40-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2023

Commission File Number 001-39530

IMMUNOPRECISE ANTIBODIES LTD.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English (if applicable))

British Columbia	8731	98-1508109
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number (if applicable))	(I.R.S. Employer Identification Number (if applicable))

3204-4464 Markham Street

Victoria, British Columbia V8Z 7X8

(250) 483-0308

(Address and telephone number of Registrant’s principal executive offices)

ImmunoPrecise Antibodies (USA), Ltd.

4837 Amber Valley Parkway Suite 11

Fargo, ND 58104

(701) 353-0022

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	IPA	The NASDAQ Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

For annual reports, indicate by check mark the information filed with this Form:

☒ Annual Information Form ☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: The Registrant had 25,050,260 Common Shares, no par value, issued and outstanding as of April 30, 2023

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ 1

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ 1

1 Checkboxes are blank pending effectiveness of underlying rules.

EXPLANATORY NOTE

ImmunoPrecise Antibodies Ltd. (the “Company” or the “Registrant,” sometimes referred to as “we,” “us” and “our”) is a Canadian issuer that is permitted, under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this Annual Report on Form 40-F (the “Annual Report”) pursuant to Section 13 of the United States Securities Exchange Act of 1934 (the “Exchange Act”), as amended, in accordance with Canadian disclosure requirements, which differ from those of the United States. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the United States Securities Act of 1933, as amended (the “Securities Act”). Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This Annual Report and the documents filed as exhibits hereto, contain forward-looking statements that reflect the Company’s management’s expectations with respect to future events, our financial performance and business prospects, under the provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, and forward-looking information within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact are forward-looking statements. The use of the words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “could”, “likely”, “potential”, “proposed” and other similar words (including negative and grammatical variations), or statements that certain events or conditions “may” or “will” occur, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. Applicable risks and uncertainties include, but are not limited to, those identified under the heading “Risk Factors” on page 16 of the Annual Information Form for the year ended April 30, 2023, attached as Exhibit 99.1 to this Annual Report and incorporated herein by reference, and under the heading “Risks and Uncertainties” on page 21 of the Company’s Management’s Discussion & Analysis for the year ended April 30, 2023, attached as Exhibit 99.3 to this Annual Report and incorporated herein by reference, and in other filings that the Company has made and may make with applicable securities authorities in the future. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, including, without limitation, the Company’s beliefs with respect to the potential for its antibodies to be further developed or approved to treat COVID-19 (or SARS-CoV-2) or to complete any transactions with respect to those antibodies. No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the exhibits incorporated by reference into this Annual Report should not be unduly relied upon.

The Company’s forward-looking statements contained in the exhibits incorporated by reference into this Annual Report are made as of the respective dates set forth in such exhibits. In preparing this Annual Report, the Company has not updated such forward-looking statements to reflect any subsequent information, events or circumstances or otherwise, or any change in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof, nor does the Company assume any obligation to update such forward-looking statements in the future, except as required by applicable laws. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

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NOTE TO UNITED STATES READERS - DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under the multi-jurisdictional disclosure system adopted by the SEC, to prepare this Annual Report in accordance with Canadian disclosure requirements, which differ from those of the United States. The Company has prepared its financial statements, which are filed as Exhibit 99.2 to this Annual Report and incorporated by reference herein, in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board and which are not comparable to financial statements of United States companies.

PRINCIPAL DOCUMENTS

The following documents are filed as exhibits to this Annual Report:

(a)Annual Information Form

The Registrant’s annual information form for the year ended April 30, 2023 is attached as Exhibit 99.1 to this Annual Report, and is incorporated by reference herein;

(b)Audited Consolidated Annual Financial Statements

The Registrant’s audited consolidated financial statements for the years ended April 30, 2023 and 2022, together with the notes thereto, including the report of the independent auditor thereon, is attached as Exhibit 99.2 to this Annual Report, and is incorporated by reference herein; and

(c)Management’s Discussion and Analysis

The Registrant’s management’s discussion and analysis for the year ended April 30, 2023 is attached as Exhibit 99.3 to this Annual Report, and is incorporated by reference herein.

TAX MATTERS

Purchasing, holding, or disposing of the Company’s securities may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management of the Company, under the supervision of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), is responsible for establishing and maintaining disclosure controls and procedures (as defined by the SEC in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) for the Company to ensure that material information relating to the Company, including its consolidated subsidiaries, that is required to be made known to the CEO and CFO by others within the Company and disclosed by the Company in reports filed or submitted by it under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to the Company’s management, including its CEO and CFO, to allow timely decisions regarding required disclosure. The CEO and the CFO, along with management, have evaluated and concluded that the Company’s disclosure controls and procedures as at April 30, 2023 were effective.

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Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control over financial reporting described below. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

Management of the Company, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting, and has used the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013)(COSO) to evaluate the effectiveness of our controls for the period covered by this Annual Report. Based on this evaluation, management concluded that our internal control over financial reporting were appropriately designed and effective as at April 30, 2023 and provided a reasonable assurance of the reliability of our financial reporting and preparation of financial statements.

The Company’s management, including the CEO and CFO, believe that disclosure controls and procedures and internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the controls. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed.

Due to its inherent limitations, internal controls over financial reporting and disclosure may not prevent or detect all misstatements. Management will continue to monitor the effectiveness of its internal control over financial reporting and disclosure controls and procedures and may make modifications from time to time as considered necessary.

Attestation Report of the Registered Public Accounting Firm

In accordance with the United States Jumpstart Our Business Startup Act (the “JOBS Act”) enacted on April 5, 2012, the Registrant qualifies as an “emerging growth company” (an “EGC”), which entitles the Registrant to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. Specifically, the JOBS Act defers the requirement to have the Registrant’s independent auditor assess the Registrant’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. As such, the Registrant is exempt from the requirement to include an auditor attestation report in this Annual Report, and will continue to be exempt from such requirement, for so long as the Registrant remains an EGC, which may be for as long as five years following its initial registration in the United States.

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Changes in Internal Control Over Financial Reporting

During the year ended April 30, 2023 there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

The Company was not required by Rule 104 of Regulation BTR to send any notices to any of its directors or executive officers during the fiscal year ended April 30, 2023.

AUDIT COMMITTEE

Audit Committee

The board of directors of the Company (the “Board”) has a separately designated standing audit committee (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Exchange Act. As of the date of this Annual Report, the Company’s Audit Committee is comprised of James Kuo (Chair), Greg Smith and Robert Burke, each of whom, in the opinion of the Company’s Board, are independent based on the criteria for independence under Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of the NASDAQ Stock Market Rules (the “NASDAQ”).

The Board has also determined that each member of the Audit Committee is financially literate, meaning each such member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Audit Committee Financial Expert

The Board has determined that Greg Smith of the Audit Committee qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act and Rule 5605(c)(2)(A) of NASDAQ.

The SEC has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert’ for any purpose, or impose any duties, obligations or liability on such person that are greater than those imposed on members of the Audit Committee and the Board who do not carry this designation or identification, or affect the duties, obligations or liability of any other member of the Audit Committee or Board.

CODE OF ETHICS

We have adopted a Code of Ethics and Business Conduct, which qualifies as a “code of ethics” within the meaning of that term under Form 40-F, that is applicable to each of our directors, officers and employees, including our CEO, CFO, corporate controller and persons performing similar functions. There were no amendments, or waivers granted in respect of, the Code of Ethics and Business Conduct during the fiscal year ended April 30, 2023. The Code of Ethics and Business Conduct is available at https://ir.ipatherapeutics.com/governance/governance-documents.Amendments to the Code of Ethics and Business Conduct and waivers, if any, for executive officers will be disclosed on the Company’s website. Except for the Code of Ethics and Business Conduct, no information contained on the Company’s website or any other site shall be incorporated by reference into this Annual Report or in the documents incorporated by reference herein or attached as exhibits hereto.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Grant Thornton LLP, Chartered Professional Accountants, acted as the independent registered public accounting firms of the Company for the fiscal years ended April 30, 2022 and April 30, 2023. See the section “Audit Fees” in our Annual Information Form, attached as Exhibit 99.1 to this Annual Report, which section is incorporated by reference herein, for the total amount billed to the Company by Crowe MacKay LLP and Grant Thornton LLP, for services performed in the last two fiscal years by category of service (for audit fees, audit related fees, tax fees and all other fees).

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AUDIT COMMITTEE PRE-APPROVAL POLICES AND PROCEDURES

Under its charter, the Audit Committee is required to pre-approve all non-audit services to be performed by the Company’s external auditors in relation to us or any of our subsidiaries. The pre-approval process for non-audit services also involves consideration of the potential impact of such services on the independence of the external auditors and whether the service for which approval is sought is a prohibited service under applicable laws, regulations, rules or listing standards. The Company did not receive any non-audit services or tax services from its principal accountants in the last two fiscal years. Accordingly, pre-approval by the Audit Committee was not required and no non-audit services were approved pursuant to the de minimis exemption to the pre-approval requirement set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

The Audit Committee may delegate the pre-approval of services provided by the external auditor to one or more members of the Audit Committee, which member(s) shall be independent to the extent required by any applicable law, regulation, rule or listing standard. Any such delegate shall report his or her approvals to the Audit Committee at the next scheduled meeting.

NASDAQ STATEMENT OF GOVERNANCE DIFFERENCES

The Company is a “foreign private issuer” and its common shares are listed on The NASDAQ Stock Market LLC. The Company is permitted under NASDAQ Rule 5615(a)(3) to follow its home country practice in lieu of certain NASDAQ corporate governance standards. In order to claim such exemption, the Company must disclose the NASDAQ corporate governance standards that it does not follow and describe the home country practice that it follows in lieu of such standards. The disclosure of corporate governance differences may be found on the Company’s website at https://ir.ipatherapeutics.com/governance/governance-documents.

MINE SAFETY DISCLOSURE

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Not applicable.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B. Consent to Service of Process

The Registrant has previously filed with the SEC a written consent to service of process on Form F-X. Any change in the name or address of the agent for service of process of the Registrant shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the file number of the Registrant.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

IMMUNOPRECISE ANTIBODIES, LTD.
By:	/s/ Jennifer Bath
Name:	Jennifer Bath
Title:	President and Chief Executive Officer

Dated July 10, 2023

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Annual Information Form for the year ended April 30, 2023
99.2	Audited Consolidated Financial Statements for the years ended April 30, 2023 and 2022 together with the notes thereto, including the report of the independent auditor thereon.
99.3	Management’s Discussion and Analysis for the year ended April 30, 2023
99.4	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
99.5	Certification of Chief Financial Officer required by Rules 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
99.6	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350
99.7	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350
99.8	Consent of Grant Thornton LLP (PCAOB ID 248)

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EX-99.1

Exhibit 99.1

 

ANNUAL INFORMATION FORM

of

IMMUNOPRECISE ANTIBODIES LTD.

July 10, 2023

TABLE OF CONTENTS

INTRODUCTORY NOTES	1
CORPORATE STRUCTURE	3
GENERAL DEVELOPMENT OF THE BUSINESS	3
BUSINESS	8
RISK FACTORS	13
DIVIDENDS	24
DESCRIPTION OF CAPITAL STRUCTURE	24
MARKET FOR SECURITIES	25
PRIOR SALES	25
ESCROWED SECURITIES	25
DIRECTORS AND EXECUTIVE OFFICERS	26
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	29
AUDIT COMMITTEE	30
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	31
TRANSER AGENT AND REGISTRAR	32
MATERIAL CONTRACTS	32
INTERESTS OF EXPERTS	32
ADDITIONAL INFORMATION	32

IMMUNOPRECISE ANTIBODIES LTD.

ANNUAL INFORMATION FORM

INTRODUCTORY NOTES

Date of Information

In this annual information form (“Annual Information Form”), ImmunoPrecise Antibodies Ltd., together with its subsidiaries, as the context requires, is referred to as “IPA” or the “Company”. All information contained in this Annual Information Form is as at April 30, 2023, unless otherwise stated, being the date of the most recently completed financial year of the Company, and the use of the present tense and of the words “is”, “are”, “current”, “currently”, “presently”, “now” and similar expressions in this Annual Information Form is to be construed as referring to information given as of that date.

Cautionary Statement Regarding Forward-Looking Statements and Information

This Annual Information Form contains forward-looking statements and information about the Company which reflect management’s expectations regarding the Company’s future growth, results of operations, operational and financial performance and business prospects and opportunities. In addition, the Company may make or approve certain statements or information in future filings with Canadian securities regulatory authorities, in news releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements or forward-looking information. All statements and information, other than statements or information of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and information, including, but not limited to statements and information preceded by, followed by, or that include words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intends”, “plan”, “forecast”, “budget”, “schedule”, “project”, “estimate”, “outlook”, or the negative of those words or other similar or comparable words.

Forward-looking statements and information involve significant risks, assumptions, uncertainties and other factors that may cause actual future performance, achievements or other realities to differ materiality from those expressed or implied in any forward-looking statements or information and, accordingly, should not be read as guarantees of future performance, achievements or realities. Although the forward-looking statements and information contained in this Annual Information Form reflect management’s current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements and information. A number of risks and factors could cause actual results, performance, or achievements to differ materially from the results expressed or implied in the forward-looking statements and information. Such risks and factors include, but are not limited to, the following:

• negative operating cash flow;

• liquidity and future financing risk;

• the financial position of the Company and its potential need for additional liquidity and capital in the future;

• the success of any of the Company’s current or future strategic alliances;

• the Company may become involved in regulatory or agency proceedings, investigations and audits;

• the Company may be subject to litigation in the ordinary course of its business;

• the ability of the Company to obtain, protect and enforce patents on its technology and products;

• risks associated with applicable regulatory processes;

• the ability of the Company to achieve publicly announced milestones;

• the effectiveness of the Company’s business development and marketing strategies;

• the competitive conditions of the industry in which the Company operates;

• market perception of smaller companies;

• the Company cannot assure the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies;

• the ability of the Company to manage growth;

• the selection and integration of acquired businesses and technologies;

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• the Company may lose clients;

• any reduction in demand;

• any reduction or delay in government funding of research and development (“R&D”);

• costs of being a public company in the United States;

• the Company may fail to meet the delivery and performance requirements set forth in client contracts;

• the Company may become subject to patent and other intellectual property litigation;

• the Company’s dependence upon key personnel;

• risks associated with the COVID-19 pandemic;

• the Company may not achieve sufficient brand awareness;

• the Company’s directors and officers may have interests which conflict with those of the Company;

• the outsourcing trend in non-clinical discovery stages of drug discovery;

• the Company’s products, services and expertise may become obsolete or uneconomical;

• the effect of global economic conditions;

• the Company has a limited number of suppliers;

• the Company may become subject to liability for risks against which it cannot insure;

• clients may restrict the Company’s use of scientific information;

• the Company may experience failures of its laboratory facilities;

• any contamination in animal populations;

• any unauthorized access into information systems;

• prospective investors’ ability to enforce civil liabilities;

• the Company’s status as a foreign private issuer;

• exposure to foreign exchange rates;

• the effects of future sales or issuances of equity securities or debt securities;

• the market price of the common shares may experience volatility;

• the Company will maintain discretion in the use of proceeds of any offering of securities;

• the Company has not declared or paid any dividends on the common shares and does not intend to do so in the foreseeable future; and

• a liquid market for the common shares may not develop.

For further details, see the “Risk Factors” section of this Annual Information Form.

Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements or information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Further, any forward-looking statements and information contained herein are made as of the date of this Annual Information Form and, other than as required by applicable securities laws, the Company assumes no obligation to update or revise them to reflect new events or circumstances. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking statement or information. Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this Annual Information Form and the documents incorporated by reference herein. All forward-looking statements and information disclosed in this Annual Information Form are qualified by this cautionary statement.

Share, Currency and Exchange Rate Information

The financial statements included herein are reported in Canadian dollars. References in this Annual Information Form to “$” are to the lawful currency of Canada, references to “€” are to the lawful currency of the European Union, and references to “US$” are to the lawful currency of the United States.

On July 7, 2023, the Bank of Canada average rate of exchange for one Canadian dollar in United States dollars was $1.00 = US$0.7523 and for one Canadian dollar in Euros was $1.00 = €0.6871.

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CORPORATE STRUCTURE

The Company was continued on September 2, 2016 under the Business Corporations Act (British Columbia) (“BCBCA”). On December 21, 2016, the Company changed its name to “ImmunoPrecise Antibodies Ltd.” The address of the Company’s head office is 3204 – 4464 Markham Street, Victoria, British Columbia V8Z 7X8. The registered and records office of the Company is located at 1800 – 510 West Georgia Street, Vancouver, British Columbia V6B 0M3.

The following chart sets out the Company’s intercorporate relationships with its subsidiaries, along with the jurisdiction in which such subsidiaries were formed. All of the Company’s subsidiaries are wholly owned by the Company.

 

GENERAL DEVELOPMENT OF THE BUSINESS

Overview

The Company is an innovation-driven, technology platform company that supports its pharmaceutical and biotechnology company partners in their quest to discover and develop novel, therapeutic antibodies against all classes of disease targets. See “Business – Overview” for further details.

The Company’s common shares are listed on the Nasdaq Global Market (“Nasdaq”) under the trading ticker symbol “IPA.”

Three Year History

Over the last three years, the Company has focused on growing its service and product offerings and revenues through organic growth as well as acquisitions, as set out below.

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Fiscal Year Ended 2021

Private Placement Financing

On May 15, 2020, the Company closed a non-brokered private placement financing by issuing 10% convertible debentures (“New Debentures”) for total proceeds of $2,592,000. On May 27, 2020, the Company issued an additional $35,000 of the New Debentures. In total, the Company issued $2,627,000 of the New Debentures. The New Debentures are unsecured, bear interest at a rate of 10% per year and are payable at maturity. The maturity date is May 15, 2022, for $2,592,000 of the New Debentures and May 22, 2022, for $35,000 of the New Debentures. The principal amount of the New Debentures may be convertible, at the option of the holder, into common shares of the Company at a conversion price of $4.25 per share. The Company may force convert the principal amount of the New Debentures at $4.25 per Common Share if the average closing price is equal to or greater than $7.50 for 20 trading days. The Company paid finders cash commissions totaling $44,750. During the year $990,000 of the debentures were converted into 232,934 common shares.

Grant Funding

In April 2020, the Company was awarded US$75,000 in grant funds from the North Dakota Department of Agriculture through the state’s Bioscience Innovation Grant program to assist with expenses related to its PolyTope SARS-CoV-2 programs and was reimbursed in July 2020 after demonstrating a total spend in excess of $100,000 to satisfy the minimum 25% required match.

In June 2020, the Company was granted funding by TRANSVAC2, a European vaccine network, to cover the costs of a preclinical vaccine study of one of the Company’s vaccine candidates in a collaboration with LiteVax B.V.

In July 2020, the Company was awarded the Biosciences CARES grant from the Department of Agriculture of the State of North Dakota for the amount of US$1,500,000 to support the discovery, development and testing of SARS-CoV-2 therapeutic candidates. The total grant project cost is US$2,000,000 for which ImmunoPrecise Antibodies (USA) Ltd. (IPA USA) must contribute an amount not less than 25% of the grant project cost or US$500,000. The Company recorded other income for the years ended April 30, 2021, and 2020 of US$1,080,695 and US$158,000, respectively.

During the year ended April 30, 2021, the Company also received $583,347 from the Government of Canada through its Canadian Emergency Wage and Rent Subsidy Programs (CEWS and CERS). The subsidy was recorded in other income as subsidy income.

The Paycheck Protection Program was implemented in the United States to help businesses impacted by COVID-19 keep their workforce employed. Borrowers were eligible for full forgiveness if certain conditions were met. The Company was approved for a loan of US$209,000 and the loan was fully forgiven during the year ended April 30, 2021. The Company recognized $261,000 during the year ended April 30, 2021 in other income as subsidy income.

The Company had grants approved in the amount of approximately $55,000 in the form of reduced costs of services performed from the Canadian National Research Council’s (“NRC”) Innovation Research Assistance Program, to support collaborative research with the NRC.

Deferred Settlement Payments

The Company made the third and final deferred cash payment for the acquisition of ModiQuest Research B.V. pursuant to the Amendment, Termination and Settlement Agreement, by making a cash payment of €335,555 ($518,533) to Immusys.

On December 18 and December 31, 2020, the Company issued an aggregate of 203,178 common shares pursuant to a Share Exchange Agreement for the final deferred payment for the acquisition of U-Protein Express B.V. ("UPE"). The common shares were valued at $1,047,097 and issued to the sellers (Universiteit Utrecht Holding B.V., Bionomics B.V., Wieger Hemrika, and Roland Romijn) pursuant to the final deferred payment for the acquisition of UPE.

Issuance of Stock Options

On August 13, 2020, the Company granted 50,000 stock options, exercisable at $7.50 per option. The options are subject to vesting conditions and 25% of the options vest every three months. The options have an expiration date of August 13, 2023.

On September 1, 2020, the Company granted 270,000 stock options to officers and an employee of the Company, exercisable at $8.50 per option. The options are subject to vesting conditions as follows: one-third six months after the grant date, one-third 12 months after the grant date and one-third 18 months after the grant date. The options have an expiration date of September 1, 2025.

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On January 6, 2021, the Company granted 25,000 stock options to directors of the Company, exercisable at $20.30 per option. The options are subject to vesting conditions as follows: one-quarter three months after the grant date, one-quarter six months after the grant date, one-quarter nine months after the grant date and one-quarter 12 months after the grant date. The options have an expiration date of January 6, 2026.

On January 6, 2021, the Company granted 238,000 stock options to employees of the Company, exercisable at $20.30 per option. The options are subject to vesting conditions as follows: one-third six months after the grant date, one-third 12 months after the grant date and one-third 18 months after the grant date. The options have an expiration date of January 6, 2026.

Collaboration Agreement

In October 2020, Talem entered into a collaboration agreement with Twist Bioscience Corporation (“Twist”) in order to expand its antibody pipeline on a wider range of oncology targets, combining their expertise in a highly collaborative manner to discover novel antibody therapeutics. The Company will contribute targets of interest with relevant background data, and the genetic sequences encoding for lead antibodies against the selected targets. Twist Biopharma, a division of Twist, will design synthetic antibody libraries based on the provided antibody repertoire sequences from immunized animals to discover optimized, humanized lead antibody candidates.

Talem Antibody Sale

In December 2020, a client purchased a set of antibodies against an undisclosed target from Talem. The Company recognized revenue of $1,156,967 in financial year 2021, and had previously recognized $229,849 in financial year 2020.

Nasdaq Listing

On September 10, 2020, the Company announced that it had commenced the application process to list the common shares on Nasdaq. The Company’s common shares were approved for listing on the Nasdaqunder the trading ticker symbol “IPA”. Trading on Nasdaq commenced at market open on December 30, 2020.

Common Share Consolidation

On November 4, 2020, the Company announced that it intended to complete a consolidation of its issued and outstanding common shares on the basis of one new Common Share for every five issued and outstanding common shares (the “Consolidation”). The TSXV approved the Consolidation and on November 23, 2020, the Company consolidated its issued and outstanding common shares. All references to share and per share amounts in this Annual Information Form have been retroactively restated to reflect the Consolidation.

Base Shelf Prospectus Filing

On November 6, 2020, the Company filed a preliminary base shelf prospectus (the “Preliminary Shelf Prospectus”) with the securities commissions of each of the provinces of Canada except Quebec and on November 9, 2020, the Company filed a corresponding registration statement on Form F-10 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) under the multi-jurisdictional disclosure system adopted by the securities regulatory authorities in United States and Canada (“MJDS”).

The short form base shelf prospectus was receipted in each of the provinces of Canada except Quebec on December 14, 2020 and the corresponding Registration Statement was declared effective by the SEC on November 9, 2020. The shelf registration statement expired during the three months ended January 31, 2023.

Public Offering

On February 8, 2021, the Company closed a public offering of 1,616,293 common shares, at a price of US$13.45 per Common Share for gross proceeds of US$21,739,141 and net proceeds less underwriting discounts and commissions of US$19,575,364. On February 10, 2021, the Company issued an additional 242,443 common shares pursuant to the over-allotment option at a price of US$13.45 per Common Share for gross proceeds of US$3,260,858 and net proceeds less underwriting discounts and commissions of US$2,967,735.

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Restructuring of the Netherland Entities

As of January 1, 2021, UPE and Immulease merged with IPA Europe to form one legal entity. UPE, now referred to as the Utrecht location, continues its operations in the biotechnology hub of Utrecht, the Netherlands.

Fiscal Year Ended 2022

Funding

Issuance of Stock Options

On May 9, 2021, the Company granted 10,000 stock options to strategic board members of the Company, exercisable at US$7.72 per option. The options are subject to vesting conditions as follows: one-third one year after the grant date, one-third two years after the grant date, and one-third three years after the grant date. The options have an expiration date of May 9, 2026.

On June 13, 2021, the Company granted 43,750 stock options to a consultant of the Company, exercisable at US$7.14 per option. The options vested on June 13, 2021. The options have an expiration date of June 1, 2024.On January 3, 2022, the Company granted 28,250 stock options to board members of the Company, exercisable for a period of five years from the date of grant at an exercise price of $6.89 per option. One quarter of the options will vest every three months from the date of grant.

On January 7, 2022, the Company granted 170,000 stock options to certain officers of IPA. Each option is exercisable for a period of five years from the date of grant at an exercise price of $7.94 per option. One third of the options will vest every six months from the date of grant.

