrable Securities in the United States in order to permit the Selling Shareholders to offer the Registrable Securities for sale or other disposition from time to time. This Prospectus Supplement has been filed in each province and territory of Canada, except Quebec, to qualify the distribution of the Registrable Securities by Canadian Selling Shareholders in the United States.

All dollar amounts in this Prospectus Supplement are in United States dollars, unless otherwise indicated. See “Exchange Rate Information”.

An investment in the Registrable Securities involves a high degree of risk. Prospective investors should carefully consider the risk factors described in and/or incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors”.

The Common Shares are listed on the Toronto Stock Exchange (the “TSX”) and on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CRDL”. On September 15, 2026, the last trading day of the Common Shares on the TSX and Nasdaq before the date hereof, the closing price of the Common Shares was C$2.58 and US$1.85, respectively.

No Underwriter has been involved in the preparation of, or has performed any review of, this Prospectus Supplement or the accompanying Base Shelf Prospectus.

Cardiol is permitted under a multijurisdictional disclosure system (“MJDS”) adopted by the securities regulatory authorities in Canada and the United States to prepare this Prospectus Supplement and the accompanying Base Shelf Prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), however, are also subject to Canadian auditing and auditor independence standards and thus may not be comparable to financial statements of United States companies.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the facts that (i) the Corporation is incorporated or organized under the laws of Ontario, Canada, (ii) the majority of its officers and directors are residents of a country other than the United States, (iii) some or all of the experts named in this Prospectus Supplement and the Base Shelf Prospectus may be residents of a country other than the United States and (iv) all or a substantial portion of the assets of the Corporation and the assets of the foregoing persons may be located outside the United States. See “Enforceability of Civil Liabilities”.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES OR ANY CANADIAN SECURITIES REGULATOR NOR HAVE ANY OF THE FOREGOING PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT AND THE BASE SHELF PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospective investors should be aware that the acquisition, holding or disposition of the Registrable Securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States and Canada may not be described fully herein. You should read the tax discussion contained in this Prospectus Supplement and consult your own tax advisor with respect to your own particular circumstances. See the sections titled “Eligibility for Investment”, “Certain Canadian Federal Income Tax Considerations”, “Certain U.S. Federal Income Tax Considerations” and “Risk Factors”.

The Corporation is not making any offer of the Registrable Securities in any jurisdiction where the offer is not permitted by law.

The registered and head office of the Corporation is located at Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5.

Dr. Guillermo Torre-Amione, Dr. Timothy Garnett, Colin Stott, Jennifer Chao and Teri Loxam, directors of the Corporation, and certain Selling Shareholders reside outside of Canada. Although Dr. Torre-Amione, Dr. Garnett, Mr. Stott, Ms. Chao and Ms. Loxam, and such Certain Selling Shareholders have appointed Cardiol Therapeutics Inc. at Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5 as their agent for service of process in Canada, investors are advised that it may not be possible for investors to enforce judgments obtained in Canadian courts predicated upon civil liability provisions of applicable securities law in Canada.

Investors should assume that the information appearing in this Prospectus Supplement, the Base Shelf Prospectus and the documents incorporated by reference herein and therein is accurate only as of the respective dates of the documents in which such information appears, regardless of the time of delivery of this Prospectus Supplement or of any sale of the Registrable Securities. See “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” in this Prospectus Supplement and in the Base Shelf Prospectus.

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

	Page
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING base shelf PROSPECTUS	S-6
EXCHANGE RATE INFORMATION	S-6
MARKET AND INDUSTRY DATA	S-10
TRADEMARKS AND TRADE NAMES	S-10
DOCUMENTS INCORPORATED BY REFERENCE	S-11
THE CORPORATION	S-12
Consolidated Capitalization	S-13
USE OF PROCEEDS	S-13
SELLING SHAREHOLDERS	S-14
PLAN OF DISTRIBUTION	S-19
TRADING PRICE AND VOLUME	S-29
PRIOR SALES	S-30
LEGAL MATTERS	S-33
TRANSFER AGENT AND REGISTRAR	S-33
INDEPENDENT AUDITOR	S-33
RISK FACTORS	S-33
ENFORCEABILITY OF CIVIL LIABILITIES	S-36

TABLE OF CONTENTS

Base Shelf Prospectus

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION	6
MARKET AND INDUSTRY DATA	8
TRADEMARKS AND TRADE NAMES	8
ENFORCEMENT OF CANADIAN JUDGMENTS AGAINST FOREIGN PERSONS	9
ENFORCEMENT OF CIVIL LIABILITIES	9
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION	9
FINANCIAL INFORMATION	10
WHERE TO FIND ADDITIONAL INFORMATION	10
DOCUMENTS INCORPORATED BY REFERENCE	10
DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT	12
SUMMARY DESCRIPTION OF THE BUSINESS	12
RECENT DEVELOPMENTS	13
PLAN OF DISTRIBUTION	17
USE OF PROCEEDS	18
SELLING SECURITYHOLDERS	20
EARNINGS COVERAGE RATIO	20
CONSOLIDATED CAPITALIZATION	20
PRICE RANGE AND TRADING VOLUME	21
PRIOR SALES	21
RISK FACTORS	24
DIVIDEND POLICY	28
DESCRIPTION OF COMMON SHARES	28
DESCRIPTION OF DEBT SECURITIES	28
DESCRIPTION OF WARRANTS	29
DESCRIPTION OF SUBSCRIPTION RECEIPTS	29
DESCRIPTION OF UNITS	30
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	30
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	31
PROMOTER	35
LEGAL MATTERS	35
TRANSFER AGENT AND REGISTRAR	35
INTEREST OF EXPERTS	35
INDEPENDENT AUDITOR	35
EXEMPTIONS	35

IMPORTANT NOTICE ABOUT INFORMATION IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING base shelf PROSPECTUS

This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Registrable Securities that are being registered pursuant to this Prospectus Supplement and also adds to and updates certain information contained in the Base Shelf Prospectus and the documents incorporated by reference herein and therein. The second part, the Base Shelf Prospectus, gives more general information, some of which may not apply to the Registrable Securities registered hereunder. This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purposes of the Offering constituted by this Prospectus Supplement. This Prospectus shall not be used by anyone for any purpose other than in connection with the Offering.

Purchasers should rely only on the information contained in or incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus. The Corporation has not authorized any other person to provide purchasers with additional or different information. If anyone provides purchasers with different or inconsistent information, such purchasers should not rely on it. We are not making an offer of the Registrable Securities in any jurisdiction where such offer is not permitted. Purchasers should assume that the information appearing in this Prospectus Supplement and the Base Shelf Prospectus that is incorporated herein and in the Base Shelf Prospectus by reference, is accurate as of their respective dates only. The Corporation’s business, financial condition, results of operations and prospects may have changed since those dates.

The Corporation filed the Base Shelf Prospectus with the securities commissions in all Canadian provinces and territories (the “Canadian Qualifying Jurisdictions”) in order to qualify the offering of the securities described in the Base Shelf Prospectus in accordance with National Instrument 44-102 Shelf Distributions. The Ontario Securities Commission issued a receipt dated September 15, 2026, in respect of the final Base Shelf Prospectus as the principal regulatory authority under Multilateral Instrument 11-102 Passport System, and each of the other commissions in the Canadian Qualifying Jurisdictions is deemed to have issued a receipt under National Policy 11-202 Process for Prospectus Review in Multiple Jurisdictions.

The Base Shelf Prospectus also forms part of the U.S. Registration Statement on Form F-10, as amended (File No. 333-298852), which was originally filed with the SEC under the U.S. Securities Act on September 10, 2026, as amended on September 16, 2026. The U.S. Registration Statement became automatically effective upon filing of the Amendment pursuant to Rule 467(a) of the U.S. Securities Act on September 16, 2026. The U.S. Registration Statement incorporates the Base Shelf Prospectus with certain modifications and deletions permitted by Form F-10 and the rules and regulations of the SEC. This Prospectus Supplement is being filed by the Corporation, with certain modifications and deletions permitted by Form F-10, with the SEC in accordance with the instructions to Form F-10. This Prospectus Supplement and the Base Shelf Prospectus do not contain all of the information set forth in the U.S. Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC, or the schedules or exhibits that are part of the U.S. Registration Statement. Investors in the United States should refer to the U.S. Registration Statement and the exhibits thereto for further information with respect to Cardiol and the Registrable Securities.

References in this Prospectus Supplement to “Cardiol”, “we”, “us” or “our” refer to the Corporation, unless the context indicates otherwise.

This Prospectus Supplement is deemed to be incorporated by reference in the Base Shelf Prospectus solely for the purposes of the Offering. Other documents are also incorporated or deemed to be incorporated by reference in this Prospectus Supplement and in the Base Shelf Prospectus. See “Documents Incorporated by Reference”.

EXCHANGE RATE INFORMATION

The financial statements incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus and the other documents incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus, and the financial data derived from those financial statements included in this Prospectus Supplement, the Base Shelf Prospectus and the documents incorporated by reference therein, are presented in Canadian dollars, unless otherwise specified, and have been prepared in accordance with IFRS, as issued by the IASB, and as set out in Part I of the Handbook of the Chartered Professional Accountants of Canada. References in this Prospectus Supplement to “dollars”, or “$” are to United States dollars. Canadian dollars are indicated by the symbol “C$”.

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The following table lists, for each period presented, the high and low exchange rates, the average of the exchange rates during the period indicated, and the exchange rates at the end of the period indicated, for one United States dollar, expressed in Canadian dollars, based on the closing exchange rate published by the Bank of Canada for the applicable periods.

	$ to C$ Fiscal Year Ended December 31				$ to C$ 6 months Ended June 30
	2025		2024		2026		2025
Rate at the end of period		1.3706		1.4389		1.4210		1.3643
Average rate during period		1.3978		1.3698		1.3781		1.4094
Highest rate during period		1.4603		1.4416		1.4234		1.4603
Lowest rate during period		1.3558		1.3316		1.3515		1.3558

On September 15, 2026, the daily exchange rate for one United States dollar, expressed in Canadian dollars, as reported by the Bank of Canada, was $1.00 = C$1.3917.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus Supplement, the Base Shelf Prospectus and other publicly available documents, including the documents that are incorporated by reference in this Prospectus and in such publicly available documents, includes certain “forward looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking information”).

Forward-looking information can be identified by words or phrases such as: “may”, “might”, “could”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict”, or “likely”, or the negative of these terms, or other similar expressions or references to future periods. All information other than historical facts, included in this Prospectus that address activities, events or developments that the Corporation expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Corporation’s business, operations, plans and other such matters is intended to identify forward-looking information. Statements containing forward-looking information are not historical facts.

The Corporation has based the forward-looking information on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy, and financial needs. The forward-looking information includes, among other things, statements relating to

our anticipated cash needs, and the need for additional financing;

our development of our product candidates for use in testing, research, pre-clinical studies, clinical studies, and commercialization, if approved;

our ability to develop new routes of administration of our product candidates, including parenteral, for use in testing, research, pre-clinical studies, clinical studies, and commercialization, if approved;

our ability to develop new formulations of our product candidates for use in testing, research, pre-clinical studies, clinical studies, and commercialization, if approved;

the successful development and commercialization, if approved, of our current product candidates and the addition of future products and product candidates;

the ability of our product delivery technologies to deliver our product candidates to inflamed and/or fibrotic tissue;

our intention to build a pharmaceutical brand and our products focused on addressing inflammation and fibrosis in heart disease, including, but not limited to, acute myocarditis, recurrent pericarditis, and heart failure;

the expected medical benefits, viability, safety, efficacy, effectiveness, and dosing of our product candidates;

our patents and intellectual property, including, but not limited to, our (a) ability to procure, defend, and/or enforce our intellectual property relating to our products, product formulations, routes of administration, product candidates, and associated uses, methods, and/or processes, and (b) freedom to operate;

S-7

our competitive position and the regulatory environment in which we operate;

the molecular targets and mechanism of action of our product candidates;

our financial position; our business strategy; our growth strategies; our operations; our financial results; our dividend policy; our plans and objectives; and

expectations of future results, performance, milestones, achievements, prospects, opportunities, or the market in which we operate.

In addition, any statements that refer to expectations, intentions, projections, or other characterizations of future events or circumstances contain forward-looking information. Forward-looking information is based on certain assumptions and analyses made by the Corporation in light of the experience and perception of historical trends, current conditions, and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with this forward-looking information. Given these risks, uncertainties, and assumptions, prospective purchasers of Registrable Securities should not place undue reliance on this forward-looking information. Whether actual results, performance, or achievements will conform to the Corporation’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions, and other factors, including those listed under “Risk Factors”, which include:

the inherent uncertainty of product development including testing, research, pre-clinical studies, and clinical trials;

our requirement for additional financing;

our negative cash flow from operations;

our history of losses;

dependence on the success of our product candidates which may not generate revenue, if approved;

reliance on management, loss of members of management or other key personnel, or an inability to attract new management team members;

our ability to successfully design, initiate, execute, and complete clinical trials, including the high cost, uncertainty, and delay of clinical trials and additional costs associated with any failed clinical trials;

the uncertainty our investigational products will have a therapeutic benefit in the clinical indications we are pursuing;

potential equivocal or negative results from clinical trials and their adverse impacts on our future commercialization efforts;

our ability to receive and maintain regulatory exclusivities in multiple jurisdictions, including Orphan Drug/Medicine Designations/Approvals, for our product candidates;

delays in achievement of projected development goals;

management of additional regulatory burdens;

volatility in the market price for the Common Shares;

failure to protect and maintain and the consequential loss of intellectual property rights;

third-party claims relating to misappropriation by the Corporation of their intellectual property;

reliance on third parties to conduct and monitor our pre-clinical studies and clinical trials;

our product candidates being subject to controlled substance laws which may vary from jurisdiction to jurisdiction;

changes in laws, regulations, and guidelines relating to our business, including tax and accounting requirements;

our reliance on research regarding the medical benefits, viability, safety, efficacy, and dosing of our product candidates;

claims for personal injury or death arising from the use of our future products and product candidates;

uncertainty relating to market acceptance of our product candidates, if approved;

our lack of experience in commercializing any products, including selling, marketing, or distributing pharmaceutical products;

securing third-party payor reimbursement for our product candidates, if approved;

the level of pricing and reimbursement for our product candidates, if approved;

our dependence on contract manufacturers;

unsuccessful collaborations with third parties;

S-8

business disruptions affecting third-party suppliers and manufacturers;

delays in the timing of regulatory authority decision-making, actions, and meetings as a result of workforce re-

alignment, and potentially significant reductions in workforce or other resources, including at the United States Food and Drug Administration ("U.S. FDA") and other U.S. federal agencies;

lack of control in future production and selling prices of our product candidates, if approved;

competition in our industry;

our inability to develop new technologies and products and the obsolescence of existing technologies and products;

unfavorable publicity or consumer perception towards any products for which we receive marketing authorization;

product liability claims and product recalls;

inability to expand our business to other jurisdictions;

fraudulent activities of employees, contractors, and consultants;

our reliance on key inputs and their related costs;

difficulty associated with forecasting demand for products;

operating risk and insurance coverage;

our inability to manage growth;

conflicts of interest among our officers and directors;

managing damage to our reputation and third-party reputational risks;

relationships with customers and third-party payors and consequential exposure to applicable anti-kickback, fraud, and abuse and other healthcare laws;

exposure to information systems security threats;

no dividends for the foreseeable future;

future sales of Common Shares by existing shareholders causing the market price for the Common Shares to fluctuate;

the issuance of Common Shares in the future causing dilution;

events outside of our control could adversely affect our operations;

our ability to remediate any material weakness in our internal control over financial reporting;

global geo-political events, and the responses of governments having a significant effect on the world economy; and

failure to meet regulatory or ethical expectations on environmental impact, including climate change.