On January 13, 2022, the Company granted 15,000 stock options to a certain officer of IPA. Each Option is exercisable for a period of six months from the date of grant at an exercise price of $8.30 per option. One third of the options vest every two months from the date of grant.

ATM Offering

On October 13, 2021, the Company and H.C. Wainwright & Co., LLC (the “Agent”) entered into an At-The-Market Offering Agreement (the “ATM Agreement”). Under the terms of the ATM Agreement, the Company was entitled, at its discretion and from time-to-time during the term of the ATM Agreement, to sell, through the Agent, acting as sole sales agent, common shares of the Company having an aggregate gross sales price of up to US$50 million. The ATM Agreement was terminated during the year ended April 30, 2023. No common shares were sold under the terms of the ATM Agreement.

Final Deferred Settlement Payment

The Company made the third and final deferred share payment for the acquisition of ModiQuest Research B.V. pursuant to the Amendment, Termination and Settlement Agreement on May 3, 2021, issuing 41,488 common shares of the Company with a fair value of $503,243 to the seller (Immusys) of ModiQuest Research B.V, now ImmunoPrecise Antibodies (Europe) B.V.

Key additions and changes to the board and management team

On June 2, 2021, the Company announced that Dr. Yasmina Abdiche resigned as Chief Scientific Officer ("CSO") effective June 30, 2021, to pursue other opportunities. The Board appointed Dr. Ilse Roodink as CSO effective as of July 1, 2021.

The Company promoted Barry Duplantis, Ph.D., to Vice President of Client Relations and appointed Ms. Carla Dahl, as Vice President of Marketing. Ms. Carla Dahl is no longer employed at the Company as of April 30, 2023. Paul Andreola resigned from the Company’s board of directors effective November 9, 2021, for personal reasons unrelated to the Company.

In April 2022, Chief Business Officer, Stefan Lang, departed the Company.

Strategic Advisory Board

On May 25, 2021, the Company announced the addition of Dr. Dion Neame to the Company’s Strategic Advisory Board (“SAB”). Dr. Neame is the second addition from the large pharma community to join IPA’s SAB. Each member of the SAB holds senior leadership roles and has been strategically onboarded to assist IPA with executing its growth and expansion plans.

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COVID-19 R&D

There is an ongoing need for therapeutics to protect against COVID-19 despite the availability of vaccines, as vaccines do not provide protection for all individuals. This is particularly true for immunocompromised individuals such as the elderly, cancer patients, individuals with HIV or those undergoing bone marrow and organ transplants, whose immune systems are too weak to mount an effective response upon vaccination. In addition, SARS-CoV-2 vaccines appear to be less effective against variants of the virus. Without 100% protection, important segments of higher exposure risk populations will likely be left unprotected – namely frontline workers and those living in group care.

Therapeutic antibodies are providing breakthrough medicines for cancer, inflammation, autoimmune and infectious diseases due in part to their high on-target affinity and exquisite specificity making them highly efficacious with good safety profiles.

Technological advances in antibody discovery methods such as B cell sorting now enable the rapid and systematic generation of high-quality fully human antibodies from healthy donors, diseased patients, and transgenic animals. Furthermore, when therapeutic antibodies are combined into cocktails, they can provide unique protection against infectious diseases by working synergistically to neutralize pathogens via multiple mechanism of action engaged in concert, boosting potency beyond the sum of their individual components. Single antibodies are vulnerable to mutagenic escape and can be rendered ineffective by a single point mutation in the pathogen. In contrast, antibody cocktails may protect against mutagenic escape because they cover a larger epitope footprint on the pathogen’s surface than possible with a single antibody, providing longer-lasting protection against emerging mutations.

The Company’s diverse panel of anti-SARS-CoV-2 antibodies with therapeutic potential can be curated into synergistic cocktails, providing opportunities for out-licensing and sponsorship deals which the Company believes would enable it to respond quickly to emerging viral variants as well as formulation into bi- or multi-specifics. The Company has successfully completed pre-clinical studies in Syrian hamsters and could demonstrate powerful in vivo efficacy in both therapeutic and prophylactic settings.

On January 27, 2022, Talem, filed for patent protection of its PolyTope® TATX-03 antibody cocktail via the PCT (Patent Cooperation Treaty) system (which has 154 member states) as well as national filings in the US, Taiwan, Argentina, and Paraguay, enabling the Company to pursue patent protection of the PolyTope TATX-03 cocktail in all sizeable potential markets. In the meantime, the PolyTope TATX-03 remaining non-clinical safety studies are expected to conclude in Q2 of CY2022. At the request of the FDA, the Company prepared a comprehensive status update demonstrating the performance of PolyTope TATX-03 toward Omicron (B.1.1.529), and other variants of concern, for review.

Due to significant and unforseen delays caused by a third-party Contract Development and Manufacturing Organization (CDMO), the Company has made the strategic decision to terminate its COVID program. The inability to meet agreed-upon timelines and deliverables from the CDMO were beyond the Company's control and IPA management is working closely with the manufacturer to find a mutually agreeable resolution. Recognizing the need to reallocate resources and maintain focus on our strategic objectives, we have chosen to end the program. We remain committed to our mission of advancing the field of biotherapeutics and addressing critical healthcare needs. We will continue to leverage our expertise, cutting-edge technologies, and strategic decision-making to pursue new opportunities that drive innovation and maximize our impact in improving patient outcomes.

Acquisition

On April 14, 2022, the Company completed the acquisition of control over BioStrand BV, BioKey BV, and BioClue BV (hereinafter collectively referred to as “BioStrand”), a group of Belgian biotech entities and pioneers in the field of bioinformatics and biotechnology, through its wholly owned subsidiary ImmunoPrecise Netherlands BV. The Company paid a consideration of approximately € 20 million to the vendors, consisting of an aggregate of 4,077,774 common shares of IPA and a cash payment of approximately € 3,734,500. The consideration also includes a contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total €12 million.

Fiscal Year Ended 2023

Funding

Issuance of Stock Options

On February 19, 2023, the Company granted 29,060 stock options to directors of the Company, exercisable at US$4.10 per option. The options are subject to vesting conditions as follows: one-quarter three months after the grant date, one-quarter six months after the grant date, one-quarter nine months after the grant date and one-quarter 12 months after the grant date. The options have an expiration date of February 19, 2027.

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On February 19, 2023, the Company granted 564,452 stock options to officers and employees of the Company, exercisable at US$4.10 per option. The options are subject to vesting conditions as follows: one-third six months after the grant date, one-third 12 months after the grant date and one-third 18 months after the grant date. The options have an expiration date of February 19, 2028.

Key additions and changes to the board and management team

In August 2022, Ms. Lisa Helbling retired as Chief Financial Officer ("CFO"). The Board appointed Mr. Brad McConn as CFO effective August 6, 2022.

In November 2022, Dr. Anna Pettersson notified the Company she has accepted a position with another company, and due to a potential conflict of interest did not stand for re-election. In December 2022, the Board appointed Ms. Lisa Helbling as director upon conclusion of the AGM.

BUSINESS

Overview

The Company is an innovation-driven, technology platform company that supports its pharmaceutical and biotechnology company partners in their quest to discover and develop novel, therapeutic antibodies against all classes of disease targets. The Company aims to transform the conventional, multi-vendor, product development model by bringing innovative and high-throughput technologies to its partners, incorporating the advantages of diverse antibody repertoires with the Company’s therapeutic antibody discovery suite of technologies, to exploit antibodies of broad epitope coverage, multiple antibody formats, valency, and size, and to discover antibodies against multiple/rare epitopes.

The Company offers comprehensive support to its partners, starting with customized, computational project design, antigen preparation, an on-site vivarium, immunization services, high-throughput discovery platforms, functional antibody testing, lead candidate selection, antibody optimization, antibody engineering and manufacturing, all under one contract.

The Company believes that its experience, innovation, technologies, scientific rigor, and focus on producing quality products, provide a unique experience in one-stop service offerings, and assist the Company in its aim to reduce the time required for, and the inherent risk associated with, conventional multi-vendor product development.

The Company has achieved organic revenue growth through market penetration and service diversification in the biologics, CRO space, as well as accretive growth through strategic expansion of its operations in Europe, by acquiring and integrating innovative technologies, and through investments in R&D.

Products and Services

CRO Services

The Company’s CRO services include, but are not limited to, proprietary B cell sorting, screening and sequencing; custom, immune and naïve phage display production and screening; expertise with transgenic animals and multi-species antibody discovery; bi-specific, tri-specific, VHH, and VNAR (shark) antibody manufacturing; DNA cloning, protein and antibody downstream processing, purification in gram scale levels, characterization and validation; antibody characterization on label-free biosensors, antibody engineering; transient and stable cell line generation; antibody optimization and humanization; hybridoma production with multiplexed, high-throughput screening and clone-picking; cryopreservation; and custom antigen modeling, design and manufacturing.

Moreover, in the past two years, the Company has gained increasing recognition as a rising leader in the biologics CRO space, with a focus on organic growth through market penetration and service diversification, as well as strategic expansion with platform and process integration. Furthermore, end-to-end services have been leveraged through acquisition, enabling a steady foundation for future growth.

In fiscal 2023, the Company’s CRO services accounted for 100% (2022: 100%) of the Company’s revenue.

The Company’s wholly owned subsidiaries, IPA (Canada) Ltd. (“IPA Canada”) and IPA Europe, have both been designated as approved CROs for the world’s leading, transgenic animal platform producing human antibodies, and exercised an advantage in optimizing services for various transgenic animal vendors. The Company made strategic investments in R&D activities to develop

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proprietary technologies enabling the application of their B cell Select™ and DeepDisplay™ platforms to address a range of transgenic animal species and strains and efficiently deliver fully-human, clinically relevant antibodies to its clients.

The Company’s key CRO services are set forth in detail below:

Service

Details

B cell SelectTM

In 2018, the Company built on its decade of experience in single B cell interrogation to offer B cell services in both North America and Europe on species agnostic platforms, including the use of transgenic, humanized animals. These services are offered for a broad range of therapeutically relevant protein families, including GPCRs and other challenging, membrane-spanning proteins. The Company’s B cell Select™ platforms enable antibody screening directly from B cells, facilitating the analysis of a more diverse set of antibodies, and for faster, deeper screening compared to traditional technologies. By adding a high throughput, label-free Octet HTX biosensor (under the tradenames FortéBio, Sartorius) at IPA Canada, the Company uses a state-of-the-art high throughput platform that facilitates the rapid characterization and development of lead antibody candidates and addresses the need for increased speed and sample throughput when characterizing large panels of therapeutic antibody candidates, which are generated with its B cell or library-based platforms.

Service	Details
Phage Display	The Company’s phage display services are based on building custom immune libraries from multiple species, including transgenic animals, or, alternatively, the selection of antigen-specific, recombinant antibody fragments from its proprietary human or llama phage libraries. The proprietary libraries have been made from human auto-immune (diseased) patients and naïve (healthy donors) scFv (single chain fragment variable) repertoires, as well as from naïve llama (VHH) repertoires. Custom immune libraries are prepared from blood, spleen, lymph nodes, and bone marrow of immunized animals and aim to capture the entire immune repertoire for panning, rescue, and identification of unique antibodies with pre-specified characteristics.
DeepDisplayTM	A powerful new technology utilizing a combination of transgenic animal platforms, like e.g. Ligand’s OmniAb®, and IPA’s custom phage display antibody selection.
AbthenaTM Bispecifics	The Company’s bispecific Abthena™ technology complements its diverse discovery process, integrating seamlessly with the Artemis™ Intelligence Metadata (AIM)™ capabilities, to enable rapid turnaround on additional algorithmic outputs in therapeutic antibody optimization, stability, affinity, and manufacturability.
LucinaTechTM Humanization	The Company provides a robust and efficient antibody humanization service, which consistently retains affinity and specificity levels. The approach is based on state-of-the-art in silico antibody modeling to identify essential framework and CDR residues for grafting onto a human antibody framework.
Affinity Maturation	Antibody affinity is important in therapeutic and diagnostic applications. The Company’s affinity maturation service can improve antibody affinities. The Company applies different strategies to increase the affinity of the antibody, including gene shuffling and random mutagenesis.
Immunization, hybridoma, sequencing	The Company offers antibody development services including a variety of immunization methods: Rapid Prime™ immunization, DNA immunization (NonaVac™), cell-based immunization (ModiVacc™), electro-fusion and hybridoma generation using semi-solid media and clone picking, as well as high throughput, multiplexed screening methods. With ImmunoProtect™, the DNA sequence of the antibody is determined and can be used to express the antibody recombinantly.
rPExTM protein manufacturing	The Company provides large-scale production of recombinant mammalian proteins and antibodies for research and non-clinical applications. With a track record of successfully producing difficult-to-express proteins and antibodies (e.g. Fc-fusion proteins and bispecific antibodies), the Company offers gram scale production with low endotoxin levels.
Cell line development	Using its proprietary vectors, the Company offers stable cell line development services (non GMP) of target proteins or antibodies adapted to specific growth conditions and media.

Therapeutic Discovery Program

While CRO services are the mainstay of the Company, IPA has worked continuously on building an IP estate and portfolio of proprietary methods and physical assets through collaborations, acquisitions and in-licensing. The Company has strategically invested in the development and licensing of antibody discovery platforms and related IP assets. The onboarding of existing assets with regard

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to equipment, technologies, IP and licenses within the Company’s European Union operations has been compounded by active research and development at all operational sites over the past two years, including the ongoing development of new service offerings rolled out in the fiscal years 2020 and 2021, but more notably, internal discovery programs focused on novel, therapeutic antibodies, primarily in the field of immuno-oncology.

The Company formed Talem, based in Cambridge, Massachusetts, to support its internal and partnered therapeutic discovery programs. Talem offers strategic partnerships with pharma and biotech companies and is the only company to offer these services as a partnership in OmniAb® transgenic animals using their own license. The depth and speed of IPA’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in the antibody discovery.

Locations of Operations

The Company’s operations are carried out globally in Victoria, British Columbia (IPA Canada) and Utrecht and Oss, the Netherlands (IPA Europe), and Fargo, North Dakota (IPA USA).

IPA Canada’s laboratory facilities in Victoria offer a variety of innovative services including B cell screening, sequencing and cloning, an on-site vivarium, a dedicated hybridoma suite, and modern screening services including semi-automated multiplexed screening and label-free biosensor analyses. The site continues to invest in developing new and supporting technologies to optimize the client experience and ensure state-of-the-art, high throughput capabilities.

IPA Europe at the location in Utrecht, the Netherlands, has been a staple in the recombinant protein community, operating for over 18 years, and specializing in the manufacture of complex proteins and antibodies in a variety of formats and from a range of mammalian cell types. Its streamlined and efficient operations have enabled it to successfully support over 6,000 different programs, with over a 90% success rate, for pharmaceutical and biotechnology industries as well as leading, academic institutions. In a seamless coordination, its operations also support the downstream expression and purification of the antibodies originating from the B cell Select programs, enabling validation of the platform’s outputs and comprehensive deliverables for clients. The site also has a global, exclusive license from Stanford University for the marketing and sales of the novel protein, Wnt surrogate Fc, which IPA Europe co-developed.

IPA Europe at the location in Oss, the Netherlands, contributed substantially in services and IP to the Company after its acquisition. The integration of the site significantly expanded the Company’s services portfolio including affinity maturation, humanization, functional assay design and development, naïve and disease human scFv libraries, naïve llama VHH libraries, and proprietary methods of immunization against conformational targets (e.g. ModiVacc™ mouse lymphoid tumor immunization and DNA immunization technologies). Adding to its proprietary services, IPA Europe developed and rolled-out the aforementioned DeepDisplay service for the discovery of fully human antibodies using transgenic animal immunization and custom phage display.

The Company established its executive headquarters in Fargo, North Dakota in 2018 in an effort to bring key members of management under a streamlined chain of command that is responsible for pipeline selection and oversight, policy establishment, finances and accounting, sales and marketing, communication, contracts, information technology governance and administration. The Fargo site is also the address of IPA (ND) Ltd. and IPA USA and offers the potential for future growth plans in the United States.

As of April 30, 2023 the Company had 102 employees.

Intellectual Property

The Company has initiated the protection of new innovation in its product pipeline and has trademarked its ImmunoProtect™, Rapid Prime™, DeepDisplay™, NonaVac™, Abthena™, Artemis™, ModiVacc™, LucinaTec™, B cell Select™ and rPExTM technologies. Currently, the Company has filed four patent applications (CA 2964907, CA 2947878, CA 2965017 and CA 2940065) relating to its proprietary technology and products, and has filed a provisional patent to protect its PolyTope SARS-CoV-2 intellectual property. Its IP strategy has been to protect its intellectual property primarily through a combination of trade secrets and copyright. See also “Risk Factors”.

The Company continues to develop new products such as novel biotherapeutics in a broad range of indications. New screening methodologies, screening services and data mining methodologies may also provide an expansion and new commercial opportunities for the Company.

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Specialized Skill and Knowledge

The Company’s qualified staff of research and development scientists have experience in biotechnology and the pharmaceutical sector, academic research and government. The Company brings 30 years of experience in the production of antibodies and has a strong reputation for the delivery of a high standard of quality and professional antibody services and products.

Further, the Company has an in-house research staff, including a number of research scientists with MSc and a cadre of technical staff, innovating proprietary Rapid Prime immunization, single step cloning using semi- solid media for HAT selection of hybridomas, and B cell selection and screening.

Competitive Conditions

The Company competes primarily against other full-service CROs as well as services provided by in-house research and development, or R&D, departments of biopharmaceutical companies. The Company’s major CRO competitors include Abveris Inc., Genovac GmbH (formerly part of Aldevron LLC), Antibody Solutions, Genscript Biotech Corp, Lake Pharma Inc. (now part of Curia Inc.), and several specialty and regional CROs.

Competitive factors in the industry in which the Company operates include, but are not limited to, experience within specific therapeutic areas, quality of staff and services, reliability, range of provided services, ability to recruit principal investigators and patients into studies expeditiously, ability to organize and manage large-scale, global clinical trials, global presence with strategically located facilities, speed to completion, price and overall value. The Company believes it competes effectively with its competitors across these factors, particularly due to its full-service operating model, its therapeutic expertise, its global platform and its experienced and committed management team. However, some of the Company’s competitors have greater financial resources and a wider range of service offerings over a greater geographic area than the Company, which could put the Company at a competitive disadvantage with respect to these competitors. Many are also well known for niche specialities such as antibody development against glycosylated peptides or specific chemical modifications, specialties that the Company also houses, but is not yet well known for, which could put the Company at a competitive disadvantage with respect to these competitors.

Many competitors offer custom antibody production services in addition to large catalogues of antibodies available for sale through their websites. Over the years a number of competitors have been acquired and merged into larger companies, particularly larger laboratory facilities.

The R&D antibodies market is highly fragmented and served by numerous small suppliers of a similar size and scale to the Company, and no single company appears to dominate the market.

Regulatory Environment

The development, testing, manufacturing, labeling, storage and approval of antibody and therapeutic products are subject to regulation by various government authorities in Canada and in Europe. Companies in the pharmaceutical and biotechnology industries, such as the Company’s clients, that carry out clinical trials are subject to stringent regulations. These regulations apply to the Company’s clients and are generally applicable to the Company when it provides services to its clients. Consequently, the Company must comply with relevant laws and regulations in the conduct of its business. The Company is in compliance with all Canadian and European regulations regarding the on-going operation of its laboratory facilities and delivery of all its products and services.

Seasonality

Sales of the Company’s products and services have not been subject to seasonality fluctuations.

Changes to Contracts

The Company uses a standard Master Services Agreement (“MSA”) with all customers for custom monoclonal and polyclonal antibodies and peptide production and does not anticipate any changes in its MSA. The Company has a standard form of contract for its other services and anticipates development of a standard license agreement to take advantage of new licensing opportunities.

Foreign Operations

The Company currently conducts business activities in Canada and a significant portion of the Company’s business activities depend on foreign operations in the Netherlands and the United States. The Company distributes and offers its products and services globally.

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Significant portions of our revenues are from global sales. In fiscal 2023, 46% of our revenues came from sales to Europe, 45% from the United States and 6% to countries other than Canada.

Market for Products

Market Segment and Geographic Areas

The market for therapeutic antibodies was worth US$115 billion in 2018. According to a study published in the Journal of Biomedical Science in January 2020, it is estimated that the human therapeutic antibody market will grow to US$300 billion in 2025. Growth drivers in the antibody market are as follows:

•Increasing research and development expenditures in the life science sector and in the therapeutics industry

•Emergence of innovative, facilitating platforms

•Growing demand for revolutionary therapies for major diseases as populations age and life expectancies increase

•Growing emphasis on antibody development at CROs

•Increasing applications in the environmental sectors

•Biopharmaceuticals is the fastest growing pharma sector. This market is mainly dominated by large pharmaceutical companies, like Abbvie, Novartis, Roche and Johnson & Johnson. Companies are currently sponsoring clinical studies for more than 570 monoclonal antibodies (mAbs). Of these, approximately 90% are early-stage studies designed to assess safety (Phase I) or safety and preliminary efficacy (Phase I/II or Phase II) in patient populations.

The global immunoassay market is estimated to accumulate US$37,987.8 million by the year 2027. According to MarketStudyReport.com, the global immunoassay market was worth US$21,800 million in 2018 and is anticipated to grow with a compound annual growth rate (“CAGR”) of 6.5% through the year 2027.

In recent years, the number of monoclonal antibody drugs approved for commercialization has proliferated, with the 100th monoclonal antibody approved by the United States Food and Drug Administration (“FDA”) as of May 2021 (Nature Reviews Drug Discovery) and further 17 investigational antibody therapeutics in regulatory review in either the United States or Europe as of June 2021 according to AntibodySociety.org.

The protein- and antibody-related service and product market is expected to grow with a CAGR of 6.2% by 2027 to US$5.6 billion, according to GrandViewResearch.com.

Prior to the acquisitions of UPE and IPA Europe, the Company focused on serving primarily the diagnostic antibody market in North America. Since such acquisitions, the Company has redirected most of its focus to the therapeutic antibody market and delivering an expanded portfolio of products and services to customers in Europe, a broader segment of North America and the rest of the world.

Marketing Plan and Strategies

Market Acceptance

The Company has a long-standing acceptance of its customized antibodies and protein production services in the market. The Company believes that the market acceptance of its products will continue as it organically grows its business, optimizes its laboratory, new sales and marketing capacity and production process to support long-term growth. Further, the Company is one of the few approved CROs for multiple transgenic animal providers on the market, enabling the faster development of therapeutic antibodies. Among 28 human antibodies approved by the FDA between 2002 and 2019, 19 were animal derived and nine were generated by phage display.

Bankruptcy and Similar Procedures

The Company does not have any bankruptcy, receivership or similar proceedings or any voluntary bankruptcy, receivership or similar proceedings within the three most recently completed financial years or completed during or proposed for the current financial year.

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RISK FACTORS

There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. The risks described below are not the only ones the Company will face. If any of these risks actually occurs, the Company’s business, financial condition or results of operations may be materially and adversely affected. In that case, the trading price of the Company’s securities could decline and investors in such securities could lose all or part of their investment.

Negative Operating Cash Flow

The Company has negative cash flow from operating activities and has historically incurred net losses. There is no assurance that the Company will generate sufficient revenues in the near future. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company expects to need to raise additional funds through issuances of securities or through loan financing. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all. If the Company is unable to obtain additional financing from outside sources and eventually generate enough revenues, the Company may be forced to sell a portion or all of the Company’s assets, or curtail or discontinue the Company’s operations. If any of these events happen, investors may lose all or part of their investment.

Liquidity and Future Financing Risk

Although the Company is a going concern, the Company does not have cash reserves to fund all its operations for one year, and strategic future growth and expansion plans. The Company has historically incurred net losses. There is no assurance that sufficient revenues will be generated in the near future. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company may need to raise additional funds through issuances of common shares or through loan financing. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favorable to the Company as those previously obtained, or at all. If the Company is unable to obtain additional financing from outside sources and eventually generate enough revenues, the Company may be forced to sell a portion or all of the Company’s assets or curtail or discontinue the Company’s operations.

Financial Position and Additional Needs for Liquidity and Capital

The Company is a biopharmaceutical company focused on the development of novel, therapeutic antibodies. Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that a product candidate will fail to prove effective, gain regulatory approval or become commercially viable. The Company does not have any products approved by regulatory authorities and has not generated substantial revenues from collaboration and licensing agreements or clinical product sales to date, and has incurred significant research, development and other expenses related to ongoing operations and expects to continue to incur such expenses. As a result, the Company has not been profitable and has incurred operating losses in every reporting period since its inception and has a significant accumulated deficit. Operating costs are expected to increase in the near term as the Company continues product development efforts and expects to continue until such time as any future product sales, royalty payments, licensing fees, and/or milestone payments are sufficient to generate revenues to fund continuing operations. The Company is unable to predict the extent of any future losses or when this business section will become profitable, if ever. Even if the Company achieves profitability, it may not be able to sustain or increase profitability on an ongoing basis.

Strategic Alliances

The Company currently has, and may in the future enter into, strategic alliances with third parties that the Company believes will complement or augment its existing business. The Company’s ability to enter into strategic alliances is dependent upon, and may be limited by, the availability of suitable candidates and capital. In addition, strategic alliances could present unforeseen integration obstacles or costs, may not enhance the Company’s business, and may involve risks that could adversely affect the Company, including significant amounts of management time that may be diverted from operations in order to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve, or that the Company’s existing strategic alliances will continue to achieve, the expected benefits to the Company’s business or that the Company will be able to consummate future strategic alliances on satisfactory terms, or at all. Any of the foregoing could have a material adverse effect on the Company’s business, financial condition and results of operation.