If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those anticipated in the forward-looking information.

Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated. The Corporation does not undertake to update forward-looking information if circumstances or management estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to unduly rely on forward-looking information. Prospective investors shall be advised that these cautionary remarks expressly qualify all forward-looking statements attributable to the Corporation or persons acting on our behalf.

In addition, statements in this Prospectus Supplement and in the documents incorporated by reference herein that contain the phrase “we believe” or other similar statements reflect Cardiol’s beliefs and opinions on the relevant subject matter. These statements are based upon information available to us as of the date of the document containing such statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

S-9

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this Prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunities and market share, is based on information from independent industry organizations, other third-party sources (including industry publications, surveys, and forecasts) and management studies and estimates.

Unless otherwise indicated, our estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and include assumptions made by us which we believe to be reasonable based on our knowledge of our industry and markets. Although Cardiol believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in any statistical survey. Our internal research and assumptions have not been verified by any independent source, and we have not independently verified any third-party information. While we believe the market position, market opportunity, and market share information included in this Prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry and markets in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors”.

TRADEMARKS AND TRADE NAMES

This Prospectus includes trademarks and trade names, such as “Cardiol” and “CardiolRx”, which are protected under applicable intellectual property laws and are the property of the Corporation. All other trademarks used in this Prospectus are the property of their respective owners.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

Five of our directors reside outside of Canada and they have each appointed the following agent for service of process:

Name of Person		Name and Address of Agent
Dr. Guillermo Torre-Amione		Cardiol Therapeutics Inc. at Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5

Dr. Timothy Garnett		Cardiol Therapeutics Inc. at Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5

Colin Stott		Cardiol Therapeutics Inc. at Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5

Jennifer Chao		Cardiol Therapeutics Inc., at Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5

Teri Loxam		Cardiol Therapeutics Inc., at Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5

In addition, the Selling Shareholders (other than those noted as residing in Canada) reside outside of Canada and have also appointed as agent for service of process Cardiol Therapeutics Inc., at Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued, or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

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DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purposes of the Offering. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Base Shelf Prospectus and reference should be made to the Base Shelf Prospectus for full particulars thereof.

Information has been incorporated by reference in this Prospectus Supplement from documents filed with the securities commissions or similar authorities in each of the provinces and territories of Canada.

The following documents, each of which has been filed by the Corporation with the securities commissions or similar authorities in each of the provinces and territories of Canada, and filed with, or furnished to, the SEC, are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement and the Base Shelf Prospectus:

(a)

the annual information form dated March 31, 2026 (the “Annual Information Form”) for the year ended December 31, 2025;

(b)

the audited financial statements for the years ended December 31, 2025, and December 31, 2024, together with the related notes and auditors’ report dated March 31, 2026;

(c)

the management’s discussion and analysis for the year ended December 31, 2025 (the “Annual MD&A”);

(d)

the management information circular dated May 7, 2026, for the annual meeting of shareholders of the Corporation held on June 25, 2026;

(e)

the unaudited condensed interim financial statements for the three and six months ended June 30, 2026, together with its related notes;

(f)

the management’s discussion and analysis for the three and six months ended June 30, 2026 (the “Interim MD&A”); and

(g)

the material change report dated January 26, 2026, filed with respect to the Corporation’s announcement that it entered into an agreement with Canaccord Genuity Corp. in connection with the private placement of units of the Corporation for gross proceeds of C$13.5 million.

Any document of the types referred to in the preceding paragraph (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44 101 – Short Form Prospectus Distributions that are filed by the Corporation with the securities commissions or similar authorities in Canada after the date of this Prospectus Supplement and prior to the termination of the distribution of the Offering shall be deemed to be incorporated by reference into and form an integral part of the Base Shelf Prospectus as supplemented by this Prospectus Supplement, for the purposes of the Offering.

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including those types of documents referred to above and press releases issued by the Corporation specifically referencing incorporation by reference into this Prospectus Supplement, if filed by the Corporation with the securities commissions or similar authorities in Canada after the date of this Prospectus Supplement and before the expiry of this Prospectus Supplement, are deemed to be incorporated by reference in this Prospectus Supplement. In addition, to the extent that any document or information incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor form) that is filed with or furnished to the SEC by the Corporation after the date of this Prospectus Supplement and prior to termination or completion of the Offering, such document or information shall be deemed to be incorporated by reference as an exhibit to the U.S. Registration Statement of which this Prospectus Supplement forms a part. The Corporation may also incorporate by reference into this Prospectus Supplement or the U.S. Registration Statement of which it forms a part, other information filed with or furnished to the SEC under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), provided that information included in any such report on Form 6-K or Form 8-K shall be so deemed to be incorporated by reference only if and to the extent expressly provided in such Form 6-K or Form 8-K. The Corporation’s reports filed with or furnished to the SEC are available on EDGAR at www.sec.gov/edgar.

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Any statement contained in this Prospectus Supplement, the Base Shelf Prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein for the purposes of the registering of Registrable Securities hereunder shall be deemed to be modified or superseded for purposes of this Prospectus Supplement to the extent that a statement contained herein or in the Base Shelf Prospectus or in any other subsequently filed document that also is incorporated or is deemed to be incorporated by reference herein or in the Base Shelf Prospectus, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that was required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall be deemed, except as so modified or superseded, not to constitute a part of this Prospectus.

When new documents of the type referred to in the paragraph above are filed by the Corporation with the securities commissions or similar authorities in Canada and with the SEC during the currency of this Prospectus Supplement, such documents will be deemed to be incorporated by reference in this Prospectus Supplement and the previous documents of the type referred to in the paragraph above will no longer be deemed to be incorporated by reference in this Prospectus Supplement.

DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT

The following documents have been or will be (through post-effective amendment or incorporation by reference) filed with the SEC as part of the U.S. Registration Statement of which this Prospectus Supplement and the Base Shelf Prospectus are a part insofar as required by the SEC’s Form F-10:

the documents listed under “Documents Incorporated by Reference” in this Prospectus;

the consent of BDO Canada LLP, the Corporation’s independent auditor; and

the powers of attorney of the Corporation’s directors and officers, as applicable.

Documents filed with, or furnished to, the SEC are available through the SEC’s Electronic Data Gathering and Retrieval System, or EDGAR, at www.sec.gov.

THE CORPORATION

The Corporation is a late-stage life sciences company focused on advancing the development of anti-inflammatory and anti-fibrotic therapies for heart disease. The Corporation’s lead small-molecule drug candidate, CardiolRx™, modulates inflammasome pathway activation, an intracellular process known to play an important role in the development and progression of inflammation and fibrosis associated with pericarditis, myocarditis, and heart failure.

The MAVERIC Program is evaluating CardiolRx™ for the treatment of recurrent pericarditis, an inflammatory disease of the pericardium associated with symptoms including debilitating chest pain, shortness of breath, and fatigue, which can lead to physical limitations, reduced quality of life, emergency department visits, and hospitalizations. The program comprises the completed Phase II MAVERIC study (NCT05494788) and the ongoing pivotal Phase III MAVERIC trial (NCT06708299). The U.S. FDA has granted Orphan Drug Designation to CardiolRx™ for the treatment of pericarditis, including recurrent pericarditis.

The ARCHER Program also studied CardiolRx™ in acute myocarditis—an important cause of acute and fulminant heart failure in young adults and a leading cause of sudden cardiac death in individuals under 35 years of age. The program comprises the completed Phase II ARCHER study (NCT05180240), which evaluated the safety, tolerability, and efficacy of CardiolRx™ in this patient population.

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The Corporation is also developing CRD-38, a novel, subcutaneously administered drug formulation intended for the treatment of inflammatory heart disease, including heart failure—a leading cause of death and hospitalization in the developed world, with associated healthcare costs in the United States exceeding US$30 billion per year.¹

Further information regarding the Corporation and its business is set out in the Annual Information Form and the materials incorporated by reference herein. See “Documents Incorporated by Reference”.

Consolidated Capitalization

There have been no material changes in the consolidated capitalization of the Corporation since the date of the Base Shelf Prospectus, which have not been disclosed in this Prospectus Supplement or the documents incorporated by reference herein.

USE OF PROCEEDS

The proceeds from the sale or other disposition of the Registrable Securities covered by this Prospectus Supplement are solely for the account of the Selling Shareholders. Accordingly, the Corporation will not receive any proceeds from the sale or other disposition of the Registrable Securities by the Selling Shareholders. The net proceeds received from the sale or other disposition of the Registrable Securities by the Selling Shareholders, if any, is unknown.

We will receive all proceeds of the full issue price of $1.35 per Warrant Share upon issuance of the Warrant Shares upon any exercise of the Warrants from time to time. Assuming that all of the Warrants included in this Prospectus Supplement are exercised prior to 5:00 p.m. (Toronto time) on the Expiry Date for cash and that no adjustment based on anti-dilution provisions contained in the applicable warrant certificate has taken place, the proceeds to the Corporation will be $6,766,875. There is no assurance as to how many Warrants will be exercised, if any. Accordingly, there is no assurance as to how many Warrant Shares will be issued pursuant to this Prospectus Supplement, if any, or the proceeds.

It is currently anticipated that the Corporation will use the proceeds from the exercise of the Warrants, if any, for research and development, working capital, and general corporate purposes.

The above noted allocation represents the Corporation’s intentions with respect to its use of any proceeds from the exercise of the Warrants and issuance of the Warrant Shares based on current knowledge, planning and expectations of management of the Corporation. Actual expenditures and timing may differ from the estimates set forth above. There may be circumstances, where for sound business reasons, the Corporation reallocates the use of proceeds. See “Risk Factors”. The Corporation generated negative cash flow in its most recently completed fiscal year and its most recently completed fiscal quarter. The Corporation cannot guarantee that it will attain or maintain positive cash flow status into the future. To the extent that the Corporation has negative cash flow in any future period, certain of the proceeds from the exercise of the Warrants and issuance of the Warrant Shares, if any, may be used to fund such negative cash flow from operating activities in these periods. See “Risk Factors”.

Until applied, the net proceeds from the exercise of the Warrants and issuance of the Warrant Shares will be held as cash balances in the Corporation’s bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by a government authority.

¹ Tsao CW et al.; American Heart Association Council on Epidemiology and Prevention Statistics Committee and Stroke Statistics Subcommittee. Heart Disease and Stroke Statistics-2023 Update: A Report From the American Heart Association. Circulation. 2023 Jan 25.

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DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Offering

The Offering consists of the resale from time to time by the Selling Shareholders of 10,025,000 Unit Shares and 5,012,500 Warrant Shares issued or issuable pursuant to the Unit Private Placement.

Common Shares

The Corporation is authorized to issue an unlimited number of Common Shares. As of the close of business on September 16, 2026, there were 121,512,945 issued and outstanding Common Shares.

See “Description of Common Shares” in the Base Shelf Prospectus for a more detailed description of the attributes of the Common Shares.

The Common Shares are currently listed on the TSX and Nasdaq under the symbol “CRDL”.

See “Trading Price and Volume” in this Prospectus Supplement and “Price Range and Trading Volume” in the Base Shelf Prospectus for detailed information on the price ranges and trading volume of the Common Shares on the TSX and Nasdaq.

SELLING SHAREHOLDERS

The following table sets forth the identities of the selling shareholders (“Selling Shareholders”) and certain information regarding the Selling Shareholders’ ownership of Registrable Securities before and after the completion of the Offering. All Registrable Securities shown below are owned beneficially by the Selling Shareholders as of November 5, 2025. The number of Registrable Securities includes all Warrant Shares that may be acquired on exercise of the Warrants held by the Selling Shareholders.

The following table is based in part on information supplied to the Corporation by the Selling Shareholders and is current as of November 5, 2025. The table and footnotes assume that the Selling Shareholders will sell all of the Registrable Securities listed. However, because the Selling Shareholders may sell all or some of their Registrable Securities under this Prospectus Supplement from time to time, or in another permitted manner, the Corporation cannot assure the actual number of Registrable Securities that will be sold by the Selling Shareholders or that will be held by the Selling Shareholders after completion of any sales. The Corporation does not know how long the Selling Shareholders will hold the Registrable Securities before selling them.

The table below identifies the Selling Shareholders and provides other information regarding the beneficial ownership of the Registrable Securities by the Selling Shareholders, as provided to the Corporation by the Selling Shareholders. The second and third columns list the number of Common Shares beneficially owned, controlled or directed by the applicable Selling Shareholder, on a non-diluted and fully diluted basis. The fifth column lists the Registrable Securities covered by this Prospectus Supplement that may be sold or otherwise disposed of by the Selling Shareholders. All information set out in the table below is current as of November 5, 2025.