The Company may not be able to enter into collaboration agreements on terms favorable to the Company or at all. Furthermore, some of those agreements may give substantial responsibility over the Company’s drug candidates to the collaborator.

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If the Company enters into collaboration agreements for one or more of its drug candidates, the success of such drug candidates will depend in great part upon the Company’s and its collaborators’ success in promoting them as superior to other treatment alternatives. The Company believes that its drug candidates may be proven to offer disease treatment with notable advantages over other drugs. However, there can be no assurance that the Company will be able to prove these advantages or that the advantages will be sufficient to support the successful commercialization of its drug candidates.

Regulatory or Agency Proceedings, Investigations and Audits

The Company’s business requires compliance with many laws and regulations. Failure to comply with these laws and regulations could subject the Company to regulatory or agency proceedings or investigations and could also lead to damage awards, fines and penalties. The Company may become involved in a number of government or agency proceedings, investigations and audits. The outcome of any regulatory or agency proceedings, investigations, audits, and other contingencies could harm the Company’s reputation, require the Company to take, or refrain from taking, actions that could harm its operations or require the Company to pay substantial amounts of money, harming its financial condition. There can be no assurance that any pending or future regulatory or agency proceedings, investigations and audits will not result in substantial costs or a diversion of management’s attention and resources or have a material adverse impact on the Company’s business, financial condition and results of operations.

Litigation Risk

The Company may become party to litigation from time to time in the ordinary course of business including, but not limited to, in connection with its operations or pursuant to the terms of any of its commercial agreements, which could adversely affect its business. Should any litigation in which the Company becomes involved be decided against the Company, such a decision could adversely affect the Company’s ability to continue operating and the value of the Company’s securities and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant Company resources, including the time and attention of management and available working capital. Litigation may also create a negative perception of the Company’s brand.

Intellectual Property Protection

The Company’s success will depend on its ability to obtain, protect and enforce patents on its technology and products. Any patents that the Company may own or license in the future may not afford meaningful protection for its technology and products. The Company’s efforts to enforce and maintain its intellectual property rights may not be successful and may result in substantial costs and diversion of management time. In addition, others may challenge patents the Company may obtain in the future and, as a result, these patents could be narrowed, invalidated or rendered unenforceable or it may be forced to stop using the technology covered by these patents or to license the technology from third parties. In addition, current and future patent applications on which the Company depends may not result in the issuance of patents. Even if the Company’s rights are valid, enforceable and broad in scope, competitors may develop products based on similar technology that is not covered by the Company’s patents. Further, since there is a substantial backlog of patent applications at the various patent offices, the approval or rejection of the Company and its competitors’ patent applications may take several years.

In addition to patent protection, the Company also relies on copyright and trademark protection, trade secrets, know-how, continuing technological innovation and licensing opportunities. In an effort to maintain the confidentiality and ownership of the Company’s trade secrets and proprietary information, the Company requires its employees, consultants and advisors to execute confidentiality and proprietary information agreements. However, these agreements may not provide the Company with adequate protection against improper use or disclosure of confidential information and there may not be adequate remedies in the event of unauthorized use or disclosure. Furthermore, like many companies in the Company’s industry, the Company may from time to time hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities the Company conducts. In some situations, the Company’s confidentiality and proprietary information agreements may conflict with, or be subject to, the rights of third parties with whom its employees, consultants or advisors have prior employment or consulting relationships. Although the Company requires its employees and consultants to maintain the confidentiality of all confidential information of previous employers, the Company or these individuals may be subject to allegations of trade secret misappropriation or other similar claims as a result of their prior affiliations. Finally, others may independently develop substantially equivalent proprietary information and techniques, or otherwise gain access to its trade secrets. The Company’s failure to protect its proprietary information and techniques may inhibit or limit its ability to exclude certain competitors from the market and execute its business strategies.

Regulatory Approval Processes

The Company’s businesses are subject to certain laws, regulations, and guidelines. Although the Company intends to comply with all such laws, regulations, and guidelines there is no guarantee that the governing laws and regulations will not change, which will be outside of the Company’s control. Numerous statutes and regulations govern the preclinical and clinical development, manufacture and sale, and post-marketing responsibilities for non-therapeutic and human therapeutic products in the United States, the European

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Union, Canada, Australia and other countries that are the intended markets for current and future product candidates. Such legislation and regulation govern the approval of manufacturing facilities, the testing procedures, and controlled research that must be carried out, and the preclinical and clinical data that must be collected prior to marketing approval. The Company’s R&D efforts, as well as any future clinical trials, and the manufacturing and marketing of any products the Company may develop, will be subject to and restricted by such extensive regulation.

The process of obtaining necessary regulatory approvals is lengthy, expensive, and uncertain. The Company may fail to obtain the necessary approvals to commence or continue clinical testing or to manufacture or market potential products in reasonable time frames, if at all. In addition, governmental authorities may enact regulatory reforms or restrictions on the development of new therapies that could adversely affect the regulatory environment in which the Company operates or the development of any products the Company may develop.

Completing clinical testing and obtaining required approvals is expected to take several years and to require the expenditure of substantial resources of the Company. There can be no assurance that clinical trials will be completed successfully within any specified period of time, if at all. Furthermore, clinical trials may be delayed or suspended at any time by the Company or by the various regulatory authorities if it is determined at any time that the subjects or patients are being exposed to unacceptable risks.

Any failure or delay in obtaining regulatory approvals would adversely affect the Company’s ability to utilize its technology and would therefore adversely affect its operations. Furthermore, no assurance can be given that the Company’s current or future product candidates will prove to be safe and effective in clinical trials or that such product candidates will receive the requisite regulatory approval. Moreover, any regulatory approval of a drug which is eventually obtained may be granted with specific limitations on the indicated uses for which that drug may be marketed. Furthermore, product approvals may be withdrawn if problems occur following initial marketing or if compliance with regulatory standards is not maintained.

Publicly Announced Milestones

From time to time, the Company may announce the timing of certain events which are expected to occur, such as the anticipated timing of results from clinical trials. These statements are forward-looking and are based on the best estimates of management at the time. However, the actual timing of such events may differ significantly from what has been publicly disclosed. The timing of events such as the initiation or completion of a clinical trial, filing of an application to obtain regulatory approval, or an announcement of additional clinical trials for a product candidate may ultimately vary from what is publicly disclosed. These variations in timing may occur as a result of different events, including the nature of the results obtained during a clinical trial or during a research phase, problems with a contract manufacturing organization or CRO or any other event having the effect of delaying the publicly announced timeline. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. Any variation in the timing of previously announced milestones could have a material adverse effect on the Company’s business plan, financial condition or operating results, and the trading price of the common shares.

Business Development and Marketing Strategies

The Company’s future growth and profitability will depend on the effectiveness and efficiency of its national and international business development and marketing and sales strategy, including the Company’s ability to (i) grow brand recognition for its services internationally; (ii) determine appropriate business development, marketing and sales strategies and (iii) maintain acceptable operating margins on such costs.

There can be no assurance that business development, marketing and sales costs will result in revenues for the Company’s business in the future, or will generate awareness of the Company’s products and services. In addition, no assurance can be given that the Company will be able to manage its business development, marketing and sales costs on a cost-effective basis.

Competition

Although the Company believes that there are only a limited number of full-service, biologics, CRO firms, the Company may face intense competition in selling its products and services. Some competitors may have marketing, financial, development and personnel resources which exceed those of the Company. As a result of this competition, the Company may be unable to maintain its operations or develop them as currently proposed on terms it considers acceptable or at all. Increased competition by larger, better-financed competitors with geographic advantages could materially and adversely affect the Company’s business, financial condition and results of operations. To remain competitive, the Company believes that it must effectively and economically provide: (i) products and services that satisfy client demands, (ii) superior client service, (iii) high levels of quality and reliability, and (iv) dependable and efficient distribution networks. Increased competition may require the Company to reduce prices or increase spending on sales and

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marketing and client support, which may have a material adverse effect on its financial condition and results of operations. Any decrease in the quality of the Company’s products or level of service to clients or any occurrence of a price war among the Company’s competitors may adversely affect the business and results of operations. Client reach, service and on-time delivery will continue to be a hallmark of the Company’s ability to compete with other market players. Further, the acquisitions translate to spreading the Company’s footprint on two continents. In addition, the Company has deployed a sales team tasked with continually sourcing and providing market intelligence as part of its activities.

Market Perception of Smaller Companies

Market perception of smaller companies may change, potentially affecting the value of investors’ holdings and the ability of the Company to raise further funds through the issuance of further common shares or otherwise. The share price of publicly traded smaller companies can be highly volatile. The value of the common shares may go down as well as up and, in particular, the share price may be subject to sudden and large falls in value given the restricted marketability of the common shares, results of operations, changes in earnings estimates or changes in general market, economic and political conditions.

Research and Development and Product Development

The Company is a life science company that makes customized antibodies and is engaged in the research and product development of new antibodies, processes, procedures and innovative approaches to antibody production. The Company has been engaged in such research and development activities for over 30 years and has had significant success. Continued investment in retaining key scientific staff, as well as an ongoing commitment in research and development activities, will continue to be a cornerstone in the Company’s development of new services, processes, and competitive advantages such as Rapid Prime, B cell Select, DeepDisplay and its methods for the production of human antibodies. The Company realizes that such research and product development activities endeavour, but cannot assure, the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies. Furthermore, if the Company does not achieve sufficient market acceptance of its expansion of its commercialization of its products and services, it will be difficult for the Company to achieve consistent profitability. The Company’s marketing and sales approach and external sales personnel continue to introduce a steady stream of new clients.

Management of Growth

The Company may be subject to growth-related risks including pressure on its internal systems and controls. The Company’s ability to manage its growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth could have a material adverse impact on its business, operations and prospects. The Company may experience growth in the number of its employees and the

scope of its operating and financial systems, resulting in increased responsibilities for the Company’s personnel, the hiring of additional personnel and, in general, higher levels of operating expenses. In order to manage its current operations and any future growth effectively, the Company will also need to continue to implement and improve its operational, financial and management information systems and to hire, train, motivate, manage and retain its employees. There can be no assurance that the Company will be able to manage such growth effectively, that its management, personnel or systems will be adequate to support the Company’s operations or that the Company will be able to achieve the increased levels of revenue commensurate with the increased levels of operating expenses associated with this growth.

Selection and Integration of Acquired Businesses and Technologies

The Company has expanded its business through acquisitions. The Company may plan to continue to acquire businesses and technologies and form strategic alliances. However, businesses and technologies may not be available on terms and conditions the Company finds acceptable. The Company risks spending time and money investigating and negotiating with potential acquisition or alliance partners, but not completing transactions.

Acquisitions and alliances involve numerous risks which may include:

•difficulties in achieving business and financial success;

•difficulties and expenses incurred in assimilating and integrating operations, services, products, technologies or pre-existing relationships with the Company’s clients, distributors and suppliers;

•challenges with developing and operating new businesses, including those that are materially different from the Company’s existing businesses and that may require the development or acquisition of new internal capabilities and expertise;

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•potential losses resulting from undiscovered liabilities of acquired companies that are not covered by the indemnification the Company may obtain from the seller or the insurance acquired in connection with the transaction;

•loss of key employees;

•the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies;

•diversion of management’s attention from other business concerns;

•a more expansive regulatory environment;

•acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of the Company’s common stock to the shareholders of the acquired company, dilutive to the percentage of ownership of the Company’s existing shareholders;

•differences in foreign business practices, customs and importation regulations, language and other cultural barriers in connection with the acquisition of foreign companies;

•new technologies and products may be developed that cause businesses or assets the Company acquires to become less valuable; and

•disagreements or disputes with prior owners of an acquired business, technology, service or product that may result in litigation expenses and diversion of the Company’s management’s attention.

If an acquired business, technology or an alliance does not meet the Company’s expectations, its results of operations may be adversely affected.

Some of the same risks exist when the Company decides to sell a business, site or product line. In addition, divestitures could involve additional risks, including the following:

•difficulties in the separation of operations, services, products, and personnel;

•diversion of management’s attention from other business concerns; and

•the need to agree to retain or assume certain current or future liabilities in order to complete the divestiture.

The Company continually evaluates the performance and strategic fit of its businesses (including specific product lines and service offerings) to determine whether any divestitures are appropriate. Any divestitures may result in significant write-offs, including those related to goodwill and other intangible assets and which could have an adverse effect on the Company’s results of operations and financial condition. In addition, the Company may encounter difficulty in finding buyers or alternative exit strategies at acceptable prices and terms, and in a timely manner. The Company may not be successful in managing these or any other significant risks that it encounters in divesting a business, site or product line or service offering and, as a result, may not achieve some or all of the expected benefits of the divestiture.

Loss of Clients

The Company’s clients may terminate their contracts with it upon 30 to 90 days’ notice for a number of reasons or, in some cases, for no reason. Although the Company’s clients are currently comprised of a number of small and larger pharma entities, the Company is making a strategic shift to increase the number of larger pharma and biotech clients, including the size of each service contract. If any one of the Company’s major clients cancels its contract with the Company, its revenue may decrease.

Reduction in Demand

The Company’s business could be adversely affected by any significant decrease in drug R&D expenditures by pharmaceutical and biotechnology companies, as well as by academic institutions, government laboratories or private foundations. Similarly, economic factors and industry trends that affect the Company’s clients in these industries also affect their R&D budgets and, consequentially, the Company’s business as well.

The Company’s clients include researchers at pharmaceutical and biotechnology companies. The Company’s ability to continue to grow and win new business is dependent in large part upon the ability and willingness of the pharmaceutical and biotechnology industries to continue to spend on molecules in the non-clinical phases of R&D and to outsource the products and services the Company provides. Furthermore, the Company’s clients (particularly larger biopharmaceutical companies) continue to search for

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ways to maximize the return on their investments with a focus on lowering R&D costs per drug candidate. Fluctuations in the expenditure amounts in each phase of the R&D budgets of these researchers and their organizations could have a significant effect on the demand for the Company’s products and services. R&D budgets fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions, institutional budgetary policies and the impact of government regulations, including potential drug pricing legislation. Available funding for biotechnology clients in particular may be affected by the capital markets, investment objectives of venture capital investors and priorities of biopharmaceutical industry sponsors.

Reduction or Delay in Government Funding of R&D

A small portion of revenue is derived from clients at academic institutions and research laboratories whose funding is partially dependent on both the level and timing of funding from government sources in Canada, such as NRC, and the United States, such as the United States’ National Institutes of Health, and international agencies, which can be difficult to forecast. Government funding of R&D is subject to the political process, which is inherently fluid and unpredictable. The Company’s revenue may be adversely affected if its clients delay purchases as a result of uncertainties surrounding the approval of government budget proposals, included reduced allocations to government agencies that fund R&D activities. Government proposals to reduce or eliminate budgetary deficits have sometimes included reduced allocations to government agencies that fund R&D activities, or such funding may not be directed towards projects and studies that require the use of the Company’s products and services, both of which could adversely affect the Company’s business and financial results.

Public Company in the United States

As a public company in the United States, the Company incurs additional legal, accounting, reporting and other expenses that it did not incur as a public company solely listed in Canada. The additional demands associated with being a United States public company may disrupt regular operations of business by diverting the attention of some of the Company’s senior management team away from revenue-producing activities to additional management and administrative oversight, adversely affecting the Company’s ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing its business. Any of these effects could harm the Company’s business, results of operations and financial condition. In general, the United States tends to be more litigious than Canada and being a public company in the United States may make it more likely that the Company is subjected, from time to time, to the types of lawsuits that affect public companies in the United States.

Delivery and Performance Requirements in Client Contracts

In order to maintain its current client relationships and to meet the performance and delivery requirements in its client contracts, the Company must be able to provide products and services at appropriate levels and with acceptable quality and at an acceptable cost. The Company’s ability to deliver the products and provide the services it offers to its clients is limited by many factors, including the difficulty of the processes associated with its products and services, the lack of predictability in the scientific process and the shortage of qualified scientific personnel. In particular, a large portion of the Company’s revenue depends on producing biologics and the current rate at which the Company is producing them. Some of the Company’s clients can influence when it will deliver products and perform services under their contracts. If the Company is unable to meet its contractual commitments, it may delay or lose revenue, lose clients or fail to expand its existing relationships.

Patent and Other Intellectual Property Litigation

The drug research and development industry has a history of patent and other intellectual property litigation and these lawsuits will likely continue. Because the Company produces and provides many different products and services in this industry, it faces potential patent infringement suits by companies that control patents for similar products and services. In order to protect or enforce the Company’s intellectual property rights, it may have to initiate legal proceedings against third parties. In addition, others may sue the Company for infringing their intellectual property rights or the Company may initiate a lawsuit seeking a declaration from a court that it does not infringe the proprietary rights of others. The patent positions of pharmaceutical, biotechnology and drug discovery companies are generally uncertain and involve complex legal and factual questions. No consistent policy has emerged from the United States Patent and Trademark Office or the courts regarding the breadth of claims allowed or the degree of protection afforded under patents like those for which the Company has applied. Legal proceedings relating to intellectual property would be expensive, take significant time and divert management’s attention from other business concerns, whether the Company wins or loses. The cost of such litigation could affect the Company’s profitability.

Further, if the Company does not prevail in an infringement lawsuit brought against it, the Company might have to pay substantial damages, including treble damages, and it could be required to stop the infringing activity or obtain a license to use the patented technology. Any required license may not be available to the Company on acceptable terms, or at all. In addition, some licenses may

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be nonexclusive, and therefore, the Company’s competitors may have access to the same technology licensed to the Company. If the Company fails to obtain a required license or is unable to design around a patent, it may be unable to sell some of its products or services.

Key Personnel Risk

The Company’s success will depend on its directors’ and officers’ ability to develop the Company’s business and manage its operations, and on the Company’s ability to attract and retain the Chief Executive Officer, management team and other key technical, sales, public relations and marketing staff or consultants to operate and grow the business. The loss of any key person or the inability to find and retain new key

persons could have a material adverse effect on the Company’s business. Competition for experienced scientists is intense. The Company competes with pharmaceutical and biotechnology companies, including its clients and collaborators, medicinal chemistry outsourcing companies, contract research companies, and academic and research institutions to recruit scientists. The Company’s inability to hire additional qualified personnel may also require an increase in the workload for both existing and new personnel. The Company may not be successful in attracting new scientists or management or in retaining or motivating its existing personnel. The shortage of experienced scientists, and other factors, may lead to increased recruiting, relocation and compensation costs for such scientists, which may exceed the Company’s expectations. These increased costs may reduce the Company’s profit margins or make hiring new scientists impracticable.

Pandemic Risk

The Company is currently unable to determine whether the ongoing COVID-19 pandemic will have a negative effect on the Company’s results for the duration of the outbreak. There has been minimal impact on the Company’s operations and results to date, and the Company has not experienced negative impact on client sales or the supply chain. The Company’s sales, operations and financial performance could suffer given a potential rapidly spreading virus. Internally, the virus may infect its employees resulting in operating at lower productivity levels or even a complete laboratory shutdown. The Company’s business is dependent on its laboratories to produce its products and services which if not operating will impact the financial performance of the company and its ability to meet its obligations. The Company has diversified geographic locations with the ability to perform similar services at other sites. In addition, certain roles have the ability to work remotely and the Company has business interruption insurance which may aid in the recovery of lost profits. External factors may also contribute to this risk, such as the impact of a pandemic on the Company’s clients and suppliers.

Brand Awareness

The Company’s expansion of its products and services depends on increasing brand awareness with respect to its products and services. There is no assurance that the Company will be able to achieve sufficient brand awareness. In addition, the Company must successfully develop a larger market for its services in order to increase the sales of its services. If the Company is not able to successfully develop a market for its services, then such failure will have a material adverse effect on the business, financial condition and operating results of the Company.

Conflicts of Interest Risk

Certain of the Company’s directors and officers are also involved as advisors for other companies. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers conflict with or diverge from the Company’s interests. In accordance with the BCBCA, directors who have a material interest in any person who is a party to a material contract or a proposed material contract are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract.

In addition, the directors and the officers are required to act honestly and in good faith with a view to the Company’s best interests. However, in conflict of interest situations, the Company’s directors and officers may owe the same duty to another company and will need to balance their competing interests with their duties to the Company. Circumstances (including with respect to future corporate opportunities) may arise that may be resolved in a manner that is unfavourable to the Company.

Outsourcing Trend in Non-Clinical Discovery Stages of Drug Discovery

Over the past decade, pharmaceutical and biotechnology companies have generally increased their outsourcing of non-clinical research support activities, such as antibody discovery. While many industry analysts expect the outsourcing trend to continue to increase for the next several years (although with different growth rates for different phases of drug discovery and development),

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decreases in such outsourcing may result in a diminished growth rate in the sales of any one or more of the Company’s service lines and may adversely affect the Company’s financial condition and results of operations.

Competition and Obsolescence

The pharmaceutical and biotechnology industries are characterized by rapid and continuous technological innovation. The Company competes with companies around the world that are engaged in the development and production of products and services, including pharmaceutical companies, biotechnology companies, and contract research companies. Academic institutions, governmental agencies and other research organizations also are conducting research and developing technologies in areas in which the Company provides services, either on its own or through collaborative efforts. The Company’s pharmaceutical and biotechnology company clients have internal departments that provide products and services that directly compete with the Company’s products and services. Many of the Company’s competitors offer a broader range of products and services and have greater access to financial, technical, scientific, business development, recruiting and other resources than the Company does, and some of its competitors may also operate with a lower cost structure. The Company anticipates that it will face increased competition in the future as it expands its operations and its products and services and as new companies enter the market and advanced technologies become available. The Company’s products, services and expertise may become obsolete or uneconomical due to technological advances or entirely different approaches developed by the Company, its clients or one or more of its competitors. For example, advances in databases and molecular modeling tools that predict how effectively compounds will treat a targeted disease may render some of its technologies obsolete. While the Company plans to develop technologies that will give it a competitive advantage, it may not be able to develop the technologies necessary for it to successfully compete in the future. Additionally, the existing approaches of the Company’s competitors or new approaches or technologies developed by its competitors may be more effective than those it develops. The Company may not be able to compete successfully with existing or future competitors.

Other competitive factors could force the Company to lower prices or could result in reduced sales. In addition, new products developed by others could emerge as competitors to the Company’s drug candidates. If the Company is not able to compete effectively against current and future competitors, its business will not grow and its financial condition and operations will suffer.

Global Economic Conditions

Current global economic conditions could have a negative effect on the Company’s business and results of operations. Market disruptions have included extreme volatility in securities prices, as well as severely diminished liquidity and credit availability. The economic crisis may adversely affect the Company in a variety of ways. Access to lines of credit or the capital markets may be severely restricted, which may preclude the Company from raising funds required for operations and to fund continued development. It may be more difficult for the Company to complete strategic transactions with third parties. The financial and credit market turmoil could also negatively impact suppliers, clients and banks with whom the Company does business. Such developments could decrease the Company’s ability to source, produce and distribute its products or obtain financing and could expose it to risk that one of its suppliers, clients or banks will be unable to meet their obligations under agreements with the Company.

Limited Number of Suppliers

The Company currently purchases animals and certain key components of biological and chemical materials that it uses in its products and services from a limited number of outside sources. The Company’s reliance on its suppliers exposes it to risks, including: (i) the possibility that one or more of its suppliers could terminate their services at any time without penalty; (ii) the potential inability of its suppliers to obtain required materials; (iii) the potential delays and expenses of seeking alternative sources of supply; and (iv) reduced control over pricing, quality and timely delivery due to the difficulties in switching to alternative suppliers.

Consequently, if materials from the Company’s suppliers are delayed or interrupted for any reason, the Company may not be able to deliver its products and perform its services on a timely basis or in a cost-efficient manner.

Uninsured or Uninsurable Risk

The Company may become subject to liability for risks against which it cannot insure or against which the Company may elect not to insure due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available for the Company’s usual business activities. Payment of liabilities for which the Company does not carry insurance may have a material adverse effect on the Company’s financial position and operations.

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Restricted Use of Scientific Information

The Company’s ability to improve the efficiency of the CRO services it provides by, among other things, developing an effective database designed to predict how chemical compounds interact with a targeted disease-related protein, depends in part on the Company’s generation and use of information that is not proprietary to its clients and that it derives from performing these services. However, the Company’s clients may not allow it to use this information with other clients, such as the general interaction between types of chemistries and types of drug targets that the Company generates when performing drug discovery services for its clients. Without the ability to use this information, the Company may not be able to develop a database, which may limit its ability to improve the efficiency of the drug discovery services it provides.

Failure of Laboratory Facilities

The Company’s operations could suffer as a result of a failure of its laboratory facilities. The Company’s business will be dependent upon a laboratory infrastructure to produce products and services. These systems and operations are vulnerable to damage and interruption from fires, earthquakes, telecommunications failures, and other events. Any such errors or inadequacies in the software that may be encountered could adversely affect operations, and such errors may be expensive or difficult to correct in a timely manner.

Further, many of the Company’s operations are comprised of complex mechanical systems that are subject to periodic failure, including aging fatigue. Such failures are unpredictable, and while the Company has made significant capital expenditures designed to create redundancy within these mechanical systems, strengthened biosecurity, improved operating procedures to protect against contaminations, and replaced impaired systems and equipment in advance of such events, failures and/or contaminations may still occur.

The production of monoclonal and polyclonal antibodies requires state of the art laboratory facilities and the success of these laboratory services depends on the recruitment and retention of highly qualified technical staff to maintain the level and quality of standard of the Company’s products and services expected from clients. There is no assurance that the Company will be able to expand and operate such state of the art laboratory services and recruit and retain qualified staff.

The Company produces and supplies antibodies and there is no guarantee that such production will be successful and produce the desired results. As a result, the Company continues to be exposed to potential liability that may exceed any insurance coverage that the Company may obtain in the future. As a result, the Company may incur significant liability exposure, which may exceed any insurance coverage that the Company may obtain in the future. Even if the Company elects to purchase such insurance in the future, the Company may not be able to maintain adequate levels of insurance at reasonable cost and/or on reasonable terms. Excessive insurance costs or uninsured claims may increase the Company’s operating loss and affect its financial condition.

Contaminations in Animal Populations

Animals that the Company uses must be free of certain infectious agents, such as certain viruses and bacteria, because the presence of these contaminants can distort or compromise the quality of research results and could adversely impact animal health. The presence of these infectious agents in the Company’s animal facility and certain service operations could disrupt the Company’s animal service businesses, harm the Company’s reputation and result in decreased sales.

Contaminations are unanticipated and difficult to predict and could adversely impact the Company’s financial results. If they occur, contaminations typically require cleaning up, renovating, disinfecting, retesting and restarting production or services. Such clean-ups result in inventory loss, clean-up and start-up costs, and reduced sales as a result of lost client orders and potentially credits for prior shipments. Contaminations also expose the Company to risks that clients will request compensation for damages in excess of the Company’s contractual indemnification requirements.

Unauthorized Access into Information Systems

The Company operates large and complex information systems that contain significant amounts of client data. As a routine element of the Company’s business, the Company collects, analyzes and retains substantial amounts of data pertaining to the non-clinical research it conducts for its clients. Unauthorized third parties could attempt to gain entry to such information systems to steal data or disrupt the systems. The Company has taken measures to protect them from intrusion.

The Company’s contracts with its clients typically contain provisions that require the Company to keep confidential the information generated from the research conducted. In the event the confidentiality of such information is compromised, whether by unauthorized access or other breaches, the Company could be exposed to significant harm, including termination of customer contracts, damage to its customer relationships, damage to its reputation and potential legal claims from customers, employees and other parties. In addition, the Company may face investigations by government regulators and agencies as a result of a breach.

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Further, the Company is required to comply with data privacy and security laws in many jurisdictions. For example, the Company is required to comply with the European Union General Data Protection Regulation (“GDPR”), which became effective on May 25, 2018 and imposes heightened obligations and enhanced penalties for non-compliance (including up to four percent (4%) of global revenue). The cost of compliance, and the potential for fines and penalties for non-compliance, with GDPR may have a significant adverse effect on the Company’s business and operations. Also, the California legislature passed the California Consumer Privacy Act (“CCPA”), which became effective January 1, 2020. The CCPA creates new transparency requirements and grants California residents several new rights with regard to their personal information. Failure to comply with the CCPA may result in, among other things, significant civil penalties and injunctive relief, or potential statutory or actual damages. The Company has made changes to, and investments in, its business practices and will continue to monitor developments and make appropriate changes to help attain compliance with these evolving and complex regulations.

Enforcement of Civil Liabilities

The Company is organized under the laws of the Province of British Columbia, with its registered place of business in Canada, some of its directors and officers reside outside the United States and the majority of the Company’s assets and all or a substantial portion of the assets of these persons may be located outside the United States. Consequently, it may be difficult for investors who reside in the United States to effect service of process in the United States upon the Company or upon such persons who are not residents of the United States, or to realize upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws.

Foreign Private Issuer

The Company is a “foreign private issuer” as such term is defined in Rule 405 under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) and is permitted, under the MJDS, to prepare its disclosure documents filed under the United States Securities Exchange Act of 1934 (“U.S. Exchange Act”) in accordance with Canadian disclosure requirements. Under the U.S. Exchange Act, the Company is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of United States domestic reporting companies. As a result, the Company does not file the same reports that a United States domestic issuer files with the SEC, although it is required to file or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, the officers, directors, and principal shareholders of the Company are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Therefore, the Company’s shareholders may not know on as timely a basis when the officers, directors and principal shareholders of the Company purchase or sell shares, as the reporting thresholds and deadlines under the corresponding Canadian insider reporting requirements differ.

As a foreign private issuer, the Company is exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements. It is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While the Company expects to comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the U.S. Exchange Act and Regulation FD and shareholders should not expect to receive in every case the same information at the same time as such information is provided by United States domestic companies. In addition, as a foreign private issuer, the Company has the option to follow certain Canadian corporate governance practices, provided that the Company discloses the requirements that are not being followed and describes the Canadian practices being followed instead. The Company plans to rely on this exemption. As a result, the Company’s shareholders may not have the same protections afforded to shareholders of Unites States domestic companies that are subject to all United States corporate governance requirements.

Loss of Foreign Private Issuer Status

The Company may lose its status as a foreign private issuer if, as of the last business day of the Company’s second fiscal quarter for any year, more than 50% of the Company’s outstanding voting securities (as determined under Rule 405 of the U.S. Securities Act) are directly or indirectly held of record by residents of the United States. The regulatory and compliance costs under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer eligible to use the MJDS. If the Company is not a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. These increased costs may have a material adverse effect on the business, financial condition or results of operations of the Company.

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“Emerging Growth Company” Status

The Company is an “emerging growth company” as defined in section 3(a) of the U.S. Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and the Company will continue to qualify as an emerging growth company until the earliest to occur of: (a) the last day of the fiscal year during which the Company has total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of the fiscal year of the Company following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the U.S. Securities Act; (c) the date on which the Company has, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; and (d) the date on which the Company is deemed to be a “large accelerated filer”, as defined in Rule 12b-2 under the U.S. Exchange Act. The Company will qualify as a large accelerated filer (and would cease to be an emerging growth company) at such time when on the last business day of its second fiscal quarter of such year the aggregate worldwide market value of its common equity held by non-affiliates will be US$700,000,000 or more.

For so long as the Company remains an emerging growth company, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the JOBS Act. The Company takes advantage of some, but not all, of the available exemptions available to emerging growth companies. The Company cannot predict whether investors will find the Common Shares less attractive because the Company relies upon certain of these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the Common Share price may be more volatile. On the other hand, if the Company no longer qualifies as an emerging growth company, the Company would be required to divert additional management time and attention from the Company’s development and other business activities and incur increased legal and financial costs to comply with the additional associated reporting requirements, which could negatively impact the Company’s business, financial condition and results of operations.

Foreign Exchange Rates

The Company may conduct business with clients, distributors, suppliers, other service providers and affiliates in currencies other than Canadian Dollars. Therefore, the Company’s business could be adversely affected by fluctuations in domestic or foreign currencies.

Effects of Future Sales or Issuances of Equity Securities or Debt Securities

The Company may sell additional equity securities in subsequent offerings (including through the sale of securities convertible into equity securities) and may issue additional equity securities to finance operations, acquisitions or other projects. The Company cannot predict the size of future issuances of equity securities or the size and terms of future issuances of debt instruments or other securities convertible into equity securities or the effect, if any, that future issuances and sales of securities will have on the market price of the common shares. Any transaction involving the issuance of previously authorized but unissued common shares, or securities convertible into common shares, would result in dilution, possibly substantial, to securityholders. Exercises of presently outstanding share options may also result in dilution to security holders.

The Company’s board of directors has the authority to authorize certain offers and sales of additional securities without the vote of, or prior notice to, shareholders. Based on the need for additional capital to fund expected expenditures and growth, the Company expects that it will issue additional securities to provide such capital. Such additional issuances may involve the issuance of a significant number of common shares at prices less than the current market price for the common shares.

Sales of substantial amounts of securities, or the availability of such securities for sale, could adversely affect the prevailing market prices for securities and dilute investors’ earnings per share. A decline in the market prices of the securities could impair the Company’s ability to raise additional capital through the sale of securities should the Company desire to do so. Sales of common shares by shareholders might also make it more difficult for the Company to sell equity securities at a time and price that it may deem to be appropriate.

Common Share Price Volatility

An investment in the Company’s securities is highly speculative. The market prices for the securities of pharmaceutical companies, including the Company’s, have historically been highly volatile. The market has from time to time experienced significant price and volume fluctuations that are unrelated to the financial performance or prospects of any particular company. In addition, because of the nature of the Company’s business, certain factors such as announcements, competition from new therapeutic products or technological innovations, governmental regulations, fluctuations in operating results, results of clinical trials, public concern regarding the safety of drugs generally, general market conditions, developments in patent and proprietary rights, the Company’s financial condition or results of operations as reflected in its quarterly and annual financial statements, operating performance and the performance of competitors and other similar companies, changes in earnings estimates or recommendations by research analysts who track the

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Company’s securities or securities of other companies in the life sciences sector, general market conditions, announcements relating to litigation, the arrival or departure of key personnel and the factors listed under the heading “Risk Factors” can have an adverse impact on the market price of the common shares.

Any negative change in the public’s perception of the Company’s prospects could cause the price of the Company’s securities, including the price of the common shares, to decrease dramatically. Furthermore, any negative change in the public’s perception of the prospects of life sciences companies in general could depress the price of the Company’s securities, including the price of the common shares, regardless of the Company’s financial and operating results. In the past, following declines in the market price of a company’s securities, securities class-action litigation often has been instituted against said company. Litigation of this type, if instituted, could result in substantial costs and a diversion of the Company’s management’s attention and resources.

Discretion in Use of Proceeds

The Company will have broad discretion over the use of proceeds from an offering by the Company of its securities. Because of the number and variability of factors that will determine the Company’s use of such proceeds, the Company’s ultimate use might vary substantially from any planned use disclosed by the Company. Investors and security holders may not agree with how the Company allocates or spends the proceeds from an offering of securities. The Company may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of its securities, including the market value of the common shares, and that may increase its losses.

Dividend Policy

No dividends on the common shares have been paid by the Company to date. The Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the Board, after taking into account a multitude of factors appropriate in the circumstances, including the Company’s operating results, financial condition and current and anticipated cash needs.

Liquid Market for Common Shares

Shareholders of the Company may be unable to sell significant quantities of common shares into the public trading markets without a significant reduction in the price of their common shares, or at all. There can be no assurance that there will be sufficient liquidity of the Company’s common shares on the trading market, and that the Company will continue to meet the listing requirements of the Nasdaq.

DIVIDENDS

The Company has not paid any dividends. The Company intends to retain its earnings, if any, to finance the future growth and development of its business and does not expect to pay dividends or to make any other distributions in the foreseeable future. Payment of dividends in the future is dependent upon the earnings and financial condition of the Company and other factors which the Board may deem appropriate at the time.

There are no restrictions in the constating documents of the Company, and it is not currently expected that there will exist such restriction elsewhere, which could prevent the Company from paying dividends.

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

The Company’s authorized share capital consists of an unlimited number of common shares. As at the date of this Annual Information Form, 25,050,260common shares are issued and outstanding.

Registered holders of common shares are entitled to receive notice of and attend all meetings of shareholders of the Company, and are entitled to one vote for each Common Share held at a meeting of shareholders other than meetings at which only the holders of any other class or series of shares of the Company may be issued or outstanding from time to time or are entitled to vote as a separate class or series. In addition, holders of common shares are entitled to receive on a pro rata basis dividends if, as and when declared by the board of directors and, upon liquidation, dissolution or winding-up of the Company, are entitled to receive on a pro rata basis the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and

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conditions attaching to any other series or class of shares, including preferred shares, ranking in priority to, or equal with, the holders of the common shares.

MARKET FOR SECURITIES

Trading Price and Volume

The common shares of the Company are listed for trading on the Nasdaq under the symbol “IPA”. The following tables set out the market price range and trading volumes of the common shares on the Nasdaq for the periods indicated.

NASDAQ Price Range (US$)

Month and Year	High ($)	Low ($)	Volume (number of shares)
May 2022	5.730	4.360	407,516
June 2022	5.590	3.800	327,339
July 2022	4.550	3.775	272,133
August 2022	6.390	4.040	396,913
September 2022	5.650	3.870	373,391
October 2022	5.630	4.610	294,551
November 2022	5.541	4.610	222,789
December 2022	5.720	4.500	701,738
January 2023	5.490	4.400	529,927
February 2023	4.435	3.880	860,685
March 2023	4.270	2.770	1,175,548
April 2023	3.080	2.420	726,759

Prior Sales

The following table summarizes the issuance of unlisted securities of the Company during the 12-month period preceding April 30, 2023.

Date Issued	Type of Security Issued	Number of Securities Issued		Issuance / Exercise Price Per Security
May 15, 2022	Options	80,000	$	5.79
February 19, 2023	Options	593,512	$	4.10(1)

Notes:

(1)Priced in USD.

ESCROWED SECURITIES

As at April 30, 2023, a total of 3,466,108 common shares of the Company were held in escrow, representing 13.8% of the common shares issued and outstanding. The common shares are held in escrow by Computershare Trust Company of Canada, and will be released over a three-year period as per the terms of the BioStrand Share Purchase Agreement.

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DIRECTORS AND EXECUTIVE OFFICERS

Directors

The directors of the Company are set forth below. Each director’s current term of office will expire at the next annual general meeting of the Company’s shareholders or when their successors are duly elected or appointed in accordance with the Company’s articles of incorporation or upon such director’s earlier death, resignation or removal.

Name and Municipality of Residence	Principal Occupation During Past Five Years	Director Since	Number of Voting Securities(1)	Percent of Voting Securities(1)
Jennifer Bath Minnesota, USA	CEO, President of the Company since February 2018; Global Director of Aldevron, LLC, a company specializing in the manufacturing of biologics, from July 2015 to February 2018.	May 2018	199,818 (Direct)	*
James Kuo(2) California, USA	Chairman of the Company since December 2016; Managing Director at Athena Bioventures, a venture capital firm investing in breakthrough medicine from 2007 to present.	December 2016	25,500 (Direct)	*
Greg Smith(2)(3) British Columbia, Canada	President & Owner of Broadway Refrigeration & Air Conditioning Co. Ltd., a company specialized in HVAC-R mechanical and maintenance services; Chairman and Interim CEO of Lite Access Technologies (TSXV: LTE), a company specialized in micro/narrow trenching technologies and specialist fibre-optic products; Director of Atlas Engineered Products Inc. (TSXV: AEP), a supplier of trusses and engineered wood products.	September 2016	73,500(6) (Direct and Indirect)	*
Robert Burke(2)(4) British Columbia, Canada	Professor (Emeritus) at the University of Victoria.	December 2017	39,600(7) (Direct and Indirect)	*
Lisa Helbling North Dakota, USA	Chief Financial Officer of the Company from January 11, 2019 to August 5, 2022.	December 2022	2,000 (Direct)	*

Notes:

* Denotes less than 1% of the issued and outstanding common shares.

(1)The information as to the nature of common shares beneficially owned, or controlled or directed, directly or indirectly, by the directors, not being within the knowledge of the Company, has been furnished by such directors.

(2)Member of the Audit Committee.

(3)Member of the Compensation Committee.

(4)Member of the Governance & Nominating Committee.

(5)Of the 73,500 common shares, 72,500 common shares are held by Mr. Smith and 1,000 common shares are held by the spouse of Mr. Smith.

(6)Of the 39,600 common shares, 31,000 common shares are held by Mr. Burke and 8,600 common shares are held by the spouse of Mr. Burke.

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Executive Officers

The executive officers of the Company are set forth below:

Name and Municipality of Residence	Principal Occupation During Past Five Years	Officer Since	Number of Voting Securities(1)	Percent of Voting Securities
Jennifer Bath Minnesota, USA	As Above.	February 2018	As Above	As Above
Brad McConn North Dakota, USA	Chief Financial Officer of the Company since August 2022; VP of Finance of the Company from January 2022 to August 2022; Director of Financial Planning & Analysis of the Company from October 2020 to January 2022	August 2022	8,000 (Direct)	*
Ilse Roodink Loenen, the Netherlands	Chief Scientific Officer of the Company since July 1, 2021; Chair of Talem’s Scientific Advisory Committee since 2019; since 2013 with ModiQuest Research and later at IPA Europe with her last role as Scientific Director	July 2021	3,342 (Direct)	*

Note:

* Denotes less than 1% of the issued and outstanding common shares.

(1)The information as to the nature of common shares beneficially owned, or controlled or directed, directly or indirectly, by the executive officers, not being within the knowledge of the Company, has been furnished by such officers.

Shareholdings of Directors and Executive Officers

As at the date of this Annual Information Form, the directors and executive officers of the Company, as a group, beneficially owned, or controlled or directed, directly or indirectly, 351,760 common shares, representing approximately 1.4% of the issued and outstanding common shares of the Company.

Biographical Information

The following is a brief description of each of the executive officers and directors of the Company (including details with regard to their principal occupations for the last five years).

Jennifer Bath, Chief Executive Officer, President and Director

Dr. Jennifer Bath has twenty years’ experience in biopharma industry, previously serving on the executive team at Aldevron, LLC. Prior, she was the executive director of the Global Vaccine Institute and has served as an international advisor with an experienced and proven leader in strategic planning and corporate growth as well as converting pharma companies’ scientific challenges into operational solutions. Dr. Bath specializes in strategic growth, business operations alignment, and value creation. She holds a Ph.D. in Cellular and Molecular biology from North Dakota State University.

James Kuo, MD, MBA, Chairman and Director

Dr. James (Jim) Kuo currently serves as Managing Director of Athena Bioventures in La Jolla, CA. He is an experienced biotech industry executive and investor, who brings financial and management experience to the Company. During his career, he has held executive positions in private as well as listed bioscience companies in the US, Canada, and in Europe. He previously served as CEO of Tryp Therapeutics, Synthetic Biologics, BioMicro Systems, and Discovery Laboratories. Prior to that, Dr. Kuo was Associate Director in Corporate Licensing and Development at Pfizer and Managing Director of HealthCare Ventures, a $378 million venture fund. He received his MD from the University of Pennsylvania School of Medicine and his MBA from the Wharton School of Business. Dr. Kuo’s undergraduate education is in molecular biology and music history from Haverford College.

Greg Smith, Director

Mr. Greg Smith is a seasoned capital markets veteran who held senior positions in investment banking and institutional fixed income portfolio management before transitioning to private equity with the acquisition of one of the largest HVAC companies in Western

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Canada. Mr. Smith held the position of Portfolio Manager for Phillips, Hagar & North & Executive Director, Canadian Securitization Group, CIBC World Markets in Toronto for close to ten years. Mr. Smith currently serves as President & Director of Broadway Refrigeration & Air Conditioning Co. Ltd. Mr. Smith earned an MBA from Dalhousie University, is a Chartered Financial Analyst and serves in advisory and board positions to multiple private and public ventures.

Robert Burke, Director

Dr. Robert D. Burke is an Emeritus Professor at the University of Victoria, where he was a faculty member for over 35 years. He has a long-standing research interest in the molecular basis of cellular signaling in early embryonic development. His research involves production and characterization of antibodies and he employs them extensively with high-resolution optical imaging methods. Dr. Burke has published over 100 peer-reviewed publications and has supervised numerous trainees. He was Chair of the Department of Biochemistry and Microbiology for 8 years, was on the University of Victoria Senate for 12 years, and served on numerous advisory and management committees nationally and internationally. Dr. Burke completed a BSc (Honours) and a PhD at the University of Alberta.

Lisa Helbling, Director

Ms. Lisa Helbling has 37 years experience in finance and accounting gained from diverse industries and roles. For the past 11 years, she served in the role of CFO, most recently for the Company from January 2019 to her retirement in August 2022. Prior to being a CFO she held an executive role as VP of Internal Audit and Business Risk Management for Otter Tail Corporation (NASDAQ: OTTR), a diversified electric utility. Ms. Helbling currently serves as Vice Chair of the Board of Directors for Healthy Dakota Mutual Holdings and Blue Cross Blue Shield of North Dakota. Currently she is Chair of the Finance and Investment Committee and for the previous 5 years was Chair of the Audit and Compliance Committee. She serves on the Board of Directors for Border States Industries, Inc. and is Chair of the Audit Committee. Ms. Helbling is a Certified Public Accountant and a NACD Certified Corporate Director with a certificate in Cyber Security Oversight. She has a Bachelor of Science in Accounting.

Brad McConn, Chief Financial Officer

Mr. Brad McConn previously served at the Company as the Vice President of Finance from January 2022 to August 2022, and Director of Financial Planning & Analysis from October 2020 to January 2022. As the Company’s CFO, Mr. McConn provides strategic vision and leadership to create and execute finance strategy to support the Company’s global sites, management of debt and equity, financial planning, budgeting and cash management. Mr. McConn also develops and oversees the accounting, financial reporting, financial internal controls, risk management, information technology and compliance activities. Prior to IPA he worked as the Director of Finance at Brandt Holdings. He is a CFA(R) charterholder, earned a Master of Accounting from the University of North Carolina, and holds a Bachelor of Arts in Mathematics from Concordia College, MN.

Ilse Roodink, Chief Scientific Officer

Dr. Ilse Roodink serves as CSO of the Company from July 1, 2021 on, to support the Company’s global research and development teams. Prior to her appointment as CSO, she held different scientific positions at the Company’s Dutch facility in Oss from 2013 until 2021. In her last role as Scientific Director of IPA Europe, Dr. Roodink was overseeing contract research project execution and management and actively involved in the integration of innovative technologies supporting antibody characterization and engineering. Following its establishment in 2019, Dr. Roodink has served as Chairwoman of Talem Therapeutics’ Scientific Advisory Committee, leading the development of Talem’s pipeline assets. Dr. Roodink graduated from Radboud University of Nijmegen, the Netherlands with a Master’s degree in Biomedical Health Sciences and a Ph.D. in Medical Sciences. Her work, resulting in several peer-reviewed publications, focused on platform development to facilitate the discovery of antibodies specifically recognizing native tumor targets.

Cease Trade Orders or Bankruptcies

To the knowledge of the Company:

(a)no director or executive officer of the Company is, as at the date of this Annual Information Form, or was within 10 years before the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any company (including IPA), that:

(i)was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

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(ii)was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

For the purposes of this subsection (a), “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, and in each case that was in effect for a period of more than 30 consecutive days.

(b)no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(i)is, as at the date of this Annual Information Form, or has been within the 10 years before the date of this Annual Information Form, a director or executive officer of any company (including IPA) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(ii)has, within the 10 years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, officers and shareholders holding a sufficient number of securities of the Company to affect materially control of the Company.

Penalties or Sanctions

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to:

(c)any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(d)

(d)any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision regarding the Company.

The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, officers and shareholders holding a sufficient number of securities of the Company to affect materially control of the Company.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers of other companies or have significant shareholdings in other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such conflict of interest arises at a meeting of the Company’s board of directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with the BCBCA, the directors of the Company are required to act honestly, in good faith and with a view to the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The directors and officers of the Company are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosures by the directors of conflicts of interest and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors and officers. All such conflicts will be disclosed by such directors or officers in accordance with the BCBCA and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law. See “Risk Factors”. The directors and officers of the Company are not aware of any such conflicts of interest.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is not aware of: (a) any legal proceedings to which it is a party, or by which any of its property is subject, which would be material to it and are not aware of any such proceedings being contemplated; (b) any penalties or sanctions imposed against the

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Company by a court relating to securities legislation or by a securities regulatory authority, or any other penalties or sanctions imposed by a court or regulatory body against it that would likely be considered important to a reasonable investor making an investment decision; and (c) any settlement agreements that it has entered into before a court relating to securities legislation or with a securities regulatory authority.

Audit committee

The Company is required to have an audit committee (the “Audit Committee”) comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.

Audit Committee Charter

The text of the Audit Committee’s charter is attached as Schedule “A” to this Annual Information Form.

Composition of Audit Committee, Independence, and Financial Literacy

The Company’s current Audit Committee consists of Greg Smith, Dr. James Kuo and Dr. Robert Burke. National Instrument 52-110 – Audit Committees (“NI 52-110”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of the member’s independent judgment. All members of the current Audit Committee are considered independent as defined in NI 52-110.

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NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. All members of the Audit Committee are “financially literate” as defined in NI 52-110.

Relevant Education and Experience

Refer to “Biographical Information” for a description of the Audit Committee members’ education and experience.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on any exemptions identified in Section 4, 5 or 6 of NI 52-110F1.

Pre-Approval Policies and Procedures

From time to time, management recommends to and request approval from the Audit Committee for audit and non-audit services to be provided by the Company’s independent registered public accounting firm. The Audit Committee satisfies the pre-approval requirement if: (a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the issuer and its subsidiary entities to the issuer’s external auditor during the financial year in which the services are provided; (b) the Company or the subsidiary of the Company, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and (c) the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Audit Committee, prior to the completion of the audit.

The Audit Committee may delegate to one or more independent Members the authority to pre-approve non-audit services in satisfaction of the requirement. The pre-approval of non-audit services by any Member to whom authority has been delegated must be presented to the Audit Committee at its first scheduled meeting following such pre approval.