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Name of Selling Shareholder	Number of Common Shares Owned Prior to the Offering (#)⁽¹⁾		Number of Common Shares Owned on a Fully Diluted Basis Prior to the Offering (#)⁽¹⁾		Maximum Number of Registrable Securities Registered Pursuant to this Prospectus Supplement (#)		Number and Percentage of Common Shares Owned on a Fully Diluted Basis After the Offering if Registrable Securities Are Sold ^{(2)(3) (#)(%)}
Abdel Hamed⁽⁴⁾		20,000		30,000		30,000	0	(-)
Anjali Prosdocimi⁽⁵⁾		20,000		30,000		30,000	0	(-)
Ben Lievesley Collins⁽⁶⁾		50,000		75,000		75,000	0	(-)
Brandon McDermott⁽⁷⁾		334,218		384,218		150,000	234,218	(*)
CBKT Ventures Inc.⁽⁸⁾		800,000		1,200,000		1,200,000	0	(-)
Cynergy Feeder LLC⁽⁹⁾		50,000		75,000		75,000	0	(-)
Cynergy Focus LLC⁽¹⁰⁾		100,000		150,000		150,000	0	(-)
David Elsley^**(11)		1,344,500		2,133,479		150,000	1,983,479 (2.0%)
Denis George William Post⁽¹²⁾		109,125		156,625		142,500	14,125	(*)
Dorian A. Prosdocimi & Janaki S. Prosdocimi⁽¹³⁾		1,400,000		1,800,000		1,200,000	600,000	(*)
First Berlin F.S.B. Investment-Beratungsgesellschaft mbH⁽¹⁴⁾		150,000		243,877		225,000	18,877	(*)
Guillermo Torre-Amione⁽¹⁵⁾		309,309		455,900		75,000	380,900	(*)
Gunther Schuhmann^**(16)		40,000		60,000		60,000	0	(-)
James Michael Flinn⁽¹⁷⁾		310,000		335,000		75,000	260,000	(*)

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Name of Selling Shareholder	Number of Common Shares Owned Prior to the Offering (#)⁽¹⁾		Number of Common Shares Owned on a Fully Diluted Basis Prior to the Offering (#)⁽¹⁾		Maximum Number of Registrable Securities Registered Pursuant to this Prospectus Supplement (#)		Number and Percentage of Common Shares Owned on a Fully Diluted Basis After the Offering if Registrable Securities Are Sold ⁽²⁾⁽³⁾ (#)(%)
Kirolloss Beshay⁽¹⁸⁾		50,000		75,000		75,000	0	(-)
Larry Fisher^**(19)		2,220,000		2,345,000		375,000	1,970,000 (2.0%)
Lombard International Assurance S.A.⁽²⁰⁾		750,525		1,000,525		750,000	250,525	(*)
Lorenzo Prosdocimi⁽²¹⁾		20,000		30,000		30,000	0	(-)
Lowell Alan Schonk⁽²²⁾		1,076,588		1,251,588		525,000	726,588	(*)
Marah Al Kiwan⁽²³⁾		100,000		150,000		150,000	0	(-)
Martin Owen Teevan, Jr.⁽²⁴⁾		100,000		130,000		90,000	40,000	(*)
Matthew Hinman⁽²⁵⁾		170,000		255,000		255,000	0	(-)
Orca Capital AG⁽²⁶⁾		1,000,000		1,500,000		1,500,000	0	(-)
Palos Wealth Management Inc.^**(27)		300,000		450,000		450,000	0	(-)
Philip Markham Chesterfield ⁽²⁸⁾		665,000		730,000		195,000	535,000	(*)
Prosdocimi Limited⁽²⁹⁾		1,400,000		2,100,000		2,100,000	0	(-)
SA Alpha Capital Markets for and on behalf of Praesidium Global Segregated Portfolio⁽³⁰⁾		250,000		375,000		375,000	0	(-)
Tatijana Prosdocimi⁽³¹⁾		20,000		30,000		30,000	0	(-)

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Name of Selling Shareholder	Number of Common Shares Owned Prior to the Offering (#)⁽¹⁾		Number of Common Shares Owned on a Fully Diluted Basis Prior to the Offering (#)⁽¹⁾		Maximum Number of Registrable Securities Registered Pursuant to this Prospectus Supplement (#)		Number and Percentage of Common Shares Owned on a Fully Diluted Basis After the Offering if Registrable Securities Are Sold⁽²⁾⁽³⁾ (#)(%)
Timothy Mills⁽³²⁾		100,000		150,000		150,000	0	(-)
Trefoil Select Funds SPC-Stylus SP⁽³³⁾		5,130,122		6,380,122		3,750,000	2,630,122 (2.6%)
Trevor Burns^**(34)		195,000		273,500		75,000	198,500	(*)
Trunice Capital Corp. ^**(35)		50,000		286,000		75,000	211,000	(*)
Wayne McNeill^**(36)		300,000		450,000		450,000	0	(-)

Notes:

Less than 1%.

Resident of Canada.

(1)

Current as of November 5, 2025.

(2)

Assuming the sale of all Registrable Securities by the Selling Shareholder during the 25-month period that the Base Shelf Prospectus, including any amendments thereto, remains effective. Based on 99,514,406 issued and outstanding Common Shares as of November 4, 2025.

(3)

Also represents the number and percentage of Common Shares held on a fully diluted basis after the Offering.

(4)

Includes 20,000 Unit Shares and 10,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement.

(5)

Includes 20,000 Unit Shares and 10,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement.

(6)

Includes 50,000 Unit Shares and 25,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement.

(7)

Includes (i) 100,000 Unit Shares and 50,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 234,218 Common Shares held by the Selling Shareholder prior to the Unit Private Placement.

(8)

Includes 800,000 Unit Shares and 400,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement. Terrence Martin Lynch, President of CBKT Ventures Inc., has voting or investment control over such securities.

(9)

Includes 50,000 Unit Shares and 25,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement. Austin Adams, Managing Member of Cynergy Feeder LLC, has voting or investment control over such securities.

(10)

Includes 100,000 Unit Shares and 50,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement. Austin Adams, Managing Member of Cynergy Focus LLC, has voting or investment control over such securities.

S-17

(11)

Includes (i) 100,000 Unit Shares and 50,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, (ii) 1,244,500 Common Shares by the Selling Shareholder held prior to the Unit Private Placement, (iii) 413,979 Common Shares issuable upon vesting and redemption of restricted share units held by the Selling Shareholder prior to the Unit Private Placement, and (iv) 325,000 Common Shares issuable upon exercise of stock options held by the Selling Shareholder prior to the Unit Private Placement.

(12)

Includes (i) 95,000 Unit Shares and 47,500 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 14,125 Common Shares by the Selling Shareholder held prior to the Unit Private Placement.

(13)

Includes (i) 800,000 Unit Shares and 400,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 600,000 Common Shares held by the Selling Shareholder prior to the Unit Private Placement.

(14)

Includes (i) 150,000 Unit Shares, (ii) 75,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (iii) 18,877 Common Shares issuable upon vesting of performance share units held by the Selling Shareholder prior to the Unit Private Placement. Martin Bailey, Managing Director of First Berlin F.S.B. Investment-Beratungsgesellschaft mbH, has voting or investment control over such securities.

(15)

Includes (i) 50,000 Unit Shares and 25,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 259,309 Common Shares held by the Selling Shareholder prior to the Unit Private Placement, and (iii) 121,591 Common Shares issuable upon vesting and redemption of restricted share units held by the Selling Shareholder prior to the Unit Private Placement. The Selling Shareholder is a director of the Corporation.

(16)

Includes 40,000 Unit Shares and 20,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement.

(17)

Includes (i) 50,000 Unit Shares and 25,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 260,000 Common Shares held by the Selling Shareholder prior to the Unit Private Placement.

(18)

Includes 50,000 Unit Shares and 25,000 Warrant Shares issuable upon exercise of the Warrants held by the Selling Shareholder.

(19)

Includes (i) 250,000 Unit Shares and 125,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 1,970,000 Common Shares held by the Selling Shareholder prior to the Unit Private Placement.

(20)

Includes (i) 500,000 Unit Shares and 250,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 250,525 Common Shares held by the Selling Shareholder prior to the Unit Private Placement. Janique Thiry and Nassera Hachemi have voting or investment control over such securities.

(21)

Includes 20,000 Unit Shares and 10,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement.

(22)

Includes (i) 350,000 Unit Shares and 175,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 726,588 Common Shares held by the Selling Shareholder prior to the Unit Private Placement.

(23)

Includes 100,000 Unit Shares and 50,000 Warrant Shares issuable upon exercise of the Warrants held by the Selling Shareholder in the Unit Private Placement.

(24)

Includes (i) 60,000 Unit Shares and 30,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 40,000 Common Shares held by the Selling Shareholder prior to the Unit Private Placement.

(25)

Includes 170,000 Unit Shares and 85,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement.

(26)

Includes 1,000,000 Unit Shares and 500,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement. Thomas Koenig, Executive Board Member of Orca Capital AG, Roman Grodon and Beate Ruhle-Burkhardt have voting or investment control over such securities.

(27)

Includes 300,000 Unit Shares and 150,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement. Charles Marleau has voting or investment control over such securities.

S-18

(28)

Includes (i) 130,000 Unit Shares and 65,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 535,000 Common Shares held by the Selling Shareholder prior to the Unit Private Placement.

(29)

Includes (i) 1,400,000 Unit Shares and 700,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement. Dorian A. Prosdocimi, Director of Prosdocimi Limited, and Janaki S. Prosdocimi have voting or investment control over such securities.

(30)

Includes 250,000 Unit Shares and 125,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement. Michael Ronald Beamish has voting and investment control over such securities.

(31)

Includes 20,000 Unit Shares and 10,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement.

(32)

Includes 100,000 Unit Shares and 50,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement.

(33)

Includes (i) 2,500,000 Unit Shares and 1,250,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 2,630,122 Common Shares held by the Selling Shareholder prior to the Unit Private Placement. Miyan Mansur Mannan and Jonathan Richard Gates have voting or investment control over such securities.

(34)

Includes (i) 50,000 Unit Shares and 25,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, and (ii) 145,000 Common Shares by the Selling Shareholder held prior to the Unit Private Placement and (iii) 53,500 Common Shares issuable upon vesting and redemption of restricted share units held by the Selling Shareholder prior to the Unit Private Placement.

(35)

Includes (i) 50,000 Unit Shares, (ii) 25,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement, (iii) 36,000 Common Shares issuable upon vesting of performance share units held by the Selling Shareholder prior to the Unit Private Placement, and (iv) 175,000 Common Shares issuable upon exercise of stock options held by the Selling Shareholder prior to the Unit Private Placement. Trent Collett has voting or investment control over such securities.

(36)

Includes 300,000 Unit Shares and 150,000 Warrant Shares issuable upon exercise of the Warrants issued to the Selling Shareholder in the Unit Private Placement.

The Unit Shares and the Warrants were components of Units of the Corporation originally purchased by the Selling Shareholders pursuant to the Unit Private Placement, completed on October 20, 2025, at a price of $1.00 per Unit.

PLAN OF DISTRIBUTION

On October 20, 2025, the Corporation completed the Unit Private Placement of an aggregate of 11,425,000 Units, each Unit consisting of one Unit Share of the Corporation and one-half (1/2) of one Warrant. Each whole Warrant entitles the holder thereof to purchase one Warrant Share at an exercise price of $1.35 per Warrant Share until 5:00 p.m. (Toronto time) on the Expiry Date, subject to adjustment in accordance with the terms of the applicable warrant certificate.

This Prospectus Supplement relates to: (i) the offer and sale from time to time by the Selling Shareholders of 10,025,000 Unit Shares issued on October 17 and 20, 2025 as part of the Unit Private Placement, and (ii) the offer and sale from time to time by the Selling Shareholders of 5,012,500 Warrant Shares issuable from time to time upon the exercise of Warrants issued by the Corporation to the Selling Shareholders pursuant to the Unit Private Placement.

Registrable Securities

The Corporation is registering the Registrable Securities in the United States to permit the resale of the Registrable Securities by the Selling Shareholders, from time to time in one or more transactions, after the date of this Prospectus Supplement. All costs, expenses and fees connected with the registration of the Registrable Securities will be borne by the Corporation. Any brokerage commissions, legal fees, and similar expenses connected with selling the Registrable Securities will be borne by the holder thereof. The Corporation will not receive any of the proceeds from the sale by the Selling Shareholders of the Registrable Securities.

S-19

The Selling Shareholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling the Registrable Securities or interests in Registrable Securities may, from time to time, sell, transfer or otherwise dispose of any or all of the Registrable Securities on any stock exchange, market or trading facility on which the Registrable Securities are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The Selling Shareholders may use any one or more of the following methods when disposing of the Registrable Securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the Registrable Securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

short sales effected after the date the registration statement of which this Prospectus forms a part is declared effective by the SEC;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

broker-dealers may agree with the Selling Shareholders to sell a specified number of such Registrable Securities at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted by applicable law.

The Selling Shareholders may, from time to time, pledge or grant a security interest in some or all of the Registrable Securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities, from time to time, under this Prospectus, or under an amendment to this Prospectus under an applicable provision of the U.S. Securities Act amending the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders under this Prospectus. The Selling Shareholders also may transfer the Registrable Securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this Prospectus.

In connection with the sale of their Registrable Securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of such Registrable Securities in the course of hedging the positions they assume. The Selling Shareholders may also sell the Registrable Securities short and deliver these securities to close out their short positions, or loan or pledge the Registrable Securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the Registrable Securities offered by this prospectus, which Registrable Securities such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the Selling Shareholders from the sale of the Registrable Securities offered by them will be the purchase price of such Registrable Securities less discounts or commissions, if any. Each of the Selling Shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Registrable Securities to be made directly or through agents. We will not receive any of the proceeds from the resale of the Registrable Securities.

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The Selling Shareholders also may resell all or a portion of the Registrable Securities in open market transactions in reliance upon Rule 144 under the U.S. Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

The Selling Shareholders and any underwriters, broker-dealers or agents that participate in the sale of the Registrable Securities therein may be “underwriters” within the meaning of Section 2(a)(11) of the U.S. Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the Registrable Securities may be underwriting discounts and commissions under the U.S. Securities Act. Selling Shareholders who are “underwriters” within the meaning of Section 2(a)(11) of the U.S. Securities Act will be subject to the prospectus delivery requirements of the U.S. Securities Act.

To the extent required, the Registrable Securities to be sold, the names of the Selling Shareholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this Prospectus.

In order to comply with the securities laws of some states, if applicable, the Registrable Securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Registrable Securities may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the Selling Shareholders that the anti-manipulation rules of Regulation M under the U.S. Exchange Act may apply to sales of Registrable Securities in the market and to the activities of the Selling Shareholders and their affiliates. In addition, to the extent applicable we will make copies of this Prospectus (as it may be supplemented or amended from time to time) available to the Selling Shareholders for the purpose of satisfying the prospectus delivery requirements of the U.S. Securities Act. The Selling Shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the Registrable Securities against certain liabilities, including liabilities arising under the U.S. Securities Act.

We have agreed to indemnify the Selling Shareholders against liabilities, including liabilities under the U.S. Securities Act and state securities laws, relating to the registration of the Registrable Securities offered by this Prospectus.

The Corporation has advised the holders of Unit Shares that the anti-manipulation rules of Regulation M under the Exchange Act, may apply to sales of Unit Shares in the market and to the activities of the holders of Unit Shares and its affiliates. In addition, to the extent applicable the Corporation will make copies of this Prospectus Supplement (as it may be amended from time to time) available to the holders of Unit Shares for the purpose of satisfying the prospectus delivery requirements of the U.S. Securities Act. The holders of Unit Shares may indemnify any broker-dealer that participates in transactions involving the sale of the Unit Shares against certain liabilities, including liabilities arising under the U.S. Securities Act.

The Corporation has agreed to indemnify the holders of Unit Shares against liabilities, including liabilities under the U.S. Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise, relating to the registration of the Unit Shares registered by this Prospectus Supplement.

There can be no assurance that the holders of Unit Shares will sell any or all of the Unit Shares registered pursuant to the U.S. Registration Statement, of which this Prospectus Supplement and the accompanying Prospectus form a part.

The registration of the Unit Shares is being made in the United States pursuant to the Corporation’s U.S. Registration Statement, under the MJDS. Other than in the United States, no action has been taken by the Corporation that would permit the resale of the Unit Shares in any jurisdiction where action for that purpose is required. The Unit Shares may not be offered or sold, directly or indirectly, nor may this Prospectus Supplement or any other offering material or advertisements in connection with the registrations of the Unit Shares be distributed or published in any jurisdiction, except under circumstances that will not contravene the applicable rules and regulations of that jurisdiction. Persons into whose possession this Prospectus Supplement comes are advised to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this Prospectus Supplement.

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There is no assurance as to how many of the Warrants will be exercised, and accordingly, there is no assurance as to how many Warrant Shares will be issued pursuant to this Prospectus Supplement, if any. No party has any obligation to purchase any Warrant Shares qualified by this Prospectus Supplement.

Nasdaq and Toronto Stock Exchange Listing

The Common Shares are listed on the TSX and Nasdaq under the symbol “CRDL”. The Unit Shares and Warrant Shares have been approved for listing on the TSX, and notification of the issue of the Unit Shares and Warrant Shares has been provided to Nasdaq.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material Canadian federal income tax consequences relating to the ownership and disposition of Registrable Securities by a holder who is a beneficial owner of Registrable Securities acquired pursuant to this Offering and who, for the purposes of the Income Tax Act (Canada) (the “Tax Act”), and at all relevant times: (i) deals at arm’s length with the Corporation and the Underwriter; (ii) is not affiliated with the Corporation or the Underwriter; and (iii) holds the Registrable Securities as capital property (a “Holder”). The Registrable Securities will generally be considered to be capital property to a Holder unless they are held in the course of carrying on a business of trading or dealing in securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold, and is not deemed to use or hold, the Registrable Securities in connection with carrying on a business in Canada (a “Non-Resident Holder”). This summary does not apply to a Holder who, at any relevant time, is, or is deemed to be, resident in Canada for the purposes of the Tax Act or to a Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act) and such Holders should consult their own tax advisors.

This summary is not applicable to a Holder (i) that is a “financial institution” (as defined in the Tax Act for the purposes of the mark-to-market rules), (ii) an interest in which would be a “tax shelter investment” (as defined in the Tax Act), (iii) that is a “specified financial institution” (as defined in the Tax Act), (iv) that has elected to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency, (v) that has entered or will enter into a “derivative forward agreement” or “synthetic disposition arrangement” (each as defined in the Tax Act) with respect to the Registrable Securities, or (vi) that receives dividends on the Registrable Securities under or as part of a “dividend rental arrangement” (as defined in the Tax Act). Such Holders should consult their tax advisors to determine the tax consequences to them of the acquisition, holding and disposition of the Registrable Securities.

This summary is based upon the current provisions of the Tax Act and the regulations thereunder, in force as of the date hereof, and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (“CRA”) published in writing by the CRA prior to the date hereof. On January 29, 2026, the Department of Finance (Canada) released for consultation proposed amendments to the Tax Act that would, if enacted, amend certain “hybrid mismatch” provisions of the Tax Act and introduce other consequential amendments (“Hybrid Mismatch Proposals”). This summary does not take into account the Hybrid Mismatch Proposals, but otherwise takes into account all specific proposals to amend the Tax Act and the regulations thereunder that have been published in writing by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”). No assurance can be given that the Proposed Amendments will be enacted or otherwise implemented in their current form, if at all. If the Proposed Amendments are not enacted or otherwise implemented as presently proposed, the tax consequences may not be as described below in all cases. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law, administrative policy or assessing practice, whether by legislative, regulatory, administrative, governmental or judicial decision or action, nor does it take into account other federal laws, the laws of any province or territory of Canada or the laws of any jurisdiction outside of Canada.

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This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Generally, for the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Registrable Securities must be expressed in Canadian dollars based on the relevant exchange rate as determined in accordance with the Tax Act.

Exercise of Warrants

The exercise of a Warrant to acquire a Warrant Share will not constitute a disposition of property for the purposes of the Tax

Act and, consequently, no gain or loss will be realized by a Holder upon the exercise of the Warrant to acquire a Warrant Share. A Warrant Share acquired by a Holder upon the exercise of a Warrant will have an aggregate cost to the Holder equal to the aggregate of the exercise price paid to acquire such share and the adjusted cost base to the Holder of the Warrant so exercised. The cost of each Warrant Share acquired by a Holder upon the exercise of Warrants will be averaged with the adjusted cost base to the Holder of all other Common Shares held by the Holder at that time as capital property to determine the adjusted cost base of each Warrant Share to the Holder.

Dividends

Dividends paid or credited or deemed under the Tax Act to be paid or credited by the Corporation to a Non-Resident Holder on the Registrable Securities will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Tax Convention (1980), as amended, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15%.

Dispositions of Registrable Securities

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Registrable Security unless the Registrable Security is, or is deemed to be, “taxable Canadian property” of the Non-Resident Holder for the purposes of the Tax Act at the time of disposition and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, a Registrable Security will not constitute taxable Canadian property of a Non-Resident Holder provided that the Common Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the TSX and the Nasdaq) at the time of disposition, unless at any time during the 60 month period immediately preceding the disposition, (i) at least 25% of the issued shares of any class or series of the capital stock of the Corporation were owned by or belonged to one or any combination of (a) the Non- Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length for purposes of the Tax Act, and (c) partnerships in which the Non-Resident Holder or a person described in (d) holds a membership interest directly or indirectly through one or more partnerships; and (i) at such time, more than 50% of the fair market value of such shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in, such properties, whether or not such property exists. A Common Share may be deemed to be “taxable Canadian property” in certain other circumstances.

On July 23, 2026, the Department of Finance released draft legislative proposals containing numerous technical amendments to the Tax Act (the “July 2026 Proposals”). The July 2026 Proposals included amendments to the definition of taxable Canadian property, including rules which would deem a Non-Resident Holder’s shareholdings in the Corporation for purposes of the 25% threshold referred to in (i), above, to include an option in respect of, or an interest in the Corporation. Non-Resident Holders should consult their own tax advisors in this regard.

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In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of a Registrable Security that is taxable Canadian property of that Non-Resident Holder, and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention, such Non-Resident Holder should consult their own tax advisors.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain material U.S. federal income tax consequences relating to the acquisition, ownership and disposition of Registrable Securities by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase Registrable Securities pursuant to this Prospectus Supplement and hold such Registrable Securities as capital assets (generally, property held for investment).

This discussion is based on the Internal Revenue of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as financial institutions, banks, insurance companies, broker-dealers and traders in securities or currencies or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities or government organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, persons who hold Registrable Securities as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security,” constructive sale or other integrated investment, persons required to accelerate the recognition of any item of gross income with respect to the Registrable Securities as a result of such income being recognized on an applicable financial statement, persons subject to the alternative minimum tax, persons that have a “functional currency” other than the U.S. dollar, persons that hold the securities other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes) or that hold securities in connection with a trade or business, permanent establishment, or fixed base outside the United States, persons that own directly, indirectly or through attribution, 10% or more of the voting power or value of our shares, corporations that accumulate earnings to avoid U.S. federal income tax, S corporations, partnerships (or arrangements treated as partnerships for U.S. federal income tax purposes) and other pass-through entities, and persons holding Registrable Securities through a partnership or other pass-through entity). U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of the Registrable Securities.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of Registrable Securities that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (y) that was in existence on August 20, 1996 and has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Registrable Securities, the U.S. federal income tax consequences relating to an investment in the Registrable Securities will depend in part upon the status and activities of such entity or arrangement and the particular partner. Any such entity or arrangement should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership and disposition of Registrable Securities.

Persons considering an investment in Registrable Securities should consult their own tax advisors as to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of Registrable Securities, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

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Passive Foreign Investment Company (“PFIC”) Consequences

In general, a corporation organized outside the United States will be treated as a PFIC for any taxable year in which either (1) at least 75% of its gross income is “passive income”, or (2) at least 50% of the average value of its gross assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that gives rise to passive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital (subject to a limited exception for working capital held for expenses reasonably expected to be paid within 90 days) or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.

Based upon the current and expected composition of our income and assets, we were a PFIC for the taxable year ended December 31, 2025 and expect that we will be a PFIC for the current taxable year. Because our PFIC status must be determined annually with respect to each taxable year and will depend on the composition and character of our assets and income, including our use of proceeds from this Offering, and the value of our assets (which may be determined, in part, by reference to the market value of Registrable Securities, which may be volatile) over the course of such taxable year, we may be a PFIC for the current taxable year or in any taxable year. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for any future taxable year. In addition, it is possible that the U.S. Internal Revenue Service may challenge our classification of certain income and assets as non-passive, which may result in us being or becoming a PFIC in the current or subsequent years.

If we are a PFIC in any taxable year during which a U.S. Holder owns Registrable Securities, the U.S. Holder could be liable for additional taxes and interest charges under the “PFIC excess distribution regime” upon (1) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for the Registrable Securities, and (2) any gain recognized on a sale, exchange or other disposition, including a pledge, of the Registrable Securities, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain rateably over the U.S. Holder’s holding period for Registrable Securities. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax. Losses incurred upon disposition of the Registrable Securities will not be deductible.

If we are a PFIC for any year during which a U.S. Holder holds Registrable Securities, we must generally continue to be treated as a PFIC by that holder for all succeeding years during which the U.S. Holder holds the Registrable Securities, unless (i) we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to the Registrable Securities or (ii) for the period immediately preceding our cessation in meeting the tests described above the Registrable Securities were subject to a mark-to-market election or (iii) the U.S. Holder makes a timely and effective “qualified electing fund” election (“QEF Election”) with respect to all taxable years during such U.S. Holder’s holding period in which we are a PFIC. If the deemed sale election is made, the U.S. Holder will be deemed to sell the Registrable Securities it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the year for which the deemed sale election is made, the U.S. Holder’s Registrable Securities would not be treated as shares of a PFIC unless we become a PFIC after that year.

If we are a PFIC for any taxable year during which a U.S. Holder holds Registrable Securities and we own a non-U.S. corporate subsidiary that is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to any non-U.S. subsidiaries which we may own in the future.

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For taxable years in which we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on Registrable Securities if such U.S. Holder makes a valid “mark-to-market” election for our Registrable Securities. A mark-to-market election is available to a U.S. Holder only for “marketable stock.” Our Registrable Securities will be marketable stock as long as they remain listed on the Nasdaq or the TSX and are regularly traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

If a mark-to-market election is in effect, a U.S. Holder generally would take into account, as ordinary income each year, the excess of the fair market value of Registrable Securities held at the end of such taxable year over the adjusted tax basis of such Registrable Securities. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such Registrable Securities over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’s tax basis in Registrable Securities would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of Registrable Securities in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss.

A mark-to-market election will not apply to Registrable Securities for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any non-U.S. subsidiaries that we may organize or acquire in the future. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs that we may organize or acquire in the future notwithstanding the U.S. Holder’s mark-to-market election for the Registrable Securities.

A U.S. Holder who makes a QEF Election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amounts to our shareholders. However, U.S. Holders should be aware that there can be no assurance that we will satisfy the recordkeeping requirements that apply to a QEF, or that we will supply U.S. Holders with information that such U.S. Holders require to report under the QEF election rules, in the event that the Corporation is a PFIC and a U.S. Holder wishes to make a QEF election.

If we are a PFIC, a U.S. Holder will generally required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to the U.S. Holder’s U.S. federal income tax return for the tax year with respect to which the form should have been filed.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of securities that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which the securities are transferred.

If finalized in their current form, the proposed Treasury Regulations applicable to PFICs would be effective for transactions occurring on or after April 1, 1992. Because the proposed Treasury Regulations have not yet been adopted in final form, they are not currently effective, and there is no assurance that they will be adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final Treasury Regulations, taxpayers may apply reasonable interpretations of the Code provisions applicable to PFICs and that it considers the rules set forth in the proposed Treasury Regulations to be reasonable interpretations of those Code provisions. The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of Treasury Regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders should consult their own tax advisors about the potential applicability of the proposed Treasury Regulations.

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Certain additional adverse rules will apply with respect to a U.S. Holder if we are a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example, a U.S. Holder who acquires Registrable Securities from a decedent will not receive a “step up” in tax basis of such Registrable Securities to fair market value.

The U.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. Holders are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of Registrable Securities, the consequences to them of an investment in a PFIC, any elections available with respect to the Registrable Securities and the IRS information reporting obligations with respect to the purchase, ownership and disposition of Registrable Securities of a PFIC.

Distributions

Subject to the discussion above under “— Passive Foreign Investment Company Consequences,” a U.S. Holder that receives a distribution with respect to Registrable Securities generally will be required to include the gross amount of such distribution (before reduction for any Canadian withholding taxes withheld therefrom) in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s Registrable Securities. To the extent the distribution in excess of our current and accumulated earnings and profits also exceeds the adjusted tax basis of the U.S. Holder’s Registrable Securities, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends.

Dividends paid by a “qualified foreign corporation” are eligible for taxation in the case of non-corporate U.S. Holders at a reduced long-term capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain requirements are met. Each non-corporate U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends with regard to its particular circumstances. Such dividends will not be eligible for the “dividends received deduction” generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.