Audit Fees

Financial Year Ended April 30	Audit Fees ($)(1)	Audit Related Fees ($)(2)	Tax Fees ($)(3)	All Other Fees ($)(4)
2022	335,252	Nil	46,679	Nil
2023	226,379	21,047	77,728	201,211

Notes:

(1)“Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

(2)“Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees” above.

(3)“Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

(4)“All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer or shareholder that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued shares of the Company, or any of their respective associates or affiliates, has any material interest, direct or indirect, in any transaction in which the Company has participated prior to the date of this Annual Information Form, which has materially affected or is reasonably expected to materially affect the Company.

31

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common shares is Computershare Investor Services Inc. at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia.

MATERIAL CONTRACTS

The Company has not entered into any material contracts during the financial year ended April 30, 2023, except for contracts entered into in the ordinary course of business.

Copies of the above material contracts are available under the Company’s profile on the SEDAR website at www.sedar.com.

INTERESTS OF EXPERTS

Grant Thornton LLP, Independent Registered Public Accounting Firm, provided an auditor’s report in respect to the Company’s financial statements for the year ended April 30, 2023 and 2022. Grant Thornton LLP is independent with respect to the Company in accordance with the standards of the U.S. Public Company Accounting Oversight Board.

ADDITIONAL INFORMATION

Additional financial information is provided in the Company’s comparative financial statements and management’s discussion and analysis for the year ended April 30, 2023, which will be available under the Company’s profile on the SEDAR website at www.sedar.com. Additional information, including directors’ and officers’ remuneration and indebtedness and securities authorized for issuance under equity compensation plans, is contained in the Company’s information circular for its most recent annual meeting of securityholders.

Copies of all materials incorporated by reference herein and additional information relating to the Company are available under the Company’s profile on the SEDAR website at www.sedar.com and the EDGAR website at www.sec.gov/edgar.

Dated July 10, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“Jennifer Bath”

Jennifer Bath

President and Chief Executive Officer

32

ImmunoPrecise Antibodies Ltd.

Charter of the

Audit Committee of the Board of Directors

Mandate

A.Role and Objectives

1.The Audit Committee (the "Committee") is a committee of the Board of Directors (the "Board") of ImmunoPrecise Antibodies Ltd. ("IPA" or the “Company”) established for the purpose of overseeing the accounting and financial reporting process of IPA and external audits of the consolidated financial statements of IPA. In connection therewith, the Committee assists the Board in fulfilling its oversight responsibilities in relation to IPA's internal accounting standards and practices, financial information, accounting systems and procedures, financial reporting and statements and the nature and scope of the annual external audit. The Committee also recommends for Board approval IPA’s audited annual consolidated financial statements and other mandatory financial disclosures.

2.IPA’s external auditor is accountable to the Board and the Committee as representatives of the shareholders of IPA. The Committee shall be directly responsible for overseeing the relationship of the external auditor. The Committee shall have such access to the external auditor as it considers necessary or desirable in order to perform its duties and responsibilities. The external auditor shall report directly to the Committee.

3.The objectives of the Committee are as follows:

(i)To be satisfied with the credibility and integrity of financial reports;

(ii)To support the Board in meeting its oversight responsibilities with respect to the preparation and disclosure of financial reporting, including the consolidated financial statements of IPA;

(iii)To facilitate communication between the Board and the external auditor and to receive all reports of the external auditor directly from the external auditor;

(iv)To be satisfied with the external auditor's independence and objectivity; and

(v)To strengthen the role of independent directors by facilitating in-depth discussions between members of the Committee, management and IPA’s external auditor.

B.Composition

1.The Committee shall comprise at least three directors of IPA. Each Committee member shall satisfy the independence, financial literacy and experience requirements of applicable securities laws, rules or guidelines, any applicable stock exchange requirements or guidelines and any other applicable regulatory rules. In particular, each member of the Committee shall have no direct or indirect material relationship with IPA or any affiliate thereof which could reasonably interfere with the exercise of the member's independent judgment. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the full Board.

2.Members of the Committee shall be appointed by the Board. Each member shall serve until a member successor is appointed, unless a member shall resign or be removed by the Board or a member shall otherwise cease to be a director of IPA.

3.The Chair of the Committee (the "Chair") may be designated by the Board or, if it does not do so, the members of the Committee may elect a Chair by vote of a majority of the full Committee membership. The Committee Chair shall satisfy the independence, financial literacy and experience requirements as described above.

4.The Committee shall have access to such officers and employees of IPA and to such information respecting IPA as it considers necessary or advisable in order to perform its duties and responsibilities.

1

C. Meetings

1.Meetings of the Committee shall be scheduled by the Chair at least quarterly and at such other times during each year as it deems appropriate. Any two members of the Committee may request a meeting of the Committee.

2.A quorum for meetings of the Committee shall be a majority of its members.

3.The Chair shall, in consultation with the CFO, establish the agenda for the meetings and instruct management to ensure that properly prepared agenda materials are circulated to the Committee with sufficient time for study prior to the meeting.

4.Every question at a Committee meeting shall be decided by a majority of the votes cast. In case of an equality of votes, the matter will be referred to the Board for decision.

5.The CFO shall attend meetings of the Committee, unless otherwise excused from all or part of any such meeting by the Committee Chair. The Chair of the Committee shall hold in camera sessions of the Committee, without management present, at each meeting, as determined necessary.

6.A Committee member, or any other person selected by the Committee, shall be appointed at each meeting to act as secretary for the purpose of recording the minutes of each meeting.

7.The Committee shall provide the Board with a summary of all meetings. The minutes and all information reviewed and discussed by the Committee at any meeting shall be retained and made available for examination by the Board upon request to the Chair.

8.The Committee shall meet periodically with IPA’s external auditor in connection with the preparation of the annual consolidated financial statements and otherwise as the Committee may determine, part or all of each such meeting to be in the absence of management.

D.Responsibilities

As discussed above, the Committee is established to assist the Board in fulfilling its oversight responsibilities with respect to the accounting and financial reporting processes of IPA and external audits of IPA’s consolidated financial statements. In that regard, the Committee shall:

1.Satisfy itself on behalf of the Board with respect to IPA's internal control systems including identifying, monitoring and mitigating business risks as well as compliance with legal, ethical and regulatory requirements. The Committee shall also review with management, the external auditor and, if necessary, legal counsel, any litigation, claim or other contingency (including tax assessments) that could have a material effect on the financial position or operating results of IPA (on a consolidated basis), and the manner in which these matters may be, or have been, disclosed in the financial statements;

2.Review with management and the external auditor the annual consolidated financial statements of IPA, the reports of the external auditor thereon and related financial reporting, including Management's Discussion and Analysis and any earnings press releases, (collectively, "Annual Financial Disclosures") prior to their submission to the Board for approval. This process should include, but not be limited to:

(i)Reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future year's financial statements;

(ii)Reviewing significant accruals, reserves or other estimates;

(iii)Reviewing accounting treatment of unusual or non-recurring transactions;

(iv)Reviewing the adequacy of any reclamation fund;

(v)Reviewing disclosure requirements for commitments and contingencies;

(vi)Reviewing financial statements and all items raised by the external auditor, whether or not included in the financial statements; and

(vii)Reviewing unresolved differences between IPA and the external auditor.

2

Following such review, the Committee shall recommend to the Board for approval all Annual Financial Disclosures;

3.Review with management all interim consolidated financial statements of IPA and related financial reporting, including Management's Discussion and Analysis and any earnings press releases, (collectively "Quarterly Financial Disclosures") and, if thought fit, approve all Quarterly Financial Disclosures;

4.Be satisfied that adequate procedures are in place for the review of IPA’s public disclosure of financial information extracted or derived from IPA’s financial statements, other than Annual Financial Disclosures or Quarterly Financial Disclosures, and shall periodically assess the adequacy of those procedures;

5.Review with management and recommend to the Board for approval, any financial statements of IPA which have not previously been approved by the Board and which are to be included in a prospectus of IPA;

6.Review with management and recommend to the Board for approval, IPA’s Annual Information Form;

7.With respect to the external auditor:

(i)Receive all reports of the external auditor directly from the external auditor;

(ii)Discuss with the external auditor;

a)critical accounting policies;

b)alternative treatments of financial information within IFRS discussed with management (including the ramifications thereof and the treatment preferred by the external auditor); and

c)other material, written communication between management and the external auditor;

(iii)Consider and make a recommendation to the Board as to the appointment or re-appointment of the external auditor, being satisfied that such auditor is a participant in good standing pursuant to applicable securities laws;

(iv)Review the terms of engagement of the external auditor, including the appropriateness and reasonableness of the auditor's fees and make a recommendation to the Board as to the compensation of the external auditor;

(v)When there is to be a replacement of the external auditor, review with management the reasons for such replacement and the information to be included in any required notice to securities regulators and recommend to the Board for approval the replacement of the external auditor along with the content of any such notice;

(vi)Oversee the work of the external auditor in performing its audit or review services and oversee the resolution of any disagreements between management and the external auditor;

(vii)Review and discuss with the external auditor all significant relationships that the external auditor and its affiliates have with IPA and its affiliates in order to determine the external auditor's independence, including, without limitation:

a)requesting, receiving and reviewing, on a periodic basis, written or oral information from the external auditor delineating all relationships that may reasonably be thought to bear on the independence of the external auditor with respect to IPA;

b)discussing with the external auditor any disclosed relationships or services that the external auditor believes may affect the objectivity and independence of the external auditor; and

c)recommending that the Board take appropriate action in response to the external auditor's information to satisfy itself of the external auditor's independence;

3

(viii)Review with the external auditor its assessment of the internal controls of IPA, its written reports containing recommendations for improvement, and IPA's response and follow-up to any identified weaknesses;

(ix)As may be required by applicable securities laws, rules and guidelines, either:

a)pre-approve all non-audit services to be provided by the external auditor to IPA (and its subsidiaries, if any), or, in the case of de minimis non-audit services, approve such non-audit services prior to the completion of the audit; or

b)adopt specific policies and procedures for the engagement of the external auditor for the purposes of the provision of non-audit services;

(x)Review and approve the hiring policies of IPA regarding partners, employees and former partners and employees of the present and former external auditor of IPA;

8.With respect to certain inquiries, establish procedures for:

(i)The receipt, retention and treatment of complaints received by IPA regarding accounting, internal accounting controls or auditing matters; and

(ii)The confidential, anonymous submission by employees of IPA of concerns regarding questionable accounting or auditing matters;

9.With respect to risk management, be satisfied that IPA has implemented appropriate systems of internal control over financial reporting (and review management's assessment thereof) to ensure compliance with any applicable legal and regulatory requirements;

10.Review annually with management and the external auditor and report to the Board on insurable risks and insurance coverage; and

11.Engage independent counsel and other advisors as it determines necessary to carry out its duties and set and pay the compensation for any such advisors.

4

EX-99.2

Exhibit 99.2

 

IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

ImmunoPrecise Antibodies Ltd.

Opinion on the financial statements

We have audited the accompanying consolidated statements of financial position of ImmunoPrecise Antibodies Ltd. (a British Columbia limited company) and subsidiaries (the “Company”) as of April 30, 2023 and 2022, the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2023 and 2022, and the results of its operations and its cash flows for of the years then ended, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses since its inception, including $26.6 million for the year ended April 30, 2023, and as of that date, the Company had $8.3 million in cash on hand. Further, the Company believes it will need additional capital to finance its operations and strategic goals. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2021.

Houston, Texas

July 10, 2023

IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in Canadian dollars)

(in thousands)	Note	April 30, 2023 $			April 30,  2022 $
ASSETS
Current assets
Cash	16		8,280			29,965
Amounts receivable, net	16		3,247			2,503
Sales tax receivable			358			277
Income taxes receivable			178			—
Inventory	17		2,060			1,615
Unbilled revenue			632			629
Prepaid expenses			2,037			2,481
			16,792			37,470
Restricted cash			86			82
Deposit on equipment			332			369
Investment at fair value through profit and loss			115			142
Property and equipment	7, 11		10,392			3,559
Intangible assets	8		30,925			32,390
Goodwill	9		19,171			19,635
Total assets			77,813			93,647
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	14, 16		3,386			4,768
Sales tax payable			2			31
Deferred revenue			977			1,034
Income taxes payable			—			420
Convertible debentures – liability component	8		—			1,312
Leases	11		1,116			987
Deferred acquisition payments	6		439			740
			5,920			9,292
Leases	11		6,151			468
Deferred acquisition payments	6		278			497
Deferred income tax liability	22		7,661			8,105
Total liabilities			20,010			18,362
SHAREHOLDERS' EQUITY
Share capital	12		117,470			114,559
Convertible debentures – equity component	10		—			103
Contributed surplus	12		10,796			9,630
Accumulated other comprehensive income (loss)			2,625			(2,479	)
Accumulated deficit			(73,088	)		(46,528	)
			57,803			75,285
Total liabilities and shareholders’ equity			77,813			93,647

Nature of operations (Note 1)

Approved and authorized on behalf of the Board of Directors on July 6, 2023

“James Kuo” Director “Greg Smith” Director

3

		Year ended April 30,			Year ended April 30,
(in thousands, except share data)	Note	2023 $			2022 $
REVENUE			20,665			19,364
COST OF SALES			9,102			8,381
GROSS PROFIT			11,563			10,983
EXPENSES
Research and development			12,280			7,663
Sales and marketing			3,608			2,678
General and administrative			19,812			15,377
Amortization of intangible assets	8		4,414			2,013
			40,114			27,731
Loss before other income (expenses) and income taxes			(28,551	)		(16,748	)
OTHER INCOME (EXPENSES)
Accretion	6, 10		(30	)		(85	)
Grant and subsidy income	19		332			75
Interest and other income			270			279
Unrealized foreign exchange gain			227			631
			799			900
Loss before income taxes			(27,752	)		(15,848	)
Income taxes	22		1,192			(861	)
NET LOSS FOR THE PERIOD			(26,560	)		(16,709	)
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will be reclassified subsequently to loss
Exchange difference on translating foreign operations			5,104			(1,792	)
COMPREHENSIVE LOSS FOR THE PERIOD			(21,456	)		(18,501	)
LOSS PER SHARE – BASIC AND DILUTED			(1.07	)		(0.85	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			24,897,185			19,688,487

4

IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed in Canadian dollars)

(in thousands, except share data)	Number of Shares		Share Capital $		Convertible Debentures – Equity Component $			Contributed Surplus $			Accumulated Other Comprehensive (Loss) Income $			Accumulated Deficit $			Total $
Balance, April 30, 2021		19,169,216		80,102		127			7,201			(687	)		(29,819	)		56,924
Shares issued pursuant to deferred acquisition payment to IPA Europe		41,488		503		—			—			—			—			503
Shares issued pursuant to option exercise		188,000		1,013		—			(401	)		—			—			612
Shares issued pursuant to warrant exercise		925,076		3,491		—			(253	)		—			—			3,238
Shares issued pursuant to conversion of convertible debentures		75,292		328		(24	)		—			—			—			304
Shares issued pursuant to acquisition of BioStrand		4,077,774		29,122		—			—			—			—			29,122
Share-based payments		—		—		—			3,083			—			—			3,083
Comprehensive loss for the period		—		—		—			—			(1,792	)		(16,709	)		(18,501	)
Balance, April 30, 2022		24,476,846		114,559		103			9,630			(2,479	)		(46,528	)		75,285
Shares issued pursuant to option exercise		263,537		1,493		—			(777	)		—			—			716
Shares issued pursuant to conversion of convertible debentures		309,877		1,418		(103	)		—			—			—			1,315
Share-based payments		—		—		—			1,943			—			—			1,943
Comprehensive income (loss) for the period		—		—		—			—			5,104			(26,560	)		(21,456	)
Balance, April 30, 2023		25,050,260		117,470		—			10,796			2,625			(73,088	)		57,803

5

IMMUNOPRECISE ANTIBODIES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

(in thousands)	Note	2023 $			2022 $
Operating activities:
Net loss for the period			(26,560	)		(16,709	)
Items not affecting cash:
Accretion	6, 10		30			85
Amortization and depreciation	7, 8, 11, 20		6,685			3,769
Asset impairment	11		2,460			167
Deferred income taxes	22		(926	)		(336	)
Foreign exchange			(146	)		(519	)
Gain on investment			(43	)		(43	)
Share-based payments	10, 11		1,943			3,083
			(16,557	)		(10,503	)
Changes in non-cash working capital related to operations:
Amounts receivable	16		(561	)		163
Inventory	17		(185	)		(501	)
Unbilled revenue			21			91
Prepaid expenses			90			(772	)
Accounts payable and accrued liabilities	14, 16		(1,665	)		1,462
Sales and income taxes payable and receivable			(896	)		152
Deferred revenue			(80	)		(13	)
Net cash used in operating activities			(19,833	)		(9,921	)
Investing activities:
Purchase of equipment	7		(1,495	)		(1,066	)
Security deposit on leases			40			(259	)
Acquisition of BioStrand	6		—			(3,692	)
Purchase of customer list			—			(191	)
Deferred acquisition payments	6		(592	)		—
Sale of QVQ Holdings BV shares			80			—
Net cash used in investing activities			(1,967	)		(5,208	)
Financing activities:
Proceeds from share issuance, net of transaction costs	12		716			3,850
Share issue cost pursuant to the acquisition of BioStrand			—			(5	)
Repayment of leases	11		(1,337	)		(962	)
Net cash used in financing activities			(621	)		2,883
Decrease in cash during the period			(22,421	)		(12,246	)
Foreign exchange			740			455
Cash – beginning of the period			30,047			41,838
Cash – end of the period			8,366			30,047
Cash is comprised of:
Cash			8,280			29,965
Restricted cash			86			82
			8,366			30,047
Cash paid for interest			263			38
Cash paid for income tax			591			1,185

Supplemental cash flow information (Note 21)

6

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

1.NATURE OF OPERATIONS

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

Going concern basis

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. The Company has incurred operating losses since its inception, including $26.6 million for the year ended April 30, 2023, and has accumulated a deficit of $73.1 million as of April 30, 2023. The Company had $8.4 million cash on hand as of April 30, 2023. The Company expects its cash on hand as of April 30, 2023 will be insufficient to fund the Company’s operations for at least one year from the date these financial statements are available to be issued. These conditions raise material uncertainties which cast significant doubt as to whether the Compnay will be able to continue as a going concern should it not be able to obtain financing necessary to fund its planned revenue growth and working capital requirements.

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

2.BASIS OF PRESENTATION

(a)Statement of compliance

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

These consolidated financial statements were approved by the Board of Directors.

(b)Basis of measurement

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

7

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

(c)Basis of consolidation

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

Name of Subsidiary	% Equity Interest - April 30, 2023 and 2022	Country of Incorporation	Functional Currency
ImmunoPrecise Antibodies (Canada) Ltd.	100%	Canada	Canadian dollar
ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA")	100%	USA	US dollar
ImmunoPrecise Antibodies (N.D.) Ltd.	100%	USA	US dollar
ImmunoPrecise Antibodies (MA) LLC	100%	USA	US dollar
Talem Therapeutics LLC ("Talem")	100%	USA	US dollar
ImmunoPrecise Netherlands B.V.	100%	Netherlands	Euro
ImmunoPrecise Antibodies (Europe) B.V. ("IPA Europe")	100%	Netherlands	Euro
BioStrand B.V.	100%	Belgium	Euro
Idea Family B.V.	100%	Belgium	Euro
BioKey B.V.	100%	Belgium	Euro
BioClue B.V.	100%	Belgium	Euro
ImmunoPrecise Antibodies (Quebec), Ltd.	100%	Canada	Canadian dollar
9438-9244 Quebec, Inc.	100%	Canada	Canadian dollar

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

(d)Functional and presentation currency

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

Foreign currency translation

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

Foreign currency transactions

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

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

8

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

3.SIGNIFICANT ACCOUNTING POLICIES

Business combinations

Acquisitions of businesses are accounted for using the acquisition model. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

Revenue recognition

The Company recognizes revenue from sale of antibodies and service agreements.

Sale of antibodies: Revenue from sale of antibodies is recognized when the terms of a contract with a customer have been satisfied. This occurs when:

• The control over the product has been transferred to the customer; and

• The product is received by the customer or transfer of title to the customer occurs upon shipment.

Following delivery, the customer bears the risks of obsolescence and loss in relation to the goods. Revenue is recognized based on the price specified in the contract, net of estimated sales discounts and returns.

Contract revenue:

Revenues from contracted services are generally recognized as the performance obligations are satisfied over time, and the related expenditures are incurred pursuant to the terms of the agreement. Contract revenue is recognized over time when the key milestones contained within the contract are satisfied and there is an enforceable right to payment for performance completed to date. For contracts with no enforceable right to payment when the contract is incomplete, contract revenue is recognized when the customers are satisfied with the service at the end of the contract and control of the product has been transferred to the customer.

Unbilled revenue and deferred revenue:

Amounts recognized as revenue in excess of billings are classified as unbilled revenue. Amounts received in advance of the performance of services are classified as deferred revenue.

Cost of sales:

Cost of sales includes materials, direct labor, and allocation of overhead including depreciation of lab equipment.

9

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

Financial instruments

Recognition and Classification

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument.

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.

Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

	Classification and measurement IFRS 9
Cash	Amortized cost
Amounts receivable	Amortized cost
Investment	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Convertible Debentures	Amortized cost
Deferred acquisition payments	Amortized cost

Measurement

Financial assets and liabilities at FVTPL:

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).

Financial assets at FVTOCI:

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Impairment of financial assets at amortized cost:

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses.

Irrespective of the preceding policy, the Company always measures the loss allowance of trade receivables at an amount equal to the lifetime expected credit losses.

The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

10

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

Derecognition

Financial assets:

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities:

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets, is recognized in profit or loss.

Government assistance

The Company periodically applies for financial assistance under available government incentive programs. Government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Government assistance relating to research and development expenditures is recorded as a reduction of current year's expenses when the related expenditures are incurred.

Government grant

The Company periodically applies for financial assistance under available government incentive programs. The grant is recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received. All funds received as part of the grant or subsidies are reflected in grant and subsidy income.

Inventory

Inventory consists of supplies, parts and antibodies and is valued at the lower of weighted average cost and net realizable value. Costs include acquisition, freight and other directly attributable costs.

Equipment and leasehold improvements

Equipment and leasehold improvements are stated at cost, less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method over the following terms:

Asset	Basis	Term
Lab equipment	Straight line	5 years
Furniture and equipment	Straight line	5 years
Computer hardware	Straight line	2 years
Computer software	Straight line	1 year
Building	Straight line	Remaining term of the property lease
Automobile	Straight line	Remaining term of the automobile lease
Leasehold improvements	Straight line	Shorter of useful life and remaining term of the lease plus the first renewal option

The Company evaluates equipment and leasehold improvements for indications of impairment at the end of each reporting period. Impairment losses are immediately recognized in profit and loss.

11

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Amortization for intangible assets with finite lives is provided over the following terms:

Asset	Basis	Term
Internally generated development costs	Straight line	5 years
Intellectual property	Straight line	10 - 15 years
Proprietary processes	Straight line	5 years
Certifications	Straight line	1 year
Customer list	Straight line	2 years

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not subject to amortization and an impairment test is performed annually or as events occur that could indicate impairment.

Goodwill is reported at cost less any impairment. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). To test for impairment, goodwill is allocated to each of the Company’s CGUs, groups of CGUs, or an operating segment expected to benefit from the acquisition. Goodwill is tested by combining the carrying amounts of equipment and leasehold improvements, intangible assets and goodwill and comparing this to the recoverable amount. Fair value less costs of disposal is price to be received in an orderly transaction between market participants. Value in use is assessed using the present value of the expected future cash flows. Any excess of the carrying amount over the recoverable amount is recorded as impairment. Impairment charges, which are not tax affected, are recognized in profit or loss and are not reversed.

During the year ended April 30, 2023, the Company recorded an impairment charge of $2.5 million related to the BioStrand CGU. See Note 9 for more information.

12

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of their carrying amount to the recoverable amount. The recoverable amount is the higher of the fair value less costs of disposal or the value in use. Value in use is determined by the present value of the future cash flows from the asset. If the recoverable amount is less than the carrying amount, then there is impairment. Where an impairment loss exists, the portion of the carrying amount exceeding the recoverable amount is recorded as an expense immediately. Assets that have been impaired in prior periods are tested for possible reversal of impairment whenever events or changes in circumstance indicate that the impairment has reversed. If the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount but not beyond the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. The reversal is recognized in profit or loss immediately.

Income taxes

Income taxes are recognized in the statement of comprehensive income (loss), except where they relate to items recognized directly in equity, in which case the related taxes are recognized in equity.

Deferred tax assets and liabilities are recognized based on the difference between the tax and accounting values of assets and liabilities and are calculated using enacted or substantively enacted tax rates for the periods in which the differences are expected to reverse. The effect of tax rate changes is recognized in profit or loss or equity, as applicable, in the period of substantive enactment. Current taxes receivable or payable are estimated on taxable income for the current year at the statutory tax rates enacted or substantively enacted.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits of the relevant entity or group of entities, in a particular jurisdiction, will be available against which the assets can be utilized. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.

Investment tax credits (“ITCs”) are accounted for as a reduction in the cost of the expense when there is reasonable assurance that such credits will be realized. These ITCs are used to reduce current income taxes payable.

Leases

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The liabilities for leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life or the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

13

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

Research and development

Research and development cost is charged to the income statement in the period in which it is incurred. Property, plant and equipment used for research and development is capitalized and depreciated in accordance with the equipment and leasehold improvements policy.