A non-U.S. corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information provision, or (b) with respect to any dividend it pays on Registrable Securities that are readily tradable on an established securities market in the United States. We believe that we qualify as a resident of Canada for purposes of, and are eligible for the benefits of, the Canada-United States Tax Convention (1980), as amended (the “Treaty”), which the IRS has determined is satisfactory for purposes of the qualified dividend rules, and that it includes an exchange of information provision, although there can be no assurance in this regard. Further, our Registrable Securities will generally be considered to be readily tradable on an established securities market in the United States if they remain listed on the Nasdaq Capital Market. Therefore, subject to the discussion above under “— Passive Foreign Investment Company Consequences”, if the Treaty is applicable, or if the Registrable Securities are readily tradable on an established securities market in the United States, dividends paid on Registrable Securities will generally be “qualified dividend income” in the hands of non-corporate U.S. Holders, provided that certain conditions are met, including conditions relating to holding period and the absence of certain risk reduction transactions. Each non-corporate U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends with regard to its particular circumstances.

Sale, Exchange or Other Disposition of Registrable Securities

Subject to the discussion above under “— Passive Foreign Investment Company Consequences,” a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of Registrable Securities in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in the Registrable Securities. Such capital gain or loss generally will be long-term capital gain (currently taxable at a reduced rate for non-corporate U.S. Holders) or long-term capital loss if, on the date of sale, exchange or other disposition, the Registrable Securities were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder from the sale or other disposition of Registrable Securities will generally be gain or loss from sources within the United States for U.S. foreign tax credit purposes.

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Foreign Tax Credit

Dividends paid on the Registrable Securities will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of Registrable Securities generally will be United States source gain or loss. Certain U.S. Holders that are eligible for the benefits of the Treaty may elect to treat such gain or loss as Canadian source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In addition, U.S. Treasury regulations that apply to foreign taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the securities generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid or accrued (whether directly or through withholding) by a U.S. Holder during a particular year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules.

Net Investment Income “Medicare” Tax

U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% Medicare tax on all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of Registrable Securities. If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of this Medicare tax to your income and gains in respect of your Registrable Securities.

Information Reporting and Backup Withholding

Under U.S. federal income tax laws certain U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. income tax return disclosure obligations (and related penalties) are imposed on U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person. U.S. Holders may be subject to these reporting requirements unless the securities are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file IRS Form 8938. U.S. Holders paying more than $100,000 for Registrable Securities may be required to file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting this payment. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with the required information reporting.

Payments made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of the Registrable Securities generally may be subject to information reporting and may also be subject to backup withholding tax, currently at the rate of 24%, unless the U.S. Holder provides its correct taxpayer identification number and complies with applicable certification procedures or otherwise establishes an exemption from backup withholding. In addition, if we are not provided with a U.S. Holder’s correct taxpayer identification number or other adequate basis for exemption, the U.S. Holder may be subject to certain penalties imposed by the IRS. However, certain exempt persons, such as U.S. Holders that are corporations, generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

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The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax and, under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF THE REGISTRABLE SECURITIES. PERSONS CONSIDERING PURCHASING ANY REGISTRABLE SECURITIES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS APPLICABLE TO THEM OF ACQUIRING, OWNING AND DISPOSING OF THE REGISTRABLE SECURITIES IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

WHERE YOU CAN FIND MORE INFORMATION

The Corporation has filed with the SEC the U.S. Registration Statement under the U.S. Securities Act relating to the offer and sale of our securities, of which this Prospectus Supplement forms a part. This Prospectus Supplement, the accompanying Base Shelf Prospectus and the documents incorporated by reference herein and therein, which form a part of the U.S. Registration Statement, do not contain all of the information set forth in the U.S. Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Information omitted from this Prospectus Supplement or the Base Shelf Prospectus but contained in the U.S. Registration Statement is available on EDGAR under the Corporation’s profile at www.sec.gov/edgar. Reference is made to such U.S. Registration Statement and the exhibits thereto for further information with respect to the Corporation and the Registrable Securities. Statements contained in this Prospectus Supplement as to the contents of certain documents are not necessarily complete and, in each instance, reference is made to the copy of the document filed as an exhibit to the U.S. Registration Statement. Each such statement is qualified in its entirety by such reference.

We are required to file with the various securities commissions or similar authorities in each of the applicable provinces and territories of Canada, annual and quarterly reports, material change reports and other information. We are also an SEC registrant subject to the informational requirements of the U.S. Exchange Act and, accordingly, file with, or furnish to, the SEC certain reports and other information. Under the MJDS adopted by the United States and Canada, these reports and other information (including financial information) may be prepared in accordance with the disclosure requirements of Canada, which differ from those in the United States. As a foreign private issuer, we are exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. Documents filed with, or furnished to, the SEC are available on EDGAR at www.sec.gov.

TRADING PRICE AND VOLUME

The following table sets forth, for the periods indicated, the reported high and low daily trading prices and the aggregate volume of trading of the Common Shares on the TSX for the 12 months preceding the date of this Prospectus Supplement:

Month	High (C$)		Low (C$)		Trading Volume
September 1-15, 2026		3.23		2.55		2,992,671
August 2026		3.15		1.80		5,280,570
July 2026		1.85		1.37		2,234,316
June 2026		1.75		1.43		915,990
May 2026		1.92		1.68		1,047,223
April 2026		2.33		1.76		3,583,705
March 2026		1.92		1.22		3,552,163
February 2026		1.49		1.28		1,405,384
January 2026		1.57		1.28		1,554,201
December 2025		1.55		1.24		2,324,396
November 2025		1.63		1.35		1,686,709
October 2025		1.93		1.41		3,702,110
September 2025		1.65		1.43		2,747,822
August 2025		2.05		1.31		4,754,442
July 2025		2.17		1.56		2,675,750

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The following table sets forth, for the periods indicated, the reported high and low daily trading prices and the aggregate volume of trading of the Common Shares on the Nasdaq for the 12 months preceding the date of this Prospectus Supplement:

Month	High ($)		Low ($)		Trading Volume
September 1-15, 2026		2.34		1.83		15,147,480
August 2026		2.28		1.21		31,407,722
July 2026		1.32		0.96		20,062.694
June 2026		1.27		1.00		7,828,481
May 2026		1.40		1.21		7,547,751
April 2026		1.71		1.28		15,988,202
March 2026		1.39		0.90		19,045,068
February 2026		1.10		0.93		6,873,992
January 2026		1.08		0.94		6,531,989
December 2025		1.12		0.88		13,277,781
November 2025		1.16		0.94		7,677,481
October 2025		1.38		0.99		17,873,568
September 2025		1.19		1.02		16,943,681
August 2025		1.49		0.94		28,692,118
July 2025		1.59		1.14		8,070,852

PRIOR SALES

During the 12 months preceding the date of this Prospectus Supplement, the Corporation has issued Common Shares at the following prices:

Date of Issuance	Number of Common Shares		Issuance Prices (CAN$)
July 29, 2025⁽²⁾		50,000	N/A
August 7, 2025⁽²⁾		10,067	N/A
August 8, 2025⁽²⁾		7,426	N/A
August 15, 2025⁽²⁾		50,000	N/A
August 15, 2025⁽¹⁾		26,750	N/A
August 18, 2025⁽¹⁾		18,750	N/A
August 18, 2025⁽²⁾		298,000	N/A

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Date of Issuance	Number of Common Shares		Issuance Prices (CAN$)
August 20, 2025⁽²⁾		7,732		N/A
August 21, 2025⁽⁴⁾		1,236,363		N/A
August 26, 2025⁽⁴⁾		487,637		N/A
August 29, 2025⁽²⁾		13,158		N/A
August 29, 2025⁽¹⁾		75,250		N/A
September 3, 2025⁽²⁾		300,000		N/A
September 4, 2025⁽²⁾		4,819		N/A
September 8, 2025⁽¹⁾		110,002		N/A
September 22, 2025⁽⁴⁾		817,500		N/A
September 22, 2025⁽²⁾		7,813		N/A
September 25, 2025⁽⁴⁾		272,500		N/A
October 1, 2025⁽²⁾		36,534		N/A
October 1, 2025⁽¹⁾		133,334		N/A
October 6, 2025⁽²⁾		6,997		N/A
October 7, 2025⁽²⁾		88,667		N/A
October 17, 2025		9,955,000	US$	1.00
October 20, 2025		1,470,000	US$	1.00
October 21, 2025⁽²⁾		310,000		N/A
October 23, 2025⁽²⁾		50,000		N/A
October 27, 2025⁽²⁾		8,152		N/A
November 7, 2025⁽²⁾		483,242		N/A
November 10, 2025⁽²⁾		100,000		N/A
November 18, 2025⁽²⁾		10,000		N/A
November 26, 2025⁽¹⁾		20,300		N/A
December 5, 2025⁽²⁾		66,381		N/A
December 15, 2025⁽²⁾		14,643		N/A
December 31, 2025⁽²⁾		48,037		N/A
January 23, 2026		11,423,078	C$	1.30
January 29, 2026⁽²⁾		63,304		N/A
February 13, 2026⁽²⁾		73,641		N/A
March 3, 2026⁽²⁾		55,052		N/A
April 2, 2026⁽²⁾		42,680		N/A
April 6, 2026⁽²⁾		150,000		N/A
April 7, 2026⁽²⁾		218,197		N/A
April 9, 2026⁽⁴⁾		1,279,671		N/A
April 10, 2026⁽²⁾		300,000		N/A
April 10, 2026⁽¹⁾		12,500		N/A
April 20, 2026⁽²⁾		19,806		N/A
April 22, 2026⁽⁵⁾		700,000	US$	1.35
April 24, 2026⁽⁵⁾		400,000	US$	1.35
April 27, 2026⁽⁵⁾		250,000	US$	1.35
May 1, 2026⁽²⁾		27,302		N/A
June 1, 2026⁽²⁾		53,313		N/A
June 5, 2026⁽²⁾		550,000		N/A
June 10, 2026⁽²⁾		9,175		N/A
July 2, 2026⁽²⁾		57,128		N/A
July 10, 2026⁽²⁾		9,524		N/A
July 13, 2026⁽¹⁾		26,750		N/A
July 28, 2026⁽²⁾		200,000		N/A
August 4, 2026⁽²⁾		49,223		N/A
August 11, 2026⁽²⁾		100,000		N/A
August 11, 2026⁽⁴⁾		495,318		N/A

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Date of Issuance	Number of Common Shares		Issuance Prices (CAN$)
August 18, 2026⁽⁴⁾		206,369		N/A
August 18, 2026⁽¹⁾		180,250		N/A
August 18, 2026⁽⁵⁾		122,500	US$	1.35
August 18, 2026⁽³⁾		7,500	C$	1.61
August 19, 2026⁽¹⁾		177,500		N/A
August 21, 2026⁽¹⁾		42,624		N/A
August 21, 2026⁽⁵⁾		100,000	US$	1.35
August 27, 2026⁽¹⁾		13,500		N/A
August 27, 2026⁽⁵⁾		825,000	US$	1.35
August 28, 2026⁽¹⁾		70,000		N/A
August 28, 2026⁽⁵⁾		312,500	US$	1.35
August 31, 2026⁽⁵⁾		50,000	US$	1.35
September 2, 2026⁽²⁾		55,031		N/A
September 2, 2026⁽⁵⁾		1,500,000	US$	1.35
September 8, 2026⁽⁵⁾		175,000	US$	1.35
September 16, 2026⁽⁵⁾		852,500		US$1.35

TOTAL		37,850,990		N/A

Notes:

(1) Common Shares issued pursuant to the exercise of restricted share units.

(2) Common Shares issued pursuant to the exercise of performance share units.

(3) Common Shares issued pursuant to the exercise of stock options.

(4) Common Shares issued pursuant to settlement of payables for performance share units.

(5) Common Shares issued pursuant to exercise of warrants.

During the 12 months preceding the date of this Prospectus Supplement, the Corporation has issued the following securities convertible into Common Shares at the following prices:

Date of Issuance	Type of convertible security	Number of convertible securities Issued		Exercise Prices
July 29, 2025⁽¹⁾	Performance Share Units		50,000		N/A
August 12, 2025⁽¹⁾	Performance Share Units		1,724,000		N/A
August 18, 2025⁽¹⁾	Performance Share Units		298,000		N/A
September 1, 2025⁽¹⁾	Performance Share Units		10,000		N/A
September 3, 2025⁽¹⁾	Performance Share Units		326,000		N/A
September 4, 2025⁽¹⁾	Performance Share Units		40,000		N/A
September 17, 2025⁽¹⁾	Performance Share Units		1,090,000		N/A
September 30, 2025⁽¹⁾	Restricted Share Units		147,242		N/A
October 1, 2025⁽¹⁾	Performance Share Units		35,000		N/A
October 17, 2025⁽¹⁾	Warrants		4,977,500	US$	1.35
October 20, 2025⁽¹⁾	Warrants		735,000	US$	1.35
October 31, 2025⁽¹⁾	Performance Share Units		2,000,000		N/A
November 7, 2025⁽¹⁾	Performance Share Units		586,000		N/A
December 3, 2025⁽¹⁾	Stock Options		2,620,000	C$	1.40
December 3, 2025⁽¹⁾	Stock Options		490,000	US$	1.00
December 5, 2025⁽¹⁾	Performance Share Units		65,000		N/A
December 30, 2025⁽¹⁾	Restricted Share Units		189,021		N/A
December 31, 2025⁽¹⁾	Performance Share Units		6,535		N/A
January 23, 2026⁽¹⁾	Warrants		5,711,539	C$	1.75

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Date of Issuance	Type of convertible security	Number of convertible securities Issued		Exercise Prices
February 12, 2026⁽¹⁾	Performance Share Units		215,000	N/A
March 3, 2026⁽¹⁾	Performance Share Units		8,342	N/A
March 27, 2026⁽¹⁾	Performance Share Units		1,279,671	N/A
April 2, 2026⁽¹⁾	Performance Share Units		567,075	N/A
April 10, 2026⁽¹⁾	Performance Share Units		300,000	N/A
April 20, 2026⁽¹⁾	Performance Share Units		5,906	N/A
June 1, 2026⁽¹⁾	Performance Share Units		17,642	N/A
June 4, 2026⁽¹⁾	Performance Share Units		400,000	N/A
June 30, 2026⁽¹⁾	Restricted Share Units		105,238	N/A
July 2, 2026⁽¹⁾	Performance Share Units		21,911	N/A
July 28, 2026⁽¹⁾	Performance Share Units		300,000	N/A
August 4, 2026⁽¹⁾	Performance Share Units		515,403	N/A
August 18, 2026⁽¹⁾	Performance Share Units		200,000	N/A
September 1, 2026⁽¹⁾	Performance Share Units		70,692	N/A
September 3, 2026⁽¹⁾	Performance Share Units		50,000	N/A
TOTAL			25,157,717	N/A

Notes:

(1) Stock options, restricted share units, performance share units issued pursuant to the Corporation's Omnibus Equity Incentive Plan. Each stock option, restricted share unit, performance share unit, and warrant is exercisable for one Common Share.

LEGAL MATTERS

Certain legal matters in connection with the Offering will be passed upon on behalf of the Corporation by Borden Ladner Gervais LLP.

Certain legal matters relating to United States law will be passed upon on behalf of the Corporation by Troutman Pepper Locke LLP.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar in Canada and in the United States for the Registrable Securities is Odyssey Trust Company, Trader’s Bank Building 702 – 67 Yonge Street, Toronto, ON M5E 1J8.

INDEPENDENT AUDITOR

Our auditors, BDO Canada LLP, Chartered Professional Accountants, of Oakville, Ontario report that they are independent from us within the meaning of the Rules of Professional Conduct of Ontario, and in accordance with applicable rules and regulations of the SEC and the Public Company Accounting Oversight Board (United States).

RISK FACTORS

An investment in Registrable Securities is subject to a number of risks, including those set forth in our Annual Information Form and in the management’s discussion and analysis for our most recently completed financial year and in the Base Shelf Prospectus. Prospective investors should carefully consider these risks in addition to information contained in this Prospectus Supplement and the information incorporated by reference herein, as well as the following risk factors, before purchasing Registrable Securities:

S-33

An investment in Registrable Securities is speculative and investors may lose their entire investment.

An investment in Registrable Securities is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in investments that involve significant risk and who can afford to lose their entire investment should consider an investment in the Corporation. There can be no assurance regarding the amount of income to be generated by the Corporation. Common Shares are equity securities of the Corporation and are not fixed income securities. Unlike fixed income securities, there is no obligation of the Corporation to distribute to shareholders a fixed amount or any amount at all, or to return the initial purchase price of the Common Shares on any date in the future. The market value of the Common Shares may deteriorate if the Corporation is unable to generate sufficient positive returns, and that deterioration may be significant.

Management will have broad discretion as to the use of the proceeds from the issue of the Warrant Shares, if any, and may not use the proceeds effectively.

The proceeds from the sale or other disposition of the Unit Shares and Warrant Shares covered by this Prospectus Supplement are solely for the account of the Selling Shareholders. Accordingly, the Corporation will not receive any proceeds from the sale or other disposition of the Unit Shares or Warrant Shares by the Selling Shareholders. The net proceeds received from the sale or other disposition of the Unit Shares or Warrant Shares by the Selling Shareholders, if any, is unknown.

The Corporation intends to use the net proceeds from the issue of Warrant Shares, if any, as set forth in this Prospectus Supplement under the heading “Use of Proceeds”; however, management of the Corporation maintains broad discretion concerning the use of the net proceeds thereof as well as the timing of their expenditure. Management of the Corporation may re-allocate the net proceeds from the issue of the Warrant Shares, if any, other than as described under the heading “Use of Proceeds” and in ways that a purchaser may not consider desirable, if management of the Corporation believes it would be in the Corporation’s best interest to do so. Until utilized, the net proceeds from the issue of the Warrant Shares, if any, will be held in cash balances in the Corporation’s bank account or invested at the discretion of the Board of the Corporation. As a result, a purchaser will be relying on the judgment of management of the Corporation for the application of such net proceeds. The results and the effectiveness of the application of the net proceeds are uncertain. If the net proceeds are not applied effectively, the Corporation’s business, financial condition and results of operations may suffer, which could adversely affect the price of the Common Shares in the market.

We may issue additional equity or convertible debt securities in the future, which may result in additional dilution to you.

The Corporation may raise funds in the future through the sale of additional securities of the Corporation. Any such issuances may dilute the interests of holders of Common Shares and may have a negative impact on the market price of the Common Shares, including the Registrable Securities registered hereunder.

The Corporation has a history of negative cash flow.

The Corporation has had negative operating cash flow since inception. The Corporation cannot guarantee that it will attain or maintain positive cash flow status in the future. To the extent that the Corporation has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities in these periods. See “Use of Proceeds”.

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Raising additional capital may restrict our operations or require us to relinquish rights to our technologies or product candidates, and if we sell our Common Shares in future financings, shareholders may experience immediate dilution and, as a result, the market price of our Common Shares may decline.

Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, partnerships and marketing, distribution or licensing arrangements. We do not have any committed external source(s) of funds. We may also from time to time issue additional Common Shares at a discount from the then current trading price of our Common Shares. As a result, our shareholders would experience immediate dilution upon the purchase of our Common Shares sold at such discount. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt securities, preferred shares or Common Shares. If we issue Common Shares or securities convertible into Common Shares, our shareholders would experience additional dilution and, as a result, our share price may decline. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

If we raise additional funds through partnerships or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

The Corporation’s Common Shares are subject to market price volatility.

The market price of Common Shares may be adversely affected by a variety of factors relating to the Corporation’s business, including fluctuations in the Corporation’s operating and financial results, the results of any public announcements made by the Corporation and its failure to meet analysts’ expectations. In addition, from time to time, the stock market experiences significant price and volume volatility that may affect the market price of Common Shares for reasons unrelated to the Corporation’s performance. Additionally, the value of Common Shares is subject to market value fluctuations based upon factors that influence the Corporation’s operations, such as legislative or regulatory developments, competition, technological change, global capital market activity and changes in interest and currency rates. There can be no assurance that the market price of Common Shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to the Corporation’s performance.

The Annual Information Form, Annual MD&A, and the Interim MD&A are incorporated by reference in this Prospectus Supplement and discuss, among other things, known material trends and events and risks or uncertainties that are reasonably expected to have a material effect on the Corporation’s business, financial condition or results of operations.

The market value of Common Shares may also be affected by the Corporation’s financial results and political, economic, financial, and other factors that can affect the capital markets generally, the stock exchanges on which Common Shares are traded and the market segments in which the Corporation is a part.

The Corporation has not declared and paid dividends in the past and may not declare and pay dividends in the future.

Any decision to declare and pay dividends in the future will be made at the discretion of the Corporation’s Board and will depend on, among other things, financial results, cash requirements, contractual restrictions and other factors that the Corporation’s Board may deem relevant. As a result, investors may not receive any return on an investment in the Common Shares unless they sell their Common Shares for a price greater than that which such investors paid for them.

The Corporation believes that it was a “PFIC” for U.S. federal income tax purposes for the year ended December 31, 2025, and expects that it may be a PFIC for the current taxable year which would subject U.S. investors that hold the Corporation’s Registrable Securities to potentially significant adverse U.S. federal income tax consequences.

If the Corporation is classified as a PFIC for U.S. federal income tax purposes in any taxable year, U.S. investors holding the Corporation’s Registrable Securities generally will be subject, in that taxable year and all subsequent taxable years (whether or not the Corporation continued to be a PFIC), to certain adverse U.S. federal income tax consequences. The Corporation will be classified as a PFIC in respect of any taxable year in which, after taking into account its income and gross assets (including the income and assets of 25% or more owned subsidiaries), either (i) 75% or more of its gross income consists of certain types of “passive income” or (ii) 50% or more of the average quarterly value of its assets is attributable to “passive assets” (assets that produce or are held for the production of passive income).

S-35

Based upon the current and expected composition of the Corporation’s income and assets, the Corporation believes that it was a PFIC for the taxable year ended December 31, 2025, and expects that it may be a PFIC for the current taxable year. Because the Corporation’s PFIC status must be determined annually with respect to each taxable year and will depend on the composition and character of the Corporation’s assets and income, including the Corporation’s use of proceeds from this Offering, and the value of the Corporation’s assets (which may be determined, in part, by reference to the market value of Registrable Securities, which may be volatile) over the course of such taxable year, the Corporation may be a PFIC in any taxable year. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that the Corporation will not be a PFIC for any future taxable year. In addition, it is possible that the U.S. Internal Revenue Service may challenge the Corporation’s classification of certain income and assets as non-passive, which may result in the Corporation being or becoming a PFIC in the current or subsequent years.

If the Corporation is a PFIC for any year during the holding period of a U.S. Holder (as defined in “Certain U.S. Federal Income Tax Considerations” below), then such U.S. Holder generally will be required to treat any gain realized upon a disposition of Registrable Securities, or any “excess distribution” received on its Registrable Securities, as ordinary income ratably allocated over its holding period, and to pay an interest charge on the underpayment of tax attributable to such gain or distribution, unless the U.S. Holder makes a timely and effective “qualified electing fund” election (“QEF Election”) or a “mark-to-market” election with respect to its Registrable Securities. A U.S. Holder who makes a QEF Election generally must report on a current basis its share of the Corporation’s net capital gain and ordinary earnings for any year in which the Corporation is a PFIC, whether or not the Corporation distributes any amounts to its shareholders. However, U.S. Holders should be aware that there can be no assurance that the Corporation will satisfy the recordkeeping requirements that apply to a QEF, or that the Corporation will supply U.S. Holders with information that such U.S. Holders require to report under the QEF Election rules, in the event that the Corporation is a PFIC and a U.S. Holder wishes to make a QEF Election. Thus, U.S. Holders may not be able to make a QEF Election with respect to their Registrable Securities. A U.S. Holder who makes a mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the Registrable Securities over the taxpayer’s basis therein. Each U.S. Holder should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Registrable Securities.

ENFORCEABILITY OF CIVIL LIABILITIES

The Corporation is incorporated under, and governed by, the laws of the province of Ontario and the laws of Canada applicable therein. Many of its officers and directors and experts named in this Prospectus Supplement and the Base Shelf Prospectus are resident outside of the United States, and a majority of their assets, and the assets of Cardiol, are located outside the United States. As a result, it may be difficult for U.S. investors to effect service of process within the United States upon those directors, officers or experts who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of such directors, officers or experts under U.S. federal securities laws. There is doubt as to whether Canadian courts would enforce the civil liability claims brought under United States federal securities laws in original actions and/or enforce claims for punitive damages. A final judgment for a liquidated sum in favour of a private litigant granted by a United States court and predicated solely upon civil liability under United States federal securities laws would, subject to certain exceptions identified in the law of individual provinces of Canada, likely be enforceable in Canada if the United States court in which the judgment was obtained had a basis for jurisdiction in the matter that would be recognized by the domestic Canadian court for the same purposes. There is a significant risk that a given Canadian court may not have jurisdiction or may decline jurisdiction over a claim based solely upon United States federal securities law on application of the conflict of laws principles of the province in Canada in which the claim is brought.

Cardiol has filed with the SEC, concurrently with the filing of its U.S. Registration Statement of which this Prospectus Supplement and the Base Shelf Prospectus form a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, Cardiol appointed C T Corporation System as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving Cardiol in a U.S. court arising out of or related to or concerning the Offering of the Registrable Securities under the U.S. Registration Statement. However, it may be difficult for United States investors to effect service of process within the United States upon those officers or directors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon the Corporation’s civil liability and the civil liability of such officers or directors under United States federal securities laws or the securities or “Blue Sky” laws of any state within the United States.

S-36

This short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in all of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission but is not yet effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This short form prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request, without charge, from the Corporate Secretary of Cardiol Therapeutics Inc. at 602-2265 Upper Middle Road East, Oakville, Ontario L6H 0G5, tel.: (289) 910-0850, and are also available electronically at www.sedarplus.ca.

SHORT FORM base shelf PROSPECTUS

New Issue and/or Secondary Offering

September 15, 2026

CARDIOL THERAPEUTICS INC.

US $150,000,000
Common Shares
Debt Securities
Warrants
Subscription Receipts
Units

Cardiol Therapeutics Inc. (the “Corporation” or “Cardiol” or “we”) may offer and sell, from time to time (the “Offerings”), Class A common shares of the Corporation (“Common Shares”), debt securities (“Debt Securities”), warrants to purchase securities (“Warrants”) or subscription receipts (“Subscription Receipts”) or any combination of such securities (“Units”) (all of the foregoing collectively, the “Securities”) up to an aggregate initial offering price of US $150,000,000 in aggregate (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto) (the “Prospectus”), remains effective. Securities offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more prospectus supplements (collectively or individually, as the case may be, “Prospectus Supplements”). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets, or securities by us or one of our subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of among other things, Securities, cash, and assumption of liabilities. In addition, one or more securityholders of the Corporation (each a “Selling Securityholder”) may also offer and sell Securities under this Prospectus. See “Selling Securityholders”.

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The Corporation was incorporated under the laws of the Province of Ontario, Canada. The Corporation is permitted, under the multi-jurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States (the “MJDS”), to prepare this Prospectus and any Prospectus Supplement in accordance with Canadian disclosure requirements, which are different from those of the United States. Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (the “IASB”), and may not be comparable to financial statements of United States companies. The Corporation’s financial statements are subject to audit in accordance with Canadian generally accepted auditing standards and our auditor is subject to both Canadian auditor independence standards and the auditor independence standards of the Public Company Accounting Oversight Board (United States) and the United States Securities and Exchange Commission (the “SEC”).

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that we are incorporated under the laws of the Province of Ontario, Canada, that most of our officers and directors are residents of Canada, that many of the experts named in this Prospectus may be residents of Canada, and that most or all of our assets and the assets of said persons are located outside of the United States. See “Enforcement of Canadian Judgments Against Foreign Persons.”

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES OR ANY CANADIAN SECURITIES REGULATOR APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The prices at which the Securities may be offered and sold may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to Cardiol. See “Plan of Distribution”.

The specific terms of the Securities with respect to a particular Offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Common Shares, the number of Common Shares offered, the currency (which may be United States dollars, Canadian dollars, or any other currency), the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares being offered, (ii) in the case of Debt Securities, the specific designation, the aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, the interest provisions, the authorized denominations, the offering price, where the Debt Securities are being offered for cash, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities and any other terms specific to the Debt Securities being offered, (iii) in the case of Warrants, the number of such Warrants offered, the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of the Common Shares or Debt Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, the currency in which the Warrants are issued and any other terms specific to the Warrants being offered, (iv) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the procedures for the exchange of the Subscription Receipts for Common Shares, Debt Securities or Warrants, as the case may be, the currency in which the Subscription Receipts are issued and any other terms specific to the Subscription Receipts being offered, (v) in the case of Units, the designation, number and terms of the Common Shares, Warrants, Subscription Receipts or Debt Securities comprising the Units and the currency in which the Units are issued. Where required by statute, regulation, or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities and (vi) in the case of Securities to be offered and sold by Selling Securityholders, such information in respect of such Selling Securityholders as may be required under applicable securities laws.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements has been obtained. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers purchasing as principals, directly to one or more other purchasers, or through agents pursuant to applicable statutory exemptions.