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. The Company's common shares are classified as equity instruments.

Proceeds from unit placements are allocated between common shares and warrants issued based on the residual value method, with the common shares being valued first.

Share issuance costs

Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations.

Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.

All equity-settled share-based payments are reflected in contributed surplus, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, adjusted for any consideration paid.

Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. In periods where a net loss is incurred, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive and basic and diluted loss per common share is the same. In a profit year, under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average price during the year.

14

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

4.ADOPTION OF NEW ACCOUNTING STANDARDS

Standards adopted

Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)

The amendments to IAS 37 specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. Costs that relate directly to a contract can either be incremental costs of fulfilling contracts (an example would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).

The Company adopted this standard effective May 1, 2022. The adoption of the amendment to IAS 37 did not have an impact on the Company’s consolidated financial statements for the year ended April 30, 2023.

Standards not yet adopted

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

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

These amendments are effective for reporting periods beginning on or after January 1, 2024, which is our fiscal year ending April 30, 2025.

5.CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised.

Judgements

Business combinations

Acquisitions of a business are accounted for as a business combination if the assets acquired and liabilities assumed constitute a business in accordance with IFRS 3. Judgement is required to determine if the transaction meets the definition of a business combination.

During the year ended April 30, 2022, the Company acquired all the issued and outstanding shares of Idea Family BV, BioStrand BV, BioKey BV, and BioClue BV (collectively “BioStrand”), as detailed in Note 6. Management concluded that BioStrand met the definition of a business, and accounted for the transaction as a business combination.

The acquisition of BioStrand includes potential future earn-out payments dependent on the future profitability of the business. Judgement was required to determine whether the payments constitute an exchange for the business or are transactions separate from the business combination. The potential future earn-out payments to the selling shareholders of BioStrand will be accounted for separate from the business combination (see Note 18).

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). Management applies judgement to determine CGUs. Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount.

15

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to three different CGUs, the Company’s Oss and Utrecht locations at IPA Europe, and BioStrand. The goodwill allocated to Oss, Utrecht, and BioStrand was $3.1 million, $4.7 million and $11.4 million, respectively, as at April 30, 2023. The goodwill allcoated to BioStrand includes an impairment charge during the year ended April 30, 2023 of $2.5 million (see Note 9).

Estimates

Business combinations

At acquisition date, the identifiable assets acquired and liabilities assumed in a business combination are recognized at their fair value. Goodwill is measured as the excess of the consideration transferred over the net of the acquisition-date fair values of the identifiable assets acquired and liabilities assumed. Estimates are required to determine the fair value of assets acquired and liabilities assumed, and estimated fair values may vary from prices that would be achieved in an arm’s length transaction at the acquisition date (see Note 6).

Impairment of long-lived assets

The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period for the Company's Utrecht and Oss locations, and an eight-year period for BioStrand. The projections are based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2023 and identified impairment of the BioStrand CGU. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. See Note 9 for details on the weighted average cost of capital used in the assesments of the three CGUs.

Useful life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that the actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods (see Note 8).

Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit and loss over the vesting period. The Company makes assumptions to determine the estimated forfeiture rate of the share options, and these estimates are reviewed at the end of each reporting period. Changes to these estimates may affect contributed surplus and net income (loss) (see Note 12).

Reclassification

For the period ended October 31, 2022, the Company changed the presentation of its expense analysis from the nature of expense method to the function of expense method. In accordance with IAS 1, the Company reclassified comparative amounts beginning with the period started May 1, 2021. The reclassification is intended to provide more relevant information about the activities of separate functions at the Company, along with increased comparability to industry peers.

16

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

6.ACQUISITION OF BIOSTRAND

On April 13, 2022, the Company acquired all the issued and outstanding shares of BioStrand B.V., BioKey B.V., BioClue B.V. and Idea Family B.V. (collectively “BioStrand”) on terms as follows:

€2.7 million (CAD $3.7 million) was paid in cash on closing;

4,077,774 common shares of the Company were issued on closing;

Deferred cash payment of €0.5 million (CAD $0.7 million) to be paid 90 days subsequent to closing; and

Deferred cash payment of €0.5 million (CAD $0.6 million) to be paid over 3 years on the anniversary of the closing date.

BioStrand focuses on technology in the field of bioinformatics and biotechnology related to the identification of characteristic biological sequences in proteins, RNA and DNA, and their different information layers, the development of a knowledgebase containing these characteristic biological sequences and information layers, and the use of this database to process biological sequences and compare processed biological sequences. The acquisition provides the Company with advanced omics capabilities to enhance its antibody discovery processes and offer multi-omics data analysis to its clients.

The transaction was accounted for as a business combination, as the operations of BioStrand meet the definition of a business. As the transaction was accounted for as a business combination, legal and consulting costs of $0.7 million and $0.1 million, respectively, were expensed during the year ended April 30, 2022. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets will represent the sales growth potential and assembled workforce of BioStrand.

During the three months ended July 31, 2022, the Company recorded the right-of-use assets and lease liabilities in connection with building and vehicle leases at BioStrand. During the three months ended October 31, 2022, the Company adjusted goodwill upon the finalization of the deferred cash payment paid 90 days subsequent to closing. Both adjustments occurred during the measurement period and were applied retrospectively. The Company has allocated the purchase price as follows:

(in thousands)	$
Cash		4,985
Common shares of the Company		29,126
Fair value of consideration		34,111
Cash		36
Amounts receivable		80
Unbilled revenue		8
Equipment and right-of-use assets		247
Intellectual property (not deductible for tax purposes)		28,459
Proprietary processes (not deductible for tax purposes)		391
Goodwill (not deductible for tax purposes)		12,658
Accounts payable and accrued liabilities assumed		(342	)
Deferred revenue		9
Leases		(223	)
Deferred income tax liability		(7,212	)
		34,111

The intellectual property assets are primarily comprised of acquired technology assets that are expected to have a useful life of 15 years.

The fair value of the 4,077,774 common shares issued ($29.1 million) was determined based on the Canadian dollar equivalent of the consideration required of €21.3 million pursuant to the share purchase agreement using the closing stock price at` the date of the acquisition. The common shares are subject to an escrow agreement, and will be released to the vendors on the following schedule: 15% one year after closing, 20% two years after closing, and 65% three years after closing.

The operating results for BioStrand have been recognized in the consolidated statement of comprehensive loss beginning on April 13, 2022, the effective date of control. During the year ended April 30, 2022, the Company recorded a net loss of $0.2 million related to BioStrand.

17

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

The deferred cash payments of €1.0 million was fair valued on the date of acquisition using a discounted cash flow model. The changes in the value of the subsequent payments during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	$
Balance, April 30, 2021		—
Amount at date of acquisition		1,317
Foreign exchange		(12	)
Balance, April 30, 2022		1,305
Foreign exchange		45
Accretion		27
Working capital adjustment		(68	)
Deferred acquisition payment		(592	)
Balance, April 30, 2023		717
Less: Current portion		(439	)
Non-current portion		278

The share purchase agreement related to the acquisition of BioStrand includes contingent earnout payments (see Note 18).

18

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

7.PROPERTY AND EQUIPMENT

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

(in thousands)	Computer Hardware $			Furniture & Equipment $			Computer Software $			Building $			Automobile $			Leasehold Improvements $		Lab Equipment $			WIP - Leasehold Improvements $			Total $
Cost:
Balance, April 30, 2021		96			36			49			2,730			94			353		5,048			—			8,406
Additions		39			3			—			311			1			—		991			138			1,483
Acquisition of BioStrand		24			—			—			69			152			—		—			—			245
Disposals		(21	)		(5	)		—			—			—			—		—			—			(26	)
Lease modification		—			—			—			(22	)		—			—		—			—			(22	)
Subsidy reimbursement		—			—			—			—			—			—		(106	)		—			(106	)
Asset impairment		—			—			—			(363	)		—			—		—			—			(363	)
Foreign exchange		(2	)		1			(2	)		(139	)		(8	)		—		(261	)		—			(411	)
Balance, April 30, 2022		136			35			47			2,586			239			353		5,672			138			9,206
Additions		138			—			—			7,593			—			101		1,064			28			8,924
Completion of work-in-process		—			—			—			—			—			166		—			(166	)		—
Disposals		(3	)		—			—			(1,290	)		(95	)		—		(700	)		—			(2,088	)
Foreign exchange		17			18			3			196			23			6		437			—			700
Balance, April 30, 2023		288			53			50			9,085			167			626		6,473			—			16,742
Accumulated Depreciation:
Balance, April 30, 2021		61			28			42			1,334			27			296		2,594			—			4,382
Depreciation		31			6			7			698			23			51		940			—			1,756
Disposals		(21	)		(5	)		—			—			—			—		—			—			(26	)
Asset impairment		—			—			—			(196	)		—			—		—			—			(196	)
Foreign exchange		(1	)		—			(2	)		(100	)		(4	)		1		(163	)		—			(269	)
Balance, April 30, 2022		70			29			47			1,736			46			348		3,371			—			5,647
Depreciation		84			3			—			1,109			58			40		977			—			2,271
Disposals		(3	)		—			—			(1,274	)		(57	)		—		(507	)		—			(1,841	)
Foreign exchange		6			1			3			181			10			—		72			—			273
Balance, April 30, 2023		157			33			50			1,752			57			388		3,913			—			6,350
Net Book Value:
April 30, 2022		66			6			—			850			193			5		2,301			138			3,559
April 30, 2023		131			20			—			7,333			110			238		2,560			—			10,392

19

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

8.INTANGIBLE ASSETS

Changes in the value of the intangible assets during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	Internally Generated Development Costs $			Intellectual Property $			Proprietary Processes $			Certifications $			Customer List $			Total $
Cost:
Balance, April 30, 2021		33			4,089			7,635			138			—			11,895
Costs expensed		—			—			—			—			191			191
Acquisition of BioStrand		—			28,459			391			—			—			28,850
Foreign exchange		—			(634	)		(667	)		(12	)		(11	)		(1,324	)
Balance, April 30, 2022		33			31,914			7,359			126			180			39,612
Foreign exchange		—			3,229			744			13			18			4,004
Balance, April 30, 2023		33			35,143			8,103			139			198			43,616
Accumulated Amortization:
Balance, April 30, 2021		1			1,445			4,391			—			—			5,837
Amortization		7			398			1,577			—			31			2,013
Foreign exchange		—			(150	)		(477	)		—			(1	)		(628	)
Balance, April 30, 2022		8			1,693			5,491			—			30			7,222
Amortization		7			2,710			1,477			128			92			4,414
Foreign exchange		(1	)		372			665			9			10			1,055
Balance, April 30, 2023		14			4,775			7,633			137			132			12,691
Net Book Value:
April 30, 2022		25			30,221			1,868			126			150			32,390
April 30, 2023		19			30,368			470			2			66			30,925

20

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

9.GOODWILL

The goodwill was acquired as a result of the acquisitions of U-Protein, IPA Europe and, BioStrand. The changes in the value of goodwill during the year ended April 30, 2023 and 2022 are as follows:

(in thousands)	$
Balance, April 30, 2021		7,777
Foreign exchange		(677	)
Acquisition of BioStrand		12,535
Balance, April 30, 2022		19,635
Foreign exchange		1,996
Asset impairment		(2,460	)
Balance, April 30, 2023		19,171

Impairment testing

For annual impairment testing, goodwill is allocated to the following cash-generating units:

(in thousands)	April 30, 2023 $		April 30, 2022 $
Oss		3,109		2,823
Utrecht		4,710		4,277
BioStrand		11,352		12,535
		19,171		19,635

The recoverable amount of each cash-generating unit was based on value-in-use calculations, and determined using a five-year forecast for Utrecht and Oss and an eight-year forecast for BioStrand, followed by a terminal growth rate determined by management. The present value of the forecasted cash flows of each cash-generating unit is determined by applying a discount rate reflecting a current market assessment of the time value of money and risks specific to the cash-generating units. The recoverable amount, growth rate assumptions and discount rates for each cash-generating unit as at April 30, 2023 and 2023 are as follows:

	Recoverable amount				Terminal growth rates						Discount rates
(in thousands)	2023 $		2022 $		2023 %			2022 %			2023 %			2022 %
Oss		6,723		9,493		2.2	%		2.0	%		28.1	%		14.3	%
Utrecht		11,405		12,483		2.2	%		2.0	%		24.1	%		14.3	%
BioStrand		31,546		—		2.5	%		—			33.1	%		—

The terminal growth rates reflect the average GDP growth rate of the Netherlands and Belgium. The discount rates reflect management’s assessment of market and specific risk of the cash-generating units. Both the Oss and Utrecht cash-generating units operate in the same region and are included in the same operating segment of the Company. The cash flow forecasts include a key management assumption that future profit margins will remain stable, and is based on previous performance of the cash-generating units. The assumption for future profit margins is based on management’s review of the prior three years of performance of the cash-generating units.

During the year ended April 30, 2023, the Compay recorded an impairment loss of $2.5 million for the BioStrand CGU. The loss was recorded as a reduction in goodwill. The primary factor for the impairment included a rise in the discount rate as compared to the prior year, along with a delay in expected cash flows in the forecast. The increased discount rate relates to increases in the forecast risk for the BioStrand CGU, increased economic risk, and increased global interest rates as compared to the prior year.

21

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

10.CONVERTIBLE DEBENTURES

On May 15, 2020, the Company closed a non-brokered private placement financing by issuing 10% convertible debentures (“New Debentures”) for total proceeds of $2.59 million. On May 27, 2020, the Company issued an additional $0.04 million of the 10% New Debentures. In total, the Company issued $2.6 million of the New Debentures. The New Debentures are unsecured, bear interest at a rate of 10% per year and payable at maturity. The maturity date is May 15, 2022 for $2.59 million of the New Debentures and May 22, 2022 for $0.04 million of the New Debentures. The principal amount of the New Debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of $4.25 per share. The Company may force convert the principal amount of the New Debentures at $4.25 per share if the average closing price is equal to or greater than $7.50 for 20 trading days.

The fair value of the New Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the equity component was determined at the time of issue as the difference between the face value and the fair value of the New Debentures. On initial recognition, the Company bifurcated $2.4 million to the carrying value of the New Debentures and $0.2 million to the equity component.

Under the financing, the Company paid finder’s cash commissions totaling $0.08 million and incurred legal and filing fees of $0.03 million. The transaction costs were allocated pro-rata based on the carrying values of the New Debentures and the equity component, with $0.1 million allocated to the New Debentures and $0.01 million allocated to the equity component.

The changes in the value of the New Debentures during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	Liability Component $			Equity Component $
Balance, April 30, 2021		1,531			127
Accretion expense		85			—
Conversion to shares		(304	)		(24	)
Balance, April 30, 2022		1,312			103
Accretion expense		3			—
Conversion to shares		(1,315	)		(103	)
Balance, April 30, 2023		—			—

11.LEASES

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

(in thousands)	$
2024		1,548
2025		1,033
2026		993
2027		989
2028		983
More than 5 years		3,849
Total minimum lease payments		9,395
Less: imputed interest		(2,128	)
Total present value of minimum lease payments		7,267
Less: Current portion		(1,116	)
Non-current portion		6,151

22

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

Total cash outflow for leases during the year ended April 30, 2023 was $1.3 million (2022 - $1.0 million).

The nature of the Company’s leases by type of right-of-use asset as at April 30, 2023 is as follows:

Right-of-use asset type	No. of right-of-use assets leased		Range of remaining term	Average remaining lease term	No. of leases with extension options		No. of leases with options to purchase		No. of leases with variable payments linked to an index		No. of leases with termination options
Lab and office facilities		4	0.5 - 9 years	3 years		4		—		3		2
Automobiles		6	1.5 - 4 years	2 years		—		—		6		6

Right-of-use assets

The Company reviews long-lived assets with finite useful lives for impairment whenever circumstances indicate that the carrying amount of the asset may not be recoverable. During the year ended April 30, 2022, a significant change in the planned use of a right-of-use asset related to leased office space indicated possible impairment of the asset. Due to the nature of the leased space, the Company determined the recoverable amount to be nominal, and recorded an impairment charge of $0.2 million in general & administrative expense, the full carrying value of the asset.

During the year ended April 30, 2023, the Company recorded a right-of-use asset of $6.2 million upon commencement of a new lease at the Utrecht, the Netherlands location. The lease includes an initial term of five years, and a renewal option for an additional five years. The Company has determined that it is reasonably certain to exercise the renewal option.

The changes in the value of right-of-use assets during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	Building $			Automobile $			Lab Equipment $			Total $
Cost:
Balance, April 30, 2021		2,730			94			623			3,447
Additions		311			1			—			312
Acquisition of BioStrand		69			152			—			221
Lease modification		(22	)		—			—			(22	)
Loss on impairment		(369	)		—			—			(369	)
Foreign exchange		(133	)		(8	)		28			(113	)
Balance, April 30, 2022		2,586			239			651			3,476
Additions		7,593			—			—			7,593
Disposals		(1,290	)		(95	)		(687	)		(2,072	)
Foreign exchange		196			23			36			255
Balance, April 30, 2023		9,085			167			—			9,252
Accumulated Depreciation:
Balance, April 30, 2021		1,334			27			220			1,581
Depreciation		698			23			224			945
Loss on impairment		(196	)		—			—			(196	)
Foreign exchange		(100	)		(4	)		16			(88	)
Balance, April 30, 2022		1,736			46			460			2,242
Depreciation		1,109			58			198			1,365
Disposals		(1,274	)		(57	)		(507	)		(1,838	)
Foreign exchange		181			10			(151	)		40
Balance, April 30, 2023		1,752			57			—			1,809
Net Book Value:
April 30, 2022		850			193			191			1,234
April 30, 2023		7,333			110			—			7,443

23

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

Lease payments not recognized as a liability

The Company has elected not to recognize a lease liability for leases with an expected term of 12 months or less. Additionally, certain variable lease payments are not permitted to be recognized as lease liabilities and are recognized in profit and loss as incurred. The expense relating to payments not included in the measurement of the lease liability during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	2023 $		2022 $
Leases of low value assets		40		32
Variable lease payments		215		136
		255		168

12.SHARE CAPITAL

a)Authorized:

Unlimited common shares without par value.

b)Share capital transactions:

2022 Transactions

On May 3, 2021, the Company issued 41,488 common shares pursuant to the final deferred payment for the acquisition of IPA Europe. The common shares were valued at $0.5 million.

On April 13, 2022, the Company issued 4,077,774 common shares pursuant to the acquisition of BioStrand (Note 6). The common shares were valued at $29.1 million.

During the year ended April 30, 2022, the Company issued 188,000 common shares pursuant to the exercise of stock options for total gross proceeds of $0.6 million. A value of $0.4 million was transferred from contributed surplus to share capital as a result. The weighted average share price at the dates the stock options were exercised was $7.95.

During the year ended April 30, 2022, the Company issued 925,076 common shares pursuant to the exercise of warrants and finder’s warrants for total gross proceeds of $3.2 million. A value of $0.3 million was transferred from contributed surplus to share capital as a result.

During the year ended April 30, 2022, the Company issued 75,292 common shares with a value of $0.3 million pursuant to the conversion of $0.3 million principal balance of convertible debentures.

2023 Transactions

During the year ended April 30, 2023, the Company issued 263,537 common shares pursuant to the exercise of stock options for total gross proceeds of $0.7 million. A value of $0.8 million was transferred from contributed surplus to share capital as a result. The weighted average share price at the dates the stock options were exercised was US $4.50.

During the year ended April 30, 2023, the Company issued 309,877 common shares with a value of $1.3 million pursuant to the conversion of $1.3 million principal balance of convertible debentures.

24

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

c)Options

The following table summarizes stock option awards during the years ended April 30, 2023 and 2022, including the fair value determined using the Black-Scholes option pricing model:

Grant date	Stock options granted		Exercisable price/option $		Awarded to	Share price on grant date $		Dividend yield			Expected volatility			Risk-free rate			Expected life	Fair value
May 9, 2021(3)		10,000	7.72(7)		Strategic Board Members	9.42			0	%		78	%		0.70	%	5.0 years	$0.06 million
June 13, 2021(4)		43,750	7.14(7)		Consultant	8.63			0	%		78	%		0.71	%	3.0 years	$0.2 million
August 7, 2021(2)		45,000		9.19	Employees	9.19			0	%		79	%		0.80	%	5.0 years	$0.3 million
January 2, 2022(1)		28,250		6.89	Directors	6.89			0	%		77	%		1.18	%	4.0 years	$0.1 million
January 7, 2022(2)		225,000		7.94	Officers and employees	7.94			0	%		77	%		1.42	%	5.0 years	$1.1 million
January 7, 2022(2)		113,000		7.94	Employees	7.94			0	%		77	%		1.42	%	4.7 years	$0.5 million
January 13, 2022(5)		15,000		8.30	Officer		8.30		0	%		77	%		1.43	%	1.0 years	$0.04 million
January 13, 2022(2)		24,000		8.30	Employees		8.30		0	%		77	%		1.43	%	4.7 years	$0.1 million
March 11, 2022(6)		25,000		6.35	Consultant		4.67		0	%		76	%		1.77	%	2.0 years	$0.03 million
May 15, 2022(2)		80,000		5.79	Employees		3.79		0	%		77	%		2.73	%	5.0 years	$0.3 million
February 19, 2023(1)		29,060	4.10(7)		Directors	4.10(7)			0	%		77	%		3.57	%	4.0 years	$0.1 million
February 19, 2023(2)		609,452	4.10(7)		Officers and employees	4.10(7)			0	%		77	%		3.57	%	5.0 years	$2.2 million

(1)Vesting conditions are as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date; and one-quarter 12 months after grant date.

(2)Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date.

(3)Vesting conditions are as follows: one-third one year after grant date; one-third two years after grand date; and one-third three years after grant date.

(4)The option vested immediately.

(5)Vesting conditions are as follows: one-third 2 months after grant date; one-third 4 months after grant date; and one-third 6 months after grant date.

(6)Vesting conditions are as follows: one-half 3 months after grant date; one-half 6 months after grant date.

(7)Priced in US dollars

25

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

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

During the year ended April 30, 2023, the Company has recorded $1.9 million (2022 - $3.1 million) of share-based payments expense.

The changes in the stock options for the years ended April 30, 2023 and 2022 are as follows:

	Number of options #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2021 (outstanding)		1,358,900			7.93		3.11
Granted		529,000			7.98		—
Exercised		(188,000	)		3.26		—
Expired		(60,250	)		10.75		—
Forfeited		(15,500	)		20.30		—
Balance, April 30, 2022 (outstanding)		1,624,150			8.29		2.88
Granted		718,512			5.58		—
Exercised		(318,725	)		3.27		—
Expired		(115,174	)		9.35		—
Forfeited		(24,335	)		9.45		—
Balance, April 30, 2023 (outstanding)		1,884,428			8.03		3.27
Unvested		(813,845	)		5.95		4.55
Exercisable, April 30, 2023		1,070,583			9.61		2.30

Details of the options outstanding as at April 30, 2023 are as follows:

Expiry Date	Exercise price $		Remaining life (year)		Options outstanding		Unvested		Exercisable
September 24, 2023		4.75		0.40		19,000		-		19,000
November 7, 2023		4.10		0.52		20,000		-		20,000
December 31, 2023		5.00		0.67		180,000		-		180,000
January 11, 2024		5.00		0.70		60,000		-		60,000
September 1, 2025		8.50		2.34		250,000		-		250,000
January 6, 2026		20.30		2.69		210,000		-		210,000
May 9, 2026(1)		10.46		3.03		10,000		6,667		3,333
January 2, 2026		6.89		2.68		28,250		-		28,250
January 7, 2027		7.94		3.69		332,666		110,000		222,666
January 7, 2027		8.30		3.71		31,000		5,333		25,667
February 22, 2024		6.35		0.82		25,000		-		25,000
May 15, 2027		5.79		4.04		80,000		53,333		26,667
February 19, 2027(2)		5.55		3.81		29,060		29,060		-
February 19, 2028(2)		5.55		4.81		609,452		609,452		-
		8.03		3.27		1,884,428		813,845		1,070,583

(1)Exercise price of US $7.72. The figure in the table above is translated at the April 30, 2023 rate.

(2)Exercise price of US $4.10. The figure in the table above is translated at the April 30, 2023 rate.

26

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

d)Warrants

The changes in the warrants for the years ended April 30, 2023 and 2022 are as follows:

	Number of warrants #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2021		878,300			3.50		0.90
Exercised		(878,300	)		3.50		—
Balance, April 30, 2023 and 2022		—			—		—

d)Finder’s Warrants

The changes in the finder’s warrants for the years ended April 30, 2023 and 2022 are as follows:

	Number of warrants #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2021		176,888			16.12		3.75
Exercised		(46,777	)		3.50		—
Balance, April 30, 2022		130,111			21.59		3.77
Exercised		—			—		—
Balance, April 30, 2023		130,111			22.77		2.77

Details of the finder’s warrants outstanding as at April 30, 2023 are as follows:

Expiry Date	Exercise price $		Remaining life (year)		Warrants outstanding
February 3, 2026(1)		22.77		2.77		130,111

(1)Exercise price of US $16.81. The figure in the table above is translated at the April 30, 2023 rate.