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A Prospectus Supplement relating to each issue of Securities will set forth the names of any underwriters, dealers, or agents involved in the Offering and sale of the Securities and will set forth the terms of the Offering, the method of distribution of the Securities, including, to the extent applicable, the proceeds to us and any fees, discounts, concessions, or other compensation payable to the underwriters, dealers, or agents, and any other material terms of the plan of distribution.

The Corporation and the Selling Securityholders may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Corporation or the Selling Securityholders from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer, or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Corporation and, to the extent applicable, any fees, discounts, concessions, or any other compensation payable to underwriters, dealers, or agents and any other material terms. The Prospectus Supplement may qualify an “at-the-market distribution” (as such term is defined in National Instrument 44-102 – Shelf Distributions). See “Plan of Distribution”. For the avoidance of doubt, any “at-the-market distribution” qualified by the Prospectus Supplement will only be for a distribution of Common Shares.

In connection with any offering of Securities, other than an “at-the-market distribution”, subject to applicable laws, unless otherwise specified in a Prospectus Supplement, the underwriters, dealers, or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain, or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted, or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’, or agents’ over-allocation position acquires those securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See “Plan of Distribution”.

Our outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange ("TSX") under the symbol "CRDL", and our outstanding Common Shares are listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "CRDL". On September 14, 2026, the last trading day of the Common Shares prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $2.77, and the closing price of the Common shares on the Nasdaq was US$1.99. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, the Warrants, the Subscription Receipts, and the Units will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell these Securities purchased under this Prospectus. This may affect the pricing of these Securities in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities, and the extent of issuer regulation. See "Risk Factors".

Investors should be aware that the acquisition, holding, or disposition of the Securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States and Canada may not be described fully herein. You should read the tax discussion contained in the applicable Prospectus Supplement, if any, with respect to a particular Offering of the Securities and consult your own tax advisor with respect to your own particular circumstances.

Investing in the Securities involves significant risks. Prospective investors should carefully consider the risk factors described under the heading “Risk Factors” in this Prospectus, in the applicable Prospectus Supplement with respect to a particular Offering and in the documents incorporated by reference herein and therein.

No underwriter, dealer, or agent has been involved in the preparation of this Prospectus or performed any review of the content of this Prospectus.

This Prospectus does not qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests, including, for example, an equity or debt security, or a statistical measure of economic or financial performance (including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items). For greater certainty, this Prospectus may qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as CORRA (the Canadian Overnight Repo Rate Average), SOFR (the Secured Overnight Financing Rate), EURIBOR (the Euro Interbank Offered Rate) or a United States federal funds rate.

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The registered and head office of the Corporation is located at Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5.

Dr. Guillermo Torre-Amione, Dr. Timothy Garnett, Colin Stott, Jennifer Chao, and Teri Loxam, directors of the Corporation, reside outside of Canada. Although Dr. Torre-Amione, Dr. Garnett, Mr. Stott, Ms. Chao, and Ms. Loxam will appoint Cardiol Therapeutics Inc., Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5 as their agent for service of process in Canada, investors are advised that it may not be possible for investors to enforce judgments obtained in Canadian courts predicated upon civil liability provisions of applicable securities law in Canada.

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TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION	6
MARKET AND INDUSTRY DATA	8
TRADEMARKS AND TRADE NAMES	8
ENFORCEMENT OF CANADIAN JUDGMENTS AGAINST FOREIGN PERSONS	9
ENFORCEMENT OF CIVIL LIABILITIES	9
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION	9
FINANCIAL INFORMATION	10
WHERE TO FIND ADDITIONAL INFORMATION	10
DOCUMENTS INCORPORATED BY REFERENCE	10
DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT	12
SUMMARY DESCRIPTION OF THE BUSINESS	12
RECENT DEVELOPMENTS	13
PLAN OF DISTRIBUTION	17
USE OF PROCEEDS	18
SELLING SECURITYHOLDERS	20
EARNINGS COVERAGE RATIO	20
CONSOLIDATED CAPITALIZATION	20
PRICE RANGE AND TRADING VOLUME	21
PRIOR SALES	21
RISK FACTORS	24
DIVIDEND POLICY	28
DESCRIPTION OF COMMON SHARES	28
DESCRIPTION OF DEBT SECURITIES	28
DESCRIPTION OF WARRANTS	29
DESCRIPTION OF SUBSCRIPTION RECEIPTS	29
DESCRIPTION OF UNITS	30
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	30
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	31
PROMOTER	35
LEGAL MATTERS	35
TRANSFER AGENT AND REGISTRAR	35
INTEREST OF EXPERTS	35
INDEPENDENT AUDITOR	35
EXEMPTIONS	35

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You should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement in connection with an investment in the Securities. We have not authorized anyone to provide you with different information. We are not making an offer of the Securities in any jurisdiction where such offer is not permitted. You should assume that the information appearing in this Prospectus or any Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

In this Prospectus and any Prospectus Supplement, unless the context otherwise requires, the terms “we”, “our”, “us” and the “Corporation” refer to Cardiol Therapeutics Inc. References to dollars or “$” are to Canadian currency unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and other publicly available documents, including the documents that are incorporated by reference in this Prospectus and in such publicly available documents, includes certain “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “Forward-Looking Information”).

Forward-looking information can be identified by words or phrases such as “may”, “might”, “could”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict”, or “likely”, or the negative of these terms, or other similar expressions or references to future periods. All information other than historical facts, included in this Prospectus that address activities, events or developments that the Corporation expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Corporation’s business, operations, plans and other such matters is intended to identify forward-looking information. Statements containing forward-looking information are not historical facts.

	·	our anticipated cash needs, and the need for additional financing;
	·	our development of our product candidates for use in testing, research, pre-clinical studies, clinical studies, and commercialization, if approved;
	·	our ability to develop new routes of administration of our product candidates, including parenteral, for use in testing, research, pre-clinical studies, clinical studies, and commercialization, if approved;
	·	our ability to develop new formulations of our product candidates for use in testing, research, pre-clinical studies, clinical studies, and commercialization, if approved;
	·	the successful development and commercialization, if approved, of our current product candidates and the addition of future products and product candidates;
	·	the ability of our product delivery technologies to deliver our product candidates to inflamed and/or fibrotic tissue;
	·	our intention to build a pharmaceutical brand and our products focused on addressing inflammation and fibrosis in heart disease, including, but not limited to, acute myocarditis, recurrent pericarditis, and heart failure;
	·	the expected medical benefits, viability, safety, efficacy, effectiveness, and dosing of our product candidates;
	·	our patents and intellectual property, including, but not limited to, our (a) ability to procure, defend, and/or enforce our intellectual property relating to our products, product formulations, routes of administration, product candidates, and associated uses, methods, and/or processes, and (b) freedom to operate;
	·	our competitive position and the regulatory environment in which we operate;
	·	the molecular targets and mechanism of action of our product candidates;
	·	our financial position; our business strategy; our growth strategies; our operations; our financial results; our dividend policy; our plans and objectives; and
	·	expectations of future results, performance, milestones, achievements, prospects, opportunities, or the market in which we operate.

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In addition, any statements that refer to expectations, intentions, projections, or other characterizations of future events or circumstances contain forward-looking information. Forward-looking information is based on certain assumptions and analyses made by the Corporation in light of the experience and perception of historical trends, current conditions, and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with this forward-looking information. Given these risks, uncertainties, and assumptions, prospective purchasers of Securities should not place undue reliance on this forward-looking information. Whether actual results, performance, or achievements will conform to the Corporation’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions, and other factors, including those listed under “Risk Factors”, which include:

	·	the inherent uncertainty of product development including testing, research, pre-clinical studies, and clinical trials;
	·	our requirement for additional financing;
	·	our negative cash flow from operations;
	·	our history of losses;
	·	dependence on the success of our product candidates which may not generate revenue, if approved;
	·	reliance on management, loss of members of management or other key personnel, or an inability to attract new management team members;
	·	our ability to successfully design, initiate, execute, and complete clinical trials, including the high cost, uncertainty, and delay of clinical trials and additional costs associated with any failed clinical trials;
	·	the uncertainty our investigational products will have a therapeutic benefit in the clinical indications we are pursuing;
	·	potential equivocal or negative results from clinical trials and their adverse impacts on our future commercialization efforts;
	·	our ability to receive and maintain regulatory exclusivities in multiple jurisdictions, including Orphan Drug/Medicine Designations/Approvals, for our product candidates;
	·	delays in achievement of projected development goals;
	·	management of additional regulatory burdens;
	·	volatility in the market price for the Common Shares;
	·	failure to protect and maintain and the consequential loss of intellectual property rights;
	·	third-party claims relating to misappropriation by the Corporation of their intellectual property;
	·	reliance on third parties to conduct and monitor our pre-clinical studies and clinical trials;
	·	our product candidates being subject to controlled substance laws which may vary from jurisdiction to jurisdiction;
	·	changes in laws, regulations, and guidelines relating to our business, including tax and accounting requirements;
	·	our reliance on research regarding the medical benefits, viability, safety, efficacy, and dosing of our product candidates;
	·	claims for personal injury or death arising from the use of our future products and product candidates;
	·	uncertainty relating to market acceptance of our product candidates, if approved;
	·	our lack of experience in commercializing any products, including selling, marketing, or distributing pharmaceutical products;
	·	securing third-party payor reimbursement for our product candidates, if approved;
	·	the level of pricing and reimbursement for our product candidates, if approved;
	·	our dependence on contract manufacturers;
	·	unsuccessful collaborations with third parties;
	·	business disruptions affecting third-party suppliers and manufacturers;
	·	delays in the timing of regulatory authority decision-making, actions, and meetings as a result of workforce re-
	·	alignment, and potentially significant reductions in workforce or other resources, including at the United States Food and Drug Administration (“U.S. FDA”) and other U.S. federal agencies;
	·	lack of control in future production and selling prices of our product candidates, if approved;
	·	competition in our industry;
	·	our inability to develop new technologies and products and the obsolescence of existing technologies and products;
	·	unfavorable publicity or consumer perception towards any products for which we receive marketing authorization;
	·	product liability claims and product recalls;
	·	inability to expand our business to other jurisdictions;
	·	fraudulent activities of employees, contractors, and consultants;
	·	our reliance on key inputs and their related costs;
	·	difficulty associated with forecasting demand for products;
	·	operating risk and insurance coverage;
	·	our inability to manage growth;
	·	conflicts of interest among our officers and directors;

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	·	managing damage to our reputation and third-party reputational risks;
	·	relationships with customers and third-party payors and consequential exposure to applicable anti-kickback, fraud, and abuse and other healthcare laws;
	·	exposure to information systems security threats;
	·	no dividends for the foreseeable future;
	·	future sales of Common Shares by existing shareholders causing the market price for the Common Shares to fluctuate;
	·	the issuance of Common Shares in the future causing dilution;
	·	events outside of our control could adversely affect our operations;
	·	our ability to remediate any material weakness in our internal control over financial reporting;
	·	global geo-political events, and the responses of governments having a significant effect on the world economy; and
	·	failure to meet regulatory or ethical expectations on environmental impact, including climate change.

Although the Corporation has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events, or results not to be as anticipated, estimated, or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated. The Corporation does not undertake to update forward-looking information if circumstances or management estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to unduly rely on forward-looking information.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this Prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunities, and market share, is based on information from independent industry organizations, other third-party sources (including industry publications, surveys, and forecasts), and management studies and estimates.

TRADEMARKS AND TRADE NAMES

This Prospectus includes trademarks and trade names, such as “Cardiol”, and “CardiolRx”, which are protected under applicable intellectual property laws and are the property of the Corporation. All other trademarks used in this Prospectus are the property of their respective owners.

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ENFORCEMENT OF CANADIAN JUDGMENTS AGAINST FOREIGN PERSONS

Five of our directors reside outside of Canada and at the time of filing the final short form base shelf prospectus they will each appoint the following agent for service of process:

Name of Person	Name and Address of Agent
Dr. Guillermo Torre-Amione	Cardiol Therapeutics Inc., Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5
Dr. Timothy Garnett	Cardiol Therapeutics Inc., Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5
Colin Stott	Cardiol Therapeutics Inc., Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5
Jennifer Chao	Cardiol Therapeutics Inc., Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5
Teri Loxam	Cardiol Therapeutics Inc., Suite 602 – 2265 Upper Middle Road East, Oakville, Ontario L6H 0G5

ENFORCEMENT OF CIVIL LIABILITIES

The Corporation is governed by the laws of Ontario and its principal place of business is outside the United States. The majority of the directors and officers of the Corporation and the experts named under “Interest of Experts” herein are resident outside of the United States and a substantial portion of the Corporation’s assets and the assets of such persons are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process within the United States on the Corporation, its directors or officers or such experts, or to realize in the United States on judgments of courts of the United States predicated on civil liabilities under the U.S. Securities Act. Investors should not assume that Canadian courts would enforce judgments of United States courts obtained in actions against the Corporation or such persons predicated on the civil liability provisions of the United States federal securities laws or the securities or “blue sky” laws of any state within the United States or would enforce, in original actions, liabilities against the Corporation or such persons predicated on the United States federal securities or any such state securities or “blue sky” laws.

The Corporation filed with the SEC, concurrently with the U.S. Registration Statement (as defined below), an appointment of agent for service of process on Form F-X. Under the Form F-X, the Corporation appointed C T Corporation System, with an address at 1015 15th Street N.W., Suite 1000, Washington, D.C., 20005, as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Corporation in a United States court arising out of or related to or concerning the offering of Securities under the U.S. Registration Statement (as defined below).

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

All references to “$” or “dollars” in this Prospectus are to Canadian dollars, unless otherwise indicated. The following table sets out the high and low rates of exchange for one United States dollar expressed in Canadian dollars during each of the following periods, the average rate of exchange for those periods and the rate of exchange in effect at the end of each of those periods, each based on the rate of exchange published by the Bank of Canada for conversion of United States dollars into Canadian dollars.

	Six Months Ended				Year Ended
	June 30, 2026		June 30, 2025		December 31, 2025		December 31, 2024
Highest rate during the period		1.4234		1.4603		1.4603		1.4416
Lowest rate during the period		1.3515		1.3558		1.3558		1.3316
Average rate for the period		1.3781		1.4094		1.3978		1.3698
Rate at the end of the period		1.4210		1.3643		1.3706		1.4389

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On September 14, 2026, the last banking day prior to the date of this Prospectus, the rate of exchange posted by the Bank of Canada for conversion of United States dollars into Canadian dollars was US$1.00 equals $1.3909. No representation is made that United States dollars could be converted into Canadian dollars at that rate or any other rate.

FINANCIAL INFORMATION

Financial statements included or incorporated by reference herein have been prepared in accordance with IFRS as issued by the IASB and may not be comparable to financial statements of United States companies. Our financial statements are subject to audit in accordance with Canadian generally accepted auditing standards and/or the standards of the PCAOB and our auditor is subject to both Canadian auditor independence standards and the auditor independence standards of the PCAOB and the SEC.

WHERE TO FIND ADDITIONAL INFORMATION

This Prospectus is part of a registration statement on Form F-10 (the “U.S. Registration Statement”) that the Corporation has filed with the SEC under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), relating to the Securities. Under the U.S. Registration Statement, the Corporation may, from time to time, sell Securities described in this Prospectus in one or more offerings up to an aggregate offering amount of US $150,000,000. This Prospectus, which forms a part of the U.S. Registration Statement, provides you with a general description of the Securities that the Corporation may offer and does not contain all of the information contained in the U.S. Registration Statement, certain items of which are contained in the exhibits to the U.S. Registration Statement, as permitted by the rules and regulations of the SEC. See “Documents Filed as Part of the U.S. Registration Statement.” Statements included or incorporated by reference in this Prospectus about the contents of any contract, agreement or other documents referred to are not necessarily complete, and in each instance, you should refer to the exhibits for a complete description of the matter involved. Each such statement is qualified in its entirety by such reference. Each time the Corporation sells Securities under U.S. Registration Statement, the Corporation will provide a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before you invest, you should read both this Prospectus and any applicable Prospectus Supplement together with additional information described under the heading “Documents Incorporated by Reference.” This Prospectus does not contain all of the information set forth in the U.S. Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC, or the schedules or exhibits that are part of the U.S. Registration Statement. Investors in the United States should refer to the U.S. Registration Statement and the exhibits thereto for further information with respect to the Corporation and the Securities.

The Corporation is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), in addition to the continuous disclosure requirements under applicable Canadian securities laws. In accordance with such requirements, we will file reports and other information with the SEC and with securities regulatory authorities in Canada. Under the MJDS, documents and other information that the Corporation files with the SEC may be prepared in accordance with the disclosure requirements of Canada, which are different from those of the United States. As a foreign private issuer, the Corporation is exempt from the rules the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act.

Reports and other information filed by us with, or furnished to, the SEC may be accessed on the SEC’s website at www.sec.gov. You may read and download any public document that we have filed with securities commission or similar regulatory authorities in Canada, on SEDAR+ at www.sedarplus.ca.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in each of the provinces and territories of Canada (collectively, the “Commissions”). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Corporation at 2265 Upper Middle Road East, Suite 602, Oakville, Ontario L6H 0G5, tel.: (289) 910-0850. These documents are also available through the internet on SEDAR+, which can be accessed online at www.sedarplus.ca.

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The following documents of the Corporation, filed by the Corporation with the Commissions, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a)

the annual information form dated March 31, 2026 (the “Annual Information Form”) for the year ended December 31, 2025;

(b)

the audited financial statements for the years ended December 31, 2025, and December 31, 2024, together with the related notes and auditors’ report dated March 31, 2026;

(c)

the management’s discussion and analysis for the year ended December 31, 2025 (the “Annual MD&A”);

(d)

the management information circular dated May 7, 2026, for the annual meeting of shareholders of the Corporation held on June 24, 2026;

(e)

(f)

the unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2026, together with its related notes; and

(g)

the management’s discussion and analysis for the three and six months ended June 30, 2026 (the “Interim MD&A”).

Any document of the types referred to in the preceding paragraph (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44-101 – Short Form Prospectus Distributions that are filed by the Corporation with the Commissions after the date of this Prospectus and prior to the termination of an Offering under any Prospectus Supplement shall be deemed to be incorporated by reference in this Prospectus.

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including those types of documents referred to above and press releases issued by the Corporation specifically referencing incorporation by reference into this Prospectus, if filed by the Corporation with the Commissions after the date of this Prospectus and before the expiry of this Prospectus, are deemed to be incorporated by reference in this Prospectus. In addition, to the extent that any document or information incorporated by reference into this Prospectus is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q, or Form 8-K (or any respective successor form) that is filed with or furnished by the Corporation to the SEC after the date of this Prospectus, that document or information shall be deemed to be incorporated by reference in, or as an exhibit to, the U.S. Registration Statement of which this Prospectus forms a part. The Corporation may also incorporate other information filed with or furnished to the SEC under the U.S. Exchange Act, provided that information included in any report on Form 6-K or Form 8-K shall be so deemed to be incorporated by reference only if and to the extent expressly provided in such Form 6-K or Form 8-K.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

A Prospectus Supplement containing the specific terms of an Offering will be delivered to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the Offering covered by that Prospectus Supplement.

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Upon a new annual information form and related annual financial statements being filed by us with, and where required, accepted by, the applicable securities regulatory authority during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements, material change reports and information circulars and all Prospectus Supplements filed prior to the commencement of our financial year in which a new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.

Reference to the Corporation’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and the Corporation disclaims any such incorporation by reference.

DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT

The following documents have been, or will be, filed with the SEC as part of the U.S. Registration Statement of which this Prospectus is a part insofar as required by the SEC’s Form F-10:

the documents listed under “Documents Incorporated by Reference” in this Prospectus;

ii.

the consent of BDO Canada LLP, the Corporation’s independent auditor;

iii.

the powers of attorney from certain of the Corporation’s directors and officers;

iv.

the form of debt indenture;

a filing fee table.

A copy of the form of any applicable warrant indenture, subscription receipt agreement or statement of eligibility of trustee on Form T-1, as applicable, will be filed by post-effective amendment or by incorporation by reference to documents filed or furnished with the SEC under the U.S. Exchange Act.

SUMMARY DESCRIPTION OF THE BUSINESS

Overview of the Corporation

The Corporation is a late-stage life sciences company focused on advancing the development of anti-inflammatory and anti-fibrotic therapies for heart disease. The Corporation’s lead small-molecule drug candidate, CardiolRx™, modulates inflammasome pathway activation, an intracellular innate immune system response known to play an important role in the development and progression of inflammation and fibrosis associated with pericarditis, myocarditis, and heart failure.

The MAVERIC Program is evaluating CardiolRx™ for the treatment of recurrent pericarditis, an inflammatory disease of the pericardium associated with symptoms including debilitating chest pain, shortness of breath, and fatigue, which can lead to physical limitations, reduced quality of life, emergency department visits, and hospitalizations. The program comprises the completed Phase II MAVERIC study (NCT05494788) and the ongoing pivotal Phase III MAVERIC trial (NCT06708299). The U.S. FDA has granted Orphan Drug Designation to CardiolRx™ for the treatment of pericarditis, including recurrent pericarditis.

The ARCHER Program also studied CardiolRx™ in acute myocarditis—an important cause of acute and fulminant heart failure in young adults and a leading cause of sudden cardiac death in individuals under 35 years of age. The program comprises the completed Phase II ARCHER study (NCT05180240), which evaluated the safety, tolerability, and efficacy of CardiolRx™ in this patient population.

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RECENT DEVELOPMENTS

On July 14, 2026, the Corporation announced the publication of its Phase II MAVERIC study results in the Journal of the American Heart Association.

Timing and Expenditures for Programs as at June 30, 2026

Program

Original
Target
Date⁽⁵⁾

Revised Target
Date as of June
30, 2026

Cumulative
Expenses Incurred
to June 30, 2026 ($) ⁽⁴⁾

Original
Estimated
Costs ($) ⁽⁶⁾

Estimated
Remaining
Costs as of
June 30, 2026 ($)

MAVERIC Program – Phase III trial

Q2 2026

Q3 2026

9,500,000

12,000,000

5,000,000

Note 1

CRD-38 Program – IND-enabling studies

H2 2026

H1 2027

1,400,000

2,000,000

4,000,000

Note 2

ARCHER Program – Next steps being assessed

N/A

Note 3

Notes:

(1) The Corporation has continued the expansion of its pivotal Phase III MAVERIC trial in the United States, with the planned activation of additional clinical centers. Phase III MAVERIC expenses increased to $1,708,158 and $3,987,592, respectively, for the three and six months ended June 30, 2026, as additional trial sites were activated and recruitment accelerated versus the three and six months ended June 30, 2025, expenses of $924,114 and $1,878,409, respectively. Target recruitment is anticipated by the end of Q3 2026 to accommodate patient enrollment from additional clinical sites. If the Phase III MAVERIC trial meets its objectives, the details of next steps will be determined in consultation with regulatory agencies and the Corporation’s external clinical advisors. Based on a successful end-of-Phase II meeting with the U.S. FDA and subject to Phase III MAVERIC outcomes, Cardiol believes the results from Phase III MAVERIC will support a New Drug Application. The Corporation may involve a pharmaceutical industry partner to fund commercialization of CardiolRx™ for the treatment of recurrent pericarditis.

(2) The Corporation is currently conducting additional formulation optimization studies as well as Investigational New Drug (“IND”)-enabling studies necessary to support a future IND application with the U.S. FDA to initiate first-in-human Phase I clinical studies. CRD-38 expenses increased to $579,982 and $1,404,684, respectively, for the three and six months ended June 30, 2026, as IND-enabling studies were initiated and formulation optimization studies continued, versus the three and six months ended June 30, 2025, expenses of $205,305 and $400,464, respectively. If Cardiol determines that the IND-enabling studies meet its objectives, next steps related to the clinical development of CRD-38 will be assessed in consultation with external clinical advisors and regulatory agencies. The total cost and timeline to complete the next steps of the clinical development program cannot be determined at this stage as this will depend on a variety of factors. The Corporation may involve a commercial partner from the pharmaceutical industry to fund the clinical development and commercialization of CRD-38.

(3) ARCHER expenses decreased to $61,475 and $131,466, respectively, for the three and six months ended June 30, 2026, versus the three and six months ended June 30, 2025, expenses of $592,413 and $1,525,323, respectively, as the study was completed and reported results in 2025. The Corporation is reviewing the full Phase II ARCHER results with key opinion leaders in myocarditis and heart failure, regulatory agencies, and representatives from the pharmaceutical industry to determine next steps. Following these discussions, the Corporation will provide an update regarding the timeline for completing potential additional clinical development programs based on the ARCHER data, as well as associated costs—all of which will depend on a variety of factors. The Corporation may involve a pharmaceutical industry partner to support additional clinical development and commercialization of CardiolRx™ and CRD-38 for the treatment of myocarditis, and other inflammatory cardiac conditions including heart failure.

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(4) Expenses incurred represent cumulative expenditures on the current stage of each program. Program expenditures comprise external contract research and regulatory costs and exclude salaries and benefits and share-based compensation, which are not allocated by program. For MAVERIC, this reflects expenditures on the Phase III study. For CRD-38, this reflects expenditures on the current formulation optimization and IND-enabling studies. As next steps for the ARCHER Program remain under review, there is no current stage in respect of which expenditures are presented.

(5) The original target date for the Phase III MAVERIC trial was disclosed in the 2024 Annual MD&A; the original target date for the CRD-38 Program was disclosed in the 2025 Annual MD&A.

(6) The original cost estimate for the Phase III MAVERIC was disclosed in the 2024 Annual MD&A; the original cost estimate for the CRD-38 Program was disclosed in the 2025 Annual MD&A.

Variances in General and Administrative Expenses for Three and Six Months Ended June 30, 2026

	Three months ended June 30, 2026 ($)		Three months ended June 30, 2025 ($)		Six months ended June 30, 2026 ($)		Six months ended June 30, 2025 ($)
Administration		1,533,319		1,261,892		2,684,139		2,621,553
Depreciation of equipment		11,546		25,469		38,255		50,456
Corporate communications and Investor Relations		863,807		569,298		1,324,430		1,217,143
Salaries and benefits		771,561		737,056		2,928,487		2,449,175
Regulatory		141,819		122,636		212,764		211,329
Share-Based Compensation - Admin		1,419,812		2,228,126		2,311,172		3,066,472
Total General and Administrative Expenses		4,741,864		4,944,477		9,499,247		9,616,128

General and administration expenses slightly decreased to $9,499,247 for the six months ended June 30, 2026, compared to $9,616,128 for the six months ended June 30, 2025. The decrease was primarily due to a decrease in non-cash share-based compensation, partially offset by an increase in salaries and benefits. Share-based compensation fluctuates with the number, grant date and vesting terms of awards issued, and the decrease reflects the vesting profile of awards granted in the current and prior periods. Salaries and benefits increased as the Corporation expanded its operations. No other component of general and administration expenses varied by a material amount during the period.

General and administration expense slightly decreased to $4,741,864 for the three months ended June 30, 2026, compared to $4,944,477 for the three months ended June 30, 2025. The decrease was primarily due to a decrease in non-cash share-based compensation, partially offset by an increase in corporate communications, marketing, and investor relations and administration. Share-based compensation fluctuates with the number, grant date and vesting terms of Awards issued, and the decrease reflects the vesting profile of Awards granted in the current and prior periods. Corporate communications, marketing, and investor relations increased as the Corporation expanded its investor outreach activities commensurate with improving capital markets. Administration increased mainly as a result of a one-time consultant cost. No other component of general and administration expenses varied by a material amount during the period.

Use of Proceeds from Prior Offerings as of June 30, 2026

On October 10, 2024, the Corporation completed an offering (the “October 2024 Offering”) of 9,703,125 Common Shares for net proceeds of US$14,112,500 pursuant to a prospectus supplement dated October 8, 2024 (the “October 2024 Prospectus”). The following table compares the disclosure the Corporation previously made in the October 2024 Prospectus about how the Corporation intended to use the proceeds from the October 2024 Offering at that time compared to the Corporation’s actual use of proceeds from the October 2024 Offering as at June 30, 2026 and accounts for any variances between the two sets of disclosure. Figures in the below are translated to CAD from USD at a rate of 1.42.

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	Anticipated Use of Proceeds⁽¹⁾		Actual Use of Proceeds as at June 30, 2026
Support the clinical development of CardiolRx™ for the treatment of recurrent pericarditis	$	20,036,022	$	9,500,000
General and administrative expenses, working capital and other research and development expenses			$	8,036,222

(1) The Corporation was not able to provide further details on the intended use of proceeds for the October 2024 Offering in the October 2024 Prospectus because, at the time of filing, the Corporation was waiting on delivery of the full trial results for Phase II MAVERIC program.

The Corporation may reallocate the remaining net offering proceeds from the October 2024 Offering depending upon its growth strategy relative to market and other conditions in effect at the time.

Timing and Expenditures for Programs as at December 31, 2025

Program

Original
Target
Date⁽⁵⁾

Target Date as
of December
31, 2025