13.EMPLOYEE REMUNERATION

Expenses recognized for employee benefits for the years ended April 30, 2023 and 2022 are detailed below:

(in thousands)	2023 $		2022 $
Wages, salaries		10,433		8,600
Employee benefits		926		798
Payroll taxes		939		714
Severance		194		8
Share-based payments		1,943		3,083
		14,435		13,203

27

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

14.RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Brad McConn, CFO; Dr. Stefan Lang, former Chief Business Officer; Dr. Ilse Roodink, Chief Scientific Officer; Lisa Helbling, former Chief Financial Officer, Dr. Yasmina Abdiche, former Chief Scientific Officer; and Directors of the Company. During the years ended April 30, 2023 and 2022, the compensation for key management is as follows:

(in thousands)	2023 $		2022 $
Salaries and other short-term benefits		2,632		2,531
Severance (included in salaries)		183		8
Share-based payments		986		1,388
Director compensation (included in salaries)		335		355
		4,136		4,282

At April 30, 2023, included in accounts payable and accrued liabilities is $0.9 million (April 30, 2022 - $0.4 million) due to related parties. The amounts payable are non-interest bearing and unsecured.

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

15.CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity of $60.6 million.

The Company makes adjustments to its capital structure upon approval from its Board of Directors, in light of economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

16.FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, debentures, loans payable, leases and deferred acquisition payments.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value, by reference to the reliability of the inputs used to estimate the fair values.

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair value of investment is determined based on “Level 2” inputs as its value under the equity method was the best approximation of its fair value. As at April 30, 2023, the Company believes the carrying values of cash, amounts receivable, restricted cash, accounts payable and accrued liabilities, leases and deferred acquisition payments approximate their fair values because of their nature and relatively short maturity dates or durations.

28

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

Concentration of risk:

Concentrations of credit risk

Credit risk relates to cash, restricted cash and amounts receivable and arises from the possibility that counterparty to an instrument may fail to perform. At April 30, 2023, all of the Company’s cash was held with tier one banks. Details of amounts receivable and allowances for doubtful accounts as at April 30, 2023 and 2022 are as follows:

(in thousands)	2023 $			2022 $
Amounts receivable		3,280			2,539
Allowance for doubtful accounts		(33	)		(36	)
Amounts receivable, net		3,247			2,503

Currency risk

The Company operates in the US and Europe which gives rise to exposure to market risks from changes in foreign currency values. Most significantly, the Company is exposed to potential currency fluctuations between US and Canadian dollars, which was translated at 1.3548 at April 30, 2023, and the Euro and Canadian dollar, which was translated at 1.4933 at April 30, 2023. Fluctuations in the exchange rate could impact profitability.

At April 30, 2023, the Company is exposed to currency risk through the following assets and liabilities denominated in US dollars and Euros:

	Euros			US Dollars
(in thousands)	(€)			(US $)
Cash		2,465			2,193
Amounts receivable		1,236			679
Investment		82			—
		3,783			2,872
Accounts payable and accrued liabilities		(867	)		(1,700	)
Deferred acquisition payments		(336	)		—
Leases		(664	)		(70	)
		(1,867	)		(1,770	)
Net		1,916			1,102

Liquidity risk:

The Company’s approach to managing its obligations is to maintain sufficient resources to meet its obligations when due without undue risk to the Company. The Company monitors its cash requirements on an ongoing basis to ensure that there are sufficient resources for operations as well as to fund anticipated leasing, capital and development expenditures. In addition, the Company manages its cash to meet its obligations and to fund general and administrative costs.
 

Contractual cash flow requirements as at April 30, 2023 were as follows:

	< 1 year		1 - 2 years		2 - 5 years		>5 years		Total
(in thousands)	$		$		$		$		$
Accounts payable and accrued liabilities		3,386		—		—		—		3,386
Leases		1,548		1,033		2,965		3,849		9,395
Total		4,934		1,033		2,965		3,849		12,781

29

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

17.INVENTORIES

Inventories as at April 30, 2023 and 2022 consist of the following:

(in thousands)	2023 $		2022 $
Supplies and parts		1,344		1,418
Antibodies		206		197
Work in process		510		—
		2,060		1,615

18.COMMITMENTS

The Company entered into a lease agreement for a new facility for its Oss, the Netherlands location on October 16, 2021. The lease will have a five-year term with an optional five-year extension, and is estimated to commence January 1, 2024 at an estimated annual cost of €0.5 million indexed for inflation.

The share purchase agreement related to the acquisition of BioStrand includes contingent earnout payments based on 20% of the EBITDA of BioStrand, as defined in the share purchase agreement, over a 7-year period, which shall not exceed in total €12.0 million. The Company has determined these payments relate to post-acquisition services because they are contingent on the employment of two key employees and will be expensed in the period earned. As of April 30, 2023, the Company's unpaid commitment related to the BioStrand earnout is €12.0 million.

19.GRANT AND SUBSIDY INCOME

During May 2022, the Company received a €0.5 million round of grant funding from VLAIO (Flanders Innovation & Entrepreneurship), the research fund of the Flemish regional government in Belgium. The Company received the first disbursement of €0.2 million during the three months ended July 31, 2022.

20.SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At April 30, 2023 and April 30, 2022, the Company has one reportable segment, being antibody production and related services.

The Company’s revenues are allocated to geographic regions for the year ended April 30, 2023 and 2022 as follows:

	Years ended April 30,
(in thousands)	2023 $		2022 $
United States of America		9,365		6,816
Europe		9,450		9,429
Canada		618		572
Australia		630		1,540
Other		602		1,007
		20,665		19,364

30

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

The Company’s revenues are allocated according to revenue types for the year ended April 30, 2023 and 2022 as follows:

	Years ended April 30,
(in thousands)	2023 $		2022 $
Project revenue		18,677		17,356
Product sales revenue		1,747		1,652
Cryostorage revenue		241		356
		20,665		19,364

As at April 30, 2023, all deferred revenue is expected to be recognized over the next twelve months.

The Company’s non-current assets are allocated to geographic regions as of April 30, 2023 and 2022 as follows:

	April 30, 2023 $		April 30, 2022 $
North America - Corporate		89		76
North America		1,025		1,481
Belgium		40,406		41,355
Netherlands		19,501		13,265
		61,021		56,177

Geographic segmentation of the Company’s net income (loss) for the year ended April 30, 2023 and 2022 is as follows:

	Years ended April 30,
(in thousands)	2023 $			2022 $
North America - Corporate		(8,422	)		(9,340	)
North America		(12,601	)		(11,424	)
Belgium		(7,024	)		(215	)
Netherlands		1,487			4,270
		(26,560	)		(16,709	)

Geographic segmentation of the interest and accretion, and amortization and depreciation for the year ended April 30, 2023 and 2022 is as follows:

	Years ended April 30,
Interest and accretion (in thousands)	2023 $		2022 $
North America - Corporate		39		258
North America		19		51
Belgium		20		3
Netherlands		318		107
		396		419

31

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

	Years ended April 30,
Amortization and depreciation (in thousands)	2023 $		2022 $
North America - Corporate		14		56
North America		720		778
Belgium		2,543		—
Netherlands		3,408		2,935
		6,685		3,769

21.SUPPLEMENTAL CASH FLOW INFORMATION

Non-cash investing and financing transactions (in thousands)	April 30, 2023 $		April 30, 2022 $
Acquisition of building and equipment by lease		7,593		312
Settlement of convertible debentures		1,315		304
Fair value of shares issued pursuant to deferred acquisition payment to IPA Europe		—		503

The following changes in liabilities arose from financing activities:

						Non-cash changes
(in thousands)	April 30, 2022 $		Cash Flows $			Acquisition $		Settlement / Disposal $			Accretion $		Foreign exchange movements and change in estimates $			April 30, 2023 $
Deferred acquisition payments		1,237		(592	)		—		—			27		(23	)		649
Convertible debentures		1,312		—			—		(1,315	)		3		—			—
Leases		1,455		(1,337	)		7,593		—			—		(444	)		7,267
Total		4,004		(1,929	)		7,593		(1,315	)		30		(467	)		7,916

						Non-cash changes
(in thousands)	April 30, 2021 $		Cash Flows $			Acquisition $		Debt forgiven / Settlement / Disposal $			Accretion $		Foreign exchange movements and change in estimates $			April 30, 2022 $
Deferred acquisition payments		498		—			1,248		(503	)		—		(6	)		1,237
Convertible debentures		1,531		—			—		(304	)		85		—			1,312
Leases		1,926		(962	)		533		—			—		(42	)		1,455
Total		3,955		(962	)		1,781		(807	)		85		(48	)		4,004

32

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

22.INCOME TAX

Income tax expense differs from the amount that would be computed by applying the federal and provincial statutory tax rates of 27% (2021 – 27%) to the earnings before income taxes. The reasons for the differences and related tax effects are as follows:

	2023			2022
	$			$
Earnings (loss) before income taxes		(27,752	)		(15,848	)
Income taxes (recovery) on earnings before income taxes, at above basic rate		(7,493	)		(3,627	)
Increase (decrease) in taxes resulting from:
Nondeductible expenses		8			322
Estimated SR&ED ITC		(198	)		—
Effects of tax rate change and foreign exchange		209			12
Deferred income tax asset recognized		—			(138	)
Tax rate difference by jurisdiction		948			(359	)
Tax benefits not recognized		4,885			4,651
Impairment loss		602			—
Prior year tax assessments and adjustments		(420	)		—
Other		267			—
Income taxes (recovery)		(1,192	)		861

	2023			2022
	$			$
Current income taxes		(242	)		1,390
Deferred income taxes (recovery)		(950	)		(529	)
Income taxes (recovery)		(1,192	)		861

Temporary differences give rise to the following deferred income tax assets and liabilities:

	2023			2022
	$			$
Other tax pools		31			(20	)
Capital assets net of lease liabilities		(61	)		8
Inventory and intangible assets		(7,631	)		(8,093	)
Recognized deferred income tax liabilities		(7,661	)		(8,105	)

	2023			2022
	$			$
Non-capital losses carried forward (expire from 2026 to 2039)		9,930			10,514
Other tax pools		—			1,373
Capital losses carried forward		295			194
Capital assets net of lease liabilities		20			13
Financing costs		746			979
Less: unrecognized deferred income tax asset		(10,991	)		(13,073	)
Unrecognized deferred income tax liabilities		—			—

33

IMMUNOPRECISE ANTIBODIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended April 30, 2023 and 2022

(Expressed in Canadian Dollars)

23.SUBSEQUENT EVENTS

Subsequent to April 30, 2023, the Company entered into a lease agreement for its Victoria location. The lease is estimated to commence during the three months ended July 31, 2023, at an estimated annual cost of $0.4 million when payments begin on January 1, 2024.

34

EX-99.3

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

Exhibit 99.3

The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements of ImmunoPrecise Antibodies Ltd. (“the Company”, “ImmunoPrecise” or “IPA”) for the year ended April 30, 2023. This MD&A is the responsibility of management and was reviewed and approved by the Board of Directors of IPA on July 6, 2023.

The referenced financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and related IFRS Interpretations Committee (“IFRIC”) guidance as issued by the International Accounting Standards Board (“IASB”). Except as otherwise noted, all dollar figures in this MD&A are stated in Canadian dollars, which is the Company’s reporting currency.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators.

Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions.

This document contains forward-looking statements about IPA's future outlook, future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which IPA is a party, product development, future revenue growth, research and development initiatives, and general market trends and developments. These statements, which involve expectations, estimates, and projections, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict and/or are beyond IPA's control.

The forward-looking statements are based on certain assumptions, including the progress, timing, and costs related to the execution of IPA's business plan and strategy; estimates and projections regarding the industry in which IPA operates; the future success of research and development activities, including the advancement of IPA's AI technologies, the LENSai software, and HYFT technology. Assumptions are also made on the absence of material changes in various areas such as regulatory environment, general business and economic conditions, market demand for IPA's services, competitive landscape, and technological disruptions. Furthermore, the statements take into account estimates regarding future financing and capital.

The success of IPA's AI technologies is subject to inherent uncertainties of technology development and implementation, including the complexity of tasks the AI is being developed to perform, potential technical difficulties, the necessity for continuous adaptation to new scientific findings and data, and regulatory and ethical considerations. Furthermore, the potential for IPA's AI technologies to generate revenues is contingent upon market acceptance, development of commercially viable applications, and establishment of successful business models.

Forward-looking statements inherently carry risks and uncertainties that could cause actual outcomes and results to differ materially from current expectations. Thus, these statements should be approached with caution, and undue reliance on them should be avoided. Some of these risks and uncertainties are outlined in the 'RISKS AND UNCERTAINTIES' section of this MD&A. It is important to note that forward-looking statements are not assurances of future performance. As actual results and future events could vary significantly from those anticipated in these statements, they should not be taken as accurate predictions. Despite the potential updates or revisions of forward-looking statements due to new information or future events, IPA is under no obligation to make these changes unless required by law. These cautionary notes serve to qualify all forward-looking statements contained in this MD&A explicitly.

1

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

GENERAL

Founded on November 22, 1983, and incorporated under Alberta law, IPA's common shares ("Common Shares") currently trade on the Nasdaq Global Market under the ticker symbol "IPA". As of November 25, 2022, the Company made a strategic decision to voluntarily delist the Common Shares from the TSX Venture Exchange (TSXV). The corporate headquarters of IPA is situated at 3204 - 4464 Markham Street, Victoria, BC V8Z 7X8.

OVERVIEW

Integrated within ImmunoPrecise Antibodies Ltd.'s wet lab infrastructure is a diverse array of in silico technologies. These state-of-the-art computational methodologies allow the company to perform detailed and comprehensive evaluations across various stages of biologic discovery and development. The synergy between ImmunoPrecise's in silico analyses and wet lab procedures enhances the efficacy of the workflow, thereby offering a unique value proposition to its partners. This strategic integration underscores ImmunoPrecise's commitment to innovative solutions, driving not only operational efficiency but also pioneering advancements in the field with each fiscal year.

Services

IPA is a leading biotherapeutic research and technology firm, distinguished by its proficiency in both in silico and wet lab methodologies. At the intersection of systems biology, multi-omics modeling, and complex artificial intelligence systems, the company has carved out a unique space within the field. The core of the company's operations encompasses a diverse suite of proprietary technologies that aid in the exploration, discovery, and development of novel drugs and biologics.

The breadth of services provided by ImmunoPrecise unfolds sequentially in alignment with the process of antibody discovery and development. Starting from the in silico arena, the company utilizes custom antigen modeling, target analysis using Natural Language Processing ("NLP"), and the patented HYFT analysis to lay the groundwork for the subsequent experimental phases.

As the projects transition into the wet lab phase, ImmunoPrecise's capabilities diversify, offering an array of services such as design and manufacturing, B cell sorting incorporating IPA's proprietary Function First B Cell screening and sequencing, and the production and screening of custom, immune, and proprietary naïve phage display libraries. IPA's wet lab antibody discovery technologies are compatible with in-depth mining of antibody repertoires by next generation sequencing ("NGS") and computational analysis. The Company's hybridoma discovery and production services, enhanced by multiplexed high-throughput screening and single clone-picking, complement the expertise it possesses with transgenic animals and multi-species antibody discovery.

The Company then steps into antibody characterization studies, which encompass affinity measurements, epitope landscape profiling, functional assays, and in silico analyses including immunogenicity, three-dimensional modeling, relative affinity rankings, molecular docking, and off-target analyses. Additional services include the creation of bi-specifics, single domain (such as VHH and VNAR (shark)) antibodies, recombinant cloning, protein and antibody production and downstream processing, stable cell line generation, antibody engineering, optimization including humanization, and cryopreservation and cryostorage.

ImmunoPrecise's wholly-owned subsidiaries, IPA Canada and IPA Europe, have received recognition as approved Contract Research Organizations ("CROs") for top-tier transgenic animal platforms producing antibodies with human antigen binding domains, along with protein manufacturing. The subsidiaries also form a critical component of the Company's R&D investments, promoting the development of proprietary technologies like B cell Select® and DeepDisplayTM platforms, applicable across a wide array of species and strains, including transgenic animals.

2

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

Operations of the Company

IPA is a global operation with a presence in Utrecht and Oss in the Netherlands, Dienpenbeek in Belgium, Victoria, British Columbia, in Canada and Fargo, North Dakota in the United States. This broad reach enables IPA to tap into thriving locations that strongly support the life sciences industry and the development of artificial intelligence.

The Company's leadership, spanning North America and Europe, holds global responsibility for financial and accounting oversight, sales and marketing, investor relations, and information technology. An enterprise resource management system aids in automating marketing and sales, enhancing customer relationship management, and simplifying accounting, financial reporting, and project management tasks.

The Company’s head office is in Victoria, British Columbia, and the base for U.S. operations is in Fargo, North Dakota.

IPA Canada operates from Victoria, British Columbia (Canada), performing custom antibody generation since its inception. The Company has recently completed the expansion of its vivarium in Victoria while simultaneously intensifying its capabilities in measuring protein binding kinetics and high-throughput label-free protein-protein interactions, enlarging the vivarium, and further developing and improving technologies such as its B cell Select® platform.

3

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

The acquisition of U-Protein Express B.V. ("UPE") and ModiQuest Research B.V. ("MQR"), now collectively named IPA Europe, has deepened the Company’s technological competence, and expanded its capabilities for partners worldwide. The team from MQR in Oss brings extensive expertise in various areas, including in vitro antibody phage library generation, antibody characterization, optimization, and engineering. The UPE team in Utrecht specializes in the production of complex proteins and antibodies, supporting numerous programs across various sectors using their proprietary expression platform rPEx®.

On April 14, 2022, the Company successfully acquired BioStrand BV, BioKey BV, and BioClue BV, a group of innovative artificial intelligence entities based in Belgium. These entities are leaders in the field of multi-omics and in silico biotechnology, specializing in the intricate task of identifying unique biological fingerprints within proteins, RNA, and DNA across multiple information layers, giving rise to unprecedented insights into biological molecules, including intricate relationships between protein structure and function. They have constructed a comprehensive knowledge base of these distinctive biological markers, which serves as a significant tool for their comparison and processing. This strategic acquisition further bolsters the Company’s standing in the rapidly advancing fields of multi-omics and in silico antibody discovery and development.

The Company continues to broaden its intellectual property portfolio in additional, meaningful ways, including internal R&D, acquisitions, and collaborations. There is also an emphasis on therapeutic antibody asset development in areas such as oncology, inflammation, neurodegenerative diseases, autoimmunity, and atherosclerosis.

STRATEGY AND OUTLOOK

The management team at IPA places a strong emphasis on initiatives designed to increase revenue, enhance internal assets, and maximize shareholder value. Central to our mission is the aspiration to fundamentally transform the approach to biotherapeutic discovery and development. By integrating our advanced artificial intelligence (AI)-driven software, LENSai, we aim to introduce a new paradigm that underscores accuracy, precision, speed, cost-effectiveness, and energy efficiency, thereby changing how the world processes complex and disparate data.

One core component of our strategy is the integration of LENSai and its AI and in silico capabilities into our services. Through LENSai, we are enhancing the precision of our in silico capabilities, which subsequently complement our traditional wet lab services.

Our goal is to remain a preferred partner for therapeutic antibody researchers, providing an integrated, data-driven, technologically advanced continuum of services. We are working towards accelerating the transition of novel therapies from the lab to the clinic by providing a bridge between in silico predictions and wet lab validations. Our in silicotools, powered by LENSai, can predict potential targets and functional outcomes, and provide iterative feedback from our wet lab experiments designed to refine these predictions and improve the accuracy of our AI models.

In 2022, to accommodate operational growth, we relocated our Utrecht facility to larger premises within the Utrecht Science Park, which resulted in a doubling of our lab capacity. This strategic move was driven by the need to meet increasing market demands in Europe, North America, and Asia.

Pharmaceutical industry trends suggest an increasing reliance on external partners like IPA for expertise, cost-effectiveness, and rapid turnaround times. As a service provider with both wet lab and AI-driven in silico capabilities, management believes they align well with these industry needs.

The monoclonal antibody market is experiencing growth, with an increasing focus on antibody R&D in response to the rising incidence of cancer, infectious diseases, and chronic diseases. The therapeutic antibody market, valued at US$115 billion in 2018 according to a study published in the Journal of Biomedical Science in January 20202, is projected to reach US$300 billion by 2025. According to GrandViewResearch.com, the protein and antibody-related service and product market is predicted to grow at a CAGR of 6.2% to US$5.6 billion by 2027.

4

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

IPA is not simply adapting to market trends but is attempting to actively set new standards and demonstrate novel capabilities. IPA considers itself leaders in the field of AI-integrated biotherapeutics research. The Company's unique blend of AI-driven in silico capabilities and traditional wet lab services guides our innovation.

AI for Drug Discovery

The initial stage of the drug discovery process involves identifying a novel drug candidate and its therapeutic target. In the context of antibody discovery, this phase involves leveraging artificial intelligence (AI) to speed up the process of identifying and designing new antibodies. The AI platform employs machine learning and other AI methodologies to analyze vast amounts of data related to antibodies, yielding insights into their structure, function, and intermolecular interactions. Potential drug candidates or novel drug targets are evaluated based on parameters such as efficacy, potency, bioavailability, and toxicity.

Artificial intelligence is increasingly becoming a crucial tool in the healthcare industry, especially in the area of drug research. AI technology has the capability to identify therapeutic targets and plays a critical role in the design, discovery, and efficient screening of molecules. According to a 2022 report by ReportLinker, the global AI in Drug Discovery Market, valued at USD 253.8 million in 2019, is projected to reach USD 3,932.87 million by 2030, growing at a CAGR of 40.8 % from 2020 to 2030. This growth is attributed to the ability of AI to understand disease mechanisms, establish biomarkers, and generate data or models for the drug discovery process.

Our acquisition of BioStrand in April 2022 marked a significant advancement for the organization. BioStrand has developed a universal solution and technology designed to work across all species, sequencing machines, and application domains. The transition from traditional bioinformatics algorithms to indexing, exact matching, and pattern recognition has facilitated ultra-scalability, high-speed analysis of large datasets, and maintained high accuracy.

The Company's AI-driven software, LENSai, takes advantage of this technology. It enables us to extract the potential from data, discover connections between data, and pull new and valuable information from existing data. Furthermore, BioStrand's HYFT™ framework converts unstructured data into structured data, allowing for default feature reduction and efficient downstream analysis using advanced AI/ML techniques. The HYFT™ fingerprints create a link between sequences and literature analysis through a bottom-up Natural Language Processing approach, providing a universal syntax for the language of biology. This proprietary pattern and profile detection is crucial for understanding diseases and biological processes.

BioStrand's HYFT™ framework makes all accessible biological data rapidly computable. The technology developed by BioStrand offers a solution for "omics" (DNA, RNA, amino acids) data management, analysis, and storage, effectively addressing the current challenges and bottlenecks in bioinformatics. The integration of this technology with the LENSai platform results in an incredibly efficient system for managing and analyzing omics data. This combination of technologies is capable of processing huge tasks at high speed and scale, all while maintaining a light computational footprint.

5

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

SELECTED ANNUAL INFORMATION (expressed in Canadian Dollars)

The following is a summary of certain selected financial information of the Company for the years ended April 30, 2023, 2022, and 2021.

(in thousands)	2023			2022			2021
Total	$			$			$
Revenue		20,665			19,364			17,912
Cost of sales		(9,102	)		(8,381	)		(6,374	)
Expenses		(40,144	)		(27,731	)		(19,137	)
Net loss		(26,560	)		(16,709	)		(7,340	)
Total assets		77,813			93,647			66,959
Total liabilities		(20,010	)		(18,362	)		(10,035	)
Dividends declared		—			—			—
Loss per share		(1.07	)		(0.85	)		(0.45	)

OVERALL PERFORMANCE AND LIQUIDITY

The Company achieved revenues of $20.7 million during the year ended April 30, 2023, a 6.7% (9.0% adjusting for the effects of currency translation) increase from revenues during the year ended April 30, 2022 of $19.4 million. The Company incurred total expenses of $40.1 million during the year ended April 30, 2023, an increase of $12.4 million compared to the year ended April 30, 2022. Net loss totaled $26.6 million and $16.7 million for the years ended April 30, 2023 and 2022.

As of April 30, 2023, the Company had cash on hand of $8.4 million compared to $30.0 million as of April 30, 2022. The Company expects its cash on hand as of April 30, 2023 will be insufficient to fund the Company’s operations for at least one year from the date these financial statements are available to be issued. These conditions raise material uncertainties which cast significant doubt as to whether the Compnay will be able to continue as a going concern should it not be able to obtain financing necessary to fund its planned revenue growth and working capital requirements.

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

RESULTS OF OPERATIONS

Comparison of the years ended April 30, 2023 and 2022

Revenue

	Year Ended April 30,
(in thousands)	2023 $		2022 $		Change $			Change %
Project revenue		18,677		17,356		1,321			7.6	%
Product sales revenue		1,747		1,652		95			5.8	%
Cryostorage revenue		241		356		(115	)		-32.3	%
Total revenue		20,665		19,364		1,301			6.7	%

6

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

The Company achieved revenue of $20.7 million during the year ended April 30, 2023, a 6.7% increase from the year ended April 30, 2022. Revenue growth from the prior year was 9.0% when adjusting for the effect of currency translations. The increase in revenue was primarily driven by growth in the Company’s B cell Select® platform and protein manufacturing services.

Gross Profit

	Year Ended April 30,
(in thousands)	2023 $			2022 $			Change $		Change %
Gross profit		11,563			10,983			580		5.3	%
Gross profit margin		56.0	%		56.7	%

Gross profit totaled $11.6 million during the year ended April 30, 2023, an increase of 5.3% compared to the year ended April 30, 2022, while gross profit margin decreased slightly to 56.0% from 56.7% during the prior year.

Research and development

	Year Ended April 30,
(in thousands)	2023 $		2022 $		Change $		Change %
Research and development		12,280		7,663		4,617		60.3	%

During the year ended April 30, 2023, research and development expenses increased to $12.3 million from $7.7 million during the year ended April 30, 2022. Expenditures on research activities totaled $10.8 million during the year ended April 30, 2023 (2022 - $6.7 million), including $8.3 million on Talem’s PolyTope® antibody combination therapy. Additional expenditures include compensation expense of $1.2 million (2022 - $0.7 million), and depreciation of $0.2 million (2022 - $0.2 million).

Sales and marketing

	Year Ended April 30,
(in thousands)	2023 $		2022 $		Change $		Change %
Sales and marketing		3,608		2,678		930		34.7	%

7

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

Sales and marketing expenses totaled $3.6 million during the year ended April 30, 2023, compared to $2.7 million during the year ended April 30, 2022. Expenditures during the year ended April 30, 2023 include $2.5 million in compensation expense (2022 - $2.1 million), $0.7 million in advertising costs (2022 - $0.5 million), and $0.2 million in travel costs (2022 - $0.03 million).

General and administrative

	Year Ended April 30,
(in thousands)	2023 $		2022 $		Change $		Change %
General and administrative		19,812		15,377		4,435		28.8	%

During the year ended April 30, 2023, general and administrative expenses totaled $19.8 million, an increase of $4.4 million compared to the year ended April 30, 2022. Salaries and benefits increased $2.1 million due primarily to the addition of staff at BioStrand and routine annual pay increases. Professional fees decreased $0.2 million, driven primarily by a decrease in legal costs. Management fees increased $1.3 million due to contracted general managers at the BioStrand site. Share-based payment expenses decreased by $1.0 million. Additionally, the Company recorded an impairment charge of $2.5 million related to the BioStrand cash-generating unit. See Note 9 for more information.

Other Income / Expense

	Year Ended April 30,
(in thousands)	2023 $			2022 $			Change $
Accretion		(30	)		(85	)		55
Grant and subsidy income		332			75			257
Interest and other income		270			279			(9	)
Unrealized foreign exchange gain		227			631			(404	)
Total other income		799			900			(101	)

The Company recorded other income of $0.8 during the year ended April 30, 2023, compared to other income of $0.9 million during the year ended April 30, 2022. The most noteworthy variance is the decrease in unrealized foreign exchange gain of $0.4 million compared to the year ended April 30, 2022, a result of currency revaluations at the current quarter-end exchange rate. Grant income increased $0.3 million compared to the year prior, as the Company recorded the first round of grant funding from VLAIO (Flanders Innovation & Entrepreneurship), the research fund of the Flemish regional government in Belgium.

8

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

FOURTH QUARTER

Comparison of the three months ended April 30, 2023 and 2022

Revenue

	Three Months Ended April 30,
(in thousands)	2023 $		2022 $		Change $		Change %
Project revenue		4,860		4,704		156		3.3	%
Product sales revenue		693		475		218		45.9	%
Cryostorage revenue		68		60		8		13.3	%
Total revenue		5,621		5,239		382		7.3	%

The Company recorded total revenue of $5.6 million during the three months ended April 30, 2023, the highest quarterly revenue total the Company has recorded. The growth in revenue represents an increase of $0.4 million, or 7.3%, compared to the three months ended April 30, 2022. Project revenue growth was driven primarily by increases in the Company’s B cell Select® platform and protein manufacturing services.

Gross Profit

	Three Months Ended April 30,
(in thousands)	2023 $			2022 $			Change $		Change %
Gross profit		3,341			3,316			25		0.8	%
Gross profit margin		59	%		63	%

Gross profit totaled $3.3 million during the three months ended April 30, 2023, an increase of $0.3 million compared to the three months ended April 30, 2022. Gross profit as a percent of revenue decreased to 60% compared to 63% during the same period last year. The increase in cost of sales is attributable to increased cost of supplies to support growth in revenue.

Research and development

	Three Months Ended April 30,
(in thousands)	2023 $		2022 $		Change $			Change %
Research and development		502		1,324		(822	)		-62.1	%

Research and development expenses totaled $0.5 million three months ended April 30, 2023, a decrease of $0.8 million compared to the three months ended April 30, 2022. The decrease is primarily attributable to reduced expenditure related to Talem’s PolyTope® antibody combination therapy.

9

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

Sales and marketing

	Three Months Ended April 30,
(in thousands)	2023 $		2022 $		Change $		Change %
Sales and marketing		934		864		70		8.1	%

During the three months ended April 30, 2023, sales and marketing expenses totaled $0.9 million, compared to $0.9 million during the three months ended April 30, 2022.

General and administrative

	Three Months Ended April 30,
(in thousands)	2023 $		2022 $		Change $		Change %
General and administrative		6,663		4,913		1,750		35.6	%

General and administrative expense totaled $6.7 million during the three months ended April 30, 2023, a $1.8 million increase compared to the three months ended April 30, 2022. Professional fees decreased $1.4 million, primarily due to a reduction in legal and consulting costs. These costs were higher during the three months ended April 30, 2022 as the Company completed the acquisition of BioStrand. Management fees increased $0.2 million due to contracted general managers at the BioStrand site. Salaries and benefits including share-based payments increased $0.8 million, primarily due to additional staff at the BioStrand site. Additionally, the Company recorded an impairment charge of $2.5 million related to the BioStrand cash-generating unit. See Note 9 for more information.

Other Income / Expense

	Three Months Ended April 30,
(in thousands)	2023 $			2022 $			Change $
Accretion		(27	)		(20	)		(7	)
Grant and subsidy income		26			19			7
Interest and other income		197			109			88
Unrealized foreign exchange gain		(17	)		(190	)		173
Total other income (expense)		179			(82	)		261

The Company recorded other income of $0.2 million during three months ended April 30, 2023, compared to other expense of $0.1 million during the three months ended April 30, 2022. The increase is primarily attributable to reduced unrealized foreign exchange loss of $0.2 million.

10

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial information for the past eight quarters:

	Three Months Ended ($)
(in thousands, except share data)	April 30,  2023			January 31,  2023			October 31,  2022			July 31,  2022
Total revenue		5,621			5,171			5,184			4,689
Cost of sales		2,280			2,207			2,405			2,210
Gross profit		3,341			2,964			2,779			2,479
Operating expenses		9,417			7,544			10,603			12,550
Other income (expenses)		179			(15	)		347			288
Income taxes		(767	)		104			(126	)		(403	)
Net loss		(5,130	)		(4,699	)		(7,351	)		(9,380	)
Basic and diluted loss per share*		(0.20	)		(0.19	)		(0.30	)		(0.38	)
	Three Months Ended ($)
(in thousands, except share data)	April 30,  2022			January 31,  2022			October 31,  2021			July 31,  2021
Total revenue		5,239			4,815			4,722			4,588
Cost of sales		1,923			2,229			2,147			2,082
Gross profit		3,316			2,586			2,575			2,506
Operating expenses		7,603			6,893			7,263			5,972
Other income (expenses)		(82	)		689			(131	)		424
Income taxes		275			208			190			188
Net loss		(4,644	)		(3,826	)		(5,009	)		(3,230	)
Basic and diluted loss per share*		(0.22	)		(0.20	)		(0.26	)		(0.17	)

*The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants.

Revenue

The Company achieved revenue of $5.6 million during the three months ended April 30, 2023, an increase of 7.3% compared to the three months ended April 30, 2022. The Company has achieved year-over-year revenue growth for six straight quarters, driven by growth in the Company’s B cell Select platform and protein manufacturing services.

Gross Profit

The Company’s annual gross profit margins over the previous eight quarters have consistently been in the 53-63% range, which is in line with management’s expectation.

Operating Expense

The Company’s operating expenses have trended up over the last eight quarters as the Company invested in research and development, completed the BioStrand acquisition, prepared for and completed the Nasdaq listing, and added key leaders and technical employees to the team to aid in executing the Company’s strategies.

11

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

Operating expenses decreased during the three months ended April 30, 2023, as compared to both the prior quarter and the same quarter during the prior year. In both instances this is primarily attributable to a decrease in legal expenses during the quarter.

Other Income (Expense)

Other income (expense) is primarily influenced by unrealized foreign exchange gains or losses stemming contractual and cash holdings denominated in euros or US dollars. This component can vary from quarter to quarter, transitioning between gains and losses due to fluctuations in foreign currency exchange rates.

During the three months ended July 31, 2022, the Company recorded $0.2 million in grant income from VLAIO (Flanders Innovation & Entrepreneurship), the research fund of the Flemish regional government in Belgium.

NON-IFRS MEASURES

The following are non-IFRS measures and investors are cautioned not to place undue reliance on them and are urged to read all IFRS accounting disclosures present in the consolidated financial statements and accompanying notes for the year ended April 30, 2023.

The Company uses certain non-IFRS financial measures as supplemental indicators of its financial and operating performance. These non-IFRS financial measures are adjusted EBITDA and adjusted operating expenses. The Company believes these supplementary financial measures reflect the Company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business. These non-IFRS measures do not have any standardized meaning prescribed under IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

The Company defines adjusted EBITDA as operating earnings before interest, accretion, taxes, depreciation, amortization, share-based compensation, foreign exchange gain/loss, and asset impairment charges. Adjusted EBITDA is presented on a basis consistent with the Company’s internal management reports. The Company discloses adjusted EBITDA to capture the profitability of its business before the impact of items not considered in management’s evaluation of operating unit performance. The most directly comparable IFRS measure to adjusted EBITDA is net loss.

The Company defines adjusted operating expenses as operating expenses before taxes, interest, share-based compensation, depreciation, amortization, accretion, foreign exchange loss, and asset impairment charges. Adjusted operating expenses are presented on a basis consistent with the Company’s internal management reports. The most directly comparable IFRS measure to adjusted operating expenses is operating expenses.

12

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

The non-IFRS measures are reconciled to reported IFRS figures in the tables below:

	Year Ended April 30,
(in thousands)	2023 $			2022 $
Net loss		(26,560	)		(16,709	)
Income taxes		(1,192	)		861
Amortization and depreciation		6,685			3,769
Accretion		30			85
Asset impairment charge		2,460			167
Foreign exchange realized loss		82			4
Interest expense		334			302
Interest and other income		(270	)		(279	)
Unrealized foreign exchange gain		(227	)		(631	)
Share-based payments		1,943			3,083
Adjusted EBITDA		(16,715	)		(9,348	)

	Year Ended April 30,
(in thousands)	2023 $			2022 $
Operating expenses		(40,114	)		(27,731	)
Amortization and depreciation		4,980			2,567
Asset impairment charge		2,460			167
Foreign exchange loss		82			4
Interest expense		334			302
Share-based payments		1,943			3,083
Adjusted Operating Expenses		(30,315	)		(21,608	)

13

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

FINANCING ACTIVITIES

2022 Transactions

On May 3, 2021, the Company issued 41,488 common shares pursuant to the final deferred payment for the acquisition of IPA Europe. The common shares were valued at $0.5 million.

On April 13, 2022, the Company issued 4,077,774 common shares pursuant to the acquisition of BioStrand. The common shares were valued at $18.4 million.

During the year ended April 30, 2022, the Company issued 188,000 common shares pursuant to the exercise of stock options for total gross proceeds of $0.6 million. A value of $0.4 million was transferred from contributed surplus to share capital as a result. The weighted average share price at the dates the stock options were exercised was $7.95(CAD).

During the year ended April 30, 2022, the Company issued 925,076 common shares pursuant to the exercise of warrants and finder’s warrants for total gross proceeds of $3.2 million. A value of $0.3 million was transferred from contributed surplus to share capital as a result.

During the year ended April 30, 2022, the Company issued 75,292 common shares with a value of $0.3 million pursuant to the conversion of $0.3 million principal balance of convertible debenture.

2023 Transactions

During the year ended April 30, 2023, the Company issued 263,537 common shares pursuant to the exercise of stock options for total gross proceeds of $0.7 million. A value of $0.8 million was transferred from contributed surplus to share capital as a result.

During the year ended April 30, 2023, the Company issued 309,877 common shares with a value of $1.3 million pursuant to the conversion of $1.4 million principal balance of convertible debenture.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity.

The Company adjusts its capital structure upon approval from its Board of Directors, considering economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

On December 11, 2020, the Company filed a $150 million shelf registration statement with the TSXV which was filed with the United States Securities and Exchange Commission (the “SEC”) on January 5, 2021, under which the Company may offer for sale, from time to time, either separately or together in any combination, equity, debt, or other securities described in the shelf registration statement through the 25-month expiration period. The shelf registration statement expired during the three months ended January 31, 2023.

On February 8, 2021, the Company closed a public offering of 1,616,293 common shares of the Company, at a price of U.S. $13.45 per common share for gross proceeds of U.S. $21.7 million, net proceeds less underwriting discounts and commissions of U.S. $19.6 million.

14

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

On February 10, 2021, Company also issued an additional 242,443 common shares at a price of U.S. $13.45 per common share for gross proceeds of U.S. $3.3 million, net proceeds less underwriting discounts and commissions of U.S. $3.0 million.

In connection with the public offering, the Company issued underwriter warrants to purchase 130,111 common shares with an exercise price of U.S. $16.81, or 125% of the public offering price with an expiry date of February 3, 2026.

As of April 30, 2023, the Company held cash of $8.4. million (April 30, 2022 – $30.0 million) and had working capital of $11.1 million (April 30, 2022 – $28.2 million). During the year ended April 30, 2023, the cash used in operating activities was $19.8 million. As part of the investing activities, the Company made equipment purchases of $1.5 million, and paid deferred acquisition payments of $0.6 million. As part of the financing activities, the Company received $0.7 million from issuing common shares, and incurred lease repayments of $1.3 million.

As of April 30, 2023, the Company has an estimated annual commitment of €0.5 million related to a lease agreement to lease a new facility for its Oss, the Netherlands location.

The consideration paid for the acquisition of BioStrand includes a contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total €12.0 million. As of April 30, 2023, the Company's unpaid commitment related to the BioStrand earnout is €12.0 million.

Although the Company is a going concern, the Company does not have cash reserves to fund all its operations for one year, and strategic future growth and expansion plans. The Company has historically incurred net losses. There is no assurance that sufficient revenues will be generated in the near future. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company may need to raise additional funds through issuances of common shares or through loan financing. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favorable to the Company as those previously obtained, or at all. If the Company is unable to obtain additional financing from outside sources and eventually generate enough revenues, the Company may be forced to sell a portion or all of the Company’s assets or curtail or discontinue the Company’s operations.

CAPITAL EXPENDITURES

The Company made equipment purchases of $1.5 million during the year ended April 30, 2023 (2022 - $1.1 million).

15

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

OUTSTANDING SHARE DATA

The Company’s outstanding share information as of July 6, 2023 is as follows:

Security	Number	Exercise Price	Expiry date
Issued and outstanding common shares	24,935,448	NA	NA
Stock options	19,000	$4.75	September 24, 2023
Stock options	20,000	$4.10	November 7, 2023
Stock options	180,000	$5.00	December 31, 2023
Stock options	60,000	$5.00	January 11, 2024
Stock options	250,000	$8.50	September 1, 2025
Stock options	210,000	$20.30	January 6, 2026
Stock options(1)	10,000	$10.40	May 9, 2026
Stock options	30,000	$9.19	August 5, 2026
Stock options	28,250	$6.89	January 2, 2026
Stock options	335,332	$7.94	January 7, 2027
Stock options	33,666	$8.30	January 7, 2027
Stock options	25,000	$6.35	February 22, 2024
Stock options	80,000	$5.79	May 15, 2027
Stock options	29,060	$5.55	February 19, 2027
Stock options	609,452	$5.55	February 19, 2028
Warrants(1)	130,111	$16.81	February 3, 2026
Total	26,985,319

(1)Priced in USD.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

SUBSEQUENT EVENTS

Subsequent to April 30, 2023, the Company entered into a lease agreement for its Victoria location. The lease is estimated to commence during the three months ended July 31, 2023, at an estimated annual cost of $0.4 million when payments begin on January 1, 2024.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised.

Judgements

Business combinations

Acquisitions of a business are accounted for as a business combination if the assets acquired and liabilities assumed constitute a business in accordance with IFRS 3. Judgement is required to determine if the transaction meets the definition of a business combination.

16

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

During the year ended April 30, 2022, the Company acquired all the issued and outstanding shares of Idea Family BV, BioStrand BV, BioKey BV, and BioClue BV (collectively “BioStrand”), as detailed in Note 6. Management concluded that BioStrand met the definition of a business, and accounted for the transaction as a business combination.

The acquisition of BioStrand includes potential future earn-out payments dependent on the future profitability of the business. Judgement was required to determine whether the payments constitute an exchange for the business or are transactions separate from the business combination. The potential future earn-out payments to the selling shareholders of BioStrand will be accounted for separate from the business combination.

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). Management applies judgement to determine CGUs. Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to three different CGUs, the Company’s Oss and Utrecht locations at IPA Europe, and BioStrand. The goodwill allocated to Oss, Utrecht, and BioStrand was $3.1 million, $4.7 million and $11.4 million, respectively, as at April 30, 2023. The goodwill allcoated to BioStrand includes an impairment charge during the year ended April 30, 2023 of $2.5 million (see Note 9).

Estimates

Business combinations

At acquisition date, the identifiable assets acquired and liabilities assumed in a business combination are recognized at their fair value. Goodwill is measured as the excess of the consideration transferred over the net of the acquisition-date fair values of the identifiable assets acquired and liabilities assumed. Estimates are required to determine the fair value of assets acquired and liabilities assumed, and estimated fair values may vary from prices that would be achieved in an arm’s length transaction at the acquisition date (see Note 6).

Impairment of long-lived assets

The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period for the Company's Utrecht and Oss locations, and an eight-year period for BioStrand. The projections are based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2023 and no impairment was indicated for the period tested. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. See Note 9 for details on the weighted average cost of capital used in the assesments of the three CGUs.

17

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

Useful life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that the actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods (see Note 8).

Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit and loss over the vesting period. The Company makes assumptions to determine the estimated forfeiture rate of the share options, and these estimates are reviewed at the end of each reporting period. Changes to these estimates may affect contributed surplus and net income (loss) (see Note 12).

Reclassification

For the period ended October 31, 2022, the Company changed the presentation of its expense analysis from the nature of expense method to the function of expense method. In accordance with IAS 1, the Company reclassified comparative amounts beginning with the period started May 1, 2021. The reclassification is intended to provide more relevant information about the activities of separate functions at the Company, along with increased comparability to industry peers.

ADOPTION OF NEW ACCOUNTING STANDARDS

Standards adopted

Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)

The amendments to IAS 37 specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. Costs that relate directly to a contract can either be incremental costs of fulfilling contracts (an example would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).

The Company adopted this standard effective May 1, 2022. The adoption of the amendment to IAS 37 did not have an impact on the Company’s consolidated financial statements for the year ended April 30, 2023.

Standards not yet adopted

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

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

These amendments are effective for reporting periods beginning on or after January 1, 2024, which is our fiscal year ending April 30, 2025.

18

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

DISCLOSURE CONTROLS AND PROCEDURES

The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) have designed Disclosure & Procedures, or have caused them to be designed under their supervision. Such procedures are designed to ensure that material information relating to the Company and its consolidated subsidiaries is made known to CEO and CFO by others within the Company, and such disclosure procedures are effective to perform the function for which they were established; in order to provide reasonable assurance that:

•material information relating to the Company is made known to the CEO and CFO by others, particularly during the period in which the interim and annual filings are being prepared; and

•information required to be disclosed by the Company in its annual filings, interim filings or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

Management, with the participation of the CEO and CFO, have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the United States Securities Exchange Act of 1034, as amended), at the end of the period. Based on their evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of April 30, 2023.

In connection with National Instrument 52-109 - Certificate of Disclosure in Issuer’s Annual and Interim Filings, the Chief Financial Officer of the Company has filed a Certificate with respect to the financial information contained in the consolidated financial statements for the year ended April 30, 2023, Annual Information Form, and this accompanying MD&A (together, the "Annual Filings").

For further information, the reader should refer to the Company’s Certificate of Interim Filings and the Annual Filings on SEDAR at www.sedar.com.

FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, deferred acquisition payments, and leases. The fair value of investment is determined based on “Level 3” inputs which consist of unobservable inputs to the valuation methodology used. As at April 30, 2023, the Company believes the carrying values of cash, amounts receivable, restricted cash, accounts payable and accrued liabilities, and deferred payments approximate their fair values because of their nature and relatively short maturity dates or durations.

RISKS AND UNCERTAINTIES

There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. A detailed description of the risks and uncertainties pertaining to the Company’s operations can be found in the Company’s Annual Information Form for the fiscal year ended April 30, 2023, which can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar. The Company is not aware of any significant changes to the risks and uncertainties disclosed at that time.

Financial Position and Additional Needs for Liquidity and Capital

The Company is a biopharmaceutical company focused on the development of novel, therapeutic antibodies. Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that a product candidate will fail to prove effective, gain regulatory approval or become commercially viable. The Company does not have any products approved by regulatory authorities and has not generated substantial revenues from collaboration and licensing agreements or clinical product sales to date, and has incurred significant research, development and other expenses related to ongoing

19

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

operations and expects to continue to incur such expenses. As a result, the Company has not been profitable and has incurred operating losses in every reporting period since its inception and has a significant accumulated deficit. Operating costs are expected to increase in the near term as the Company continues product development efforts and expects to continue until such time as any future product sales, royalty payments, licensing fees, and/or milestone payments are sufficient to generate revenues to fund continuing operations. In addition, the Company’s operating expenses are expected to increase compared to last year as a result of its United States public reporting company status. The Company is unable to predict the extent of any future losses or when this business section will become profitable, if ever. Even if the Company achieves profitability, it may not be able to sustain or increase profitability on an ongoing basis.

Research and Development and Product Development

The Company is a life science company that makes customized antibodies and is engaged in the research and product development of new antibodies, processes, procedures and innovative approaches to the antibody production. The Company has been engaged in such research and development activities for over 30 years and has had significant success. Continued investment in retaining key scientific staff, as well as an ongoing commitment in research and development activities, will continue to be a cornerstone in the Company’s development of new services, processes, and competitive advantages such as Rapid Prime™, B cell Select™, DeepDisplay™ and its methods for the production of human antibodies. The Company realizes that such research and product development activities endeavour, but cannot assure, the production of new and innovative processes, procedures or innovative approaches to antibody production or new antibodies. Furthermore, if it does not achieve sufficient market acceptance of its expansion of its commercialization of its products and services, it will be difficult for the Company to achieve consistent profitability. The Company’s marketing and sales approach and external sales personnel continues to introduce a steady stream of new partners.

Competition

Although the Company believes that there are only a limited number of full-service, biologics, CRO firms, the Company may face intense competition in selling its products and services. Some competitors may have marketing, financial, development and personnel resources which exceed those of the Company. As a result of this competition, the Company may be unable to maintain its operations or develop them as currently proposed on terms it considers acceptable or at all. Increased competition by larger, better-financed competitors with geographic advantages could materially and adversely affect the Company’s business, financial condition and results of operations. To remain competitive, the Company believes that it must effectively and economically provide: (i) products and services that satisfy partner demands, (ii) superior partner service, (iii) high levels of quality and reliability, and (iv) dependable and efficient distribution networks. Increased competition may require the Company to reduce prices or increase spending on sales and marketing and partner support, which may have a material adverse effect on its financial condition and results of operations. Any decrease in the quality of the Company’s products or level of service to partners or any occurrence of a price war among the Company’s competitors may adversely affect the business and results of operations. Partner reach, service and on-time delivery will continue to be a hallmark of the Company’s ability to compete with other market players. Further, the acquisitions translate to spreading the Company’s footprint on two continents. In addition, the Company has deployed a sales team tasked with continually sourcing and providing market intelligence as part of its activities.

Competition and Obsolescence

The pharmaceutical and biotechnology industries are characterized by rapid and continuous technological innovation. The Company competes with companies around the world that are engaged in the development and production of products and services, including pharmaceutical companies, biotechnology companies, and contract research companies. Academic institutions, governmental agencies and other research organizations also are conducting research and developing technologies in areas in which the Company provides services, either on its own or through collaborative efforts. The Company’s pharmaceutical and biotechnology company partners have internal departments that provide products and services that directly compete with the Company’s products and services. Many of the Company’s competitors offer a broader range of products and services and have greater access to financial, technical, scientific, business development, recruiting and other resources than the Company does, and some of its competitors may also operate with a lower cost

20

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

structure. The Company anticipates that it will face increased competition in the future as it expands its operations and its products and services and as new companies enter the market and advanced technologies become available. The Company’s products, services and expertise may become obsolete or uneconomical due to technological advances or entirely different approaches developed by the Company, its partners or one or more of its competitors. For example, advances in databases and molecular modeling tools that predict how effectively compounds will treat a targeted disease may render some of its technologies obsolete. While the Company plans to develop technologies that will give it a competitive advantage, it may not be able to develop the technologies necessary for it to successfully compete in the future. Additionally, the existing approaches of the Company’s competitors or new approaches or technologies developed by its competitors may be more effective than those it develops. The Company may not be able to compete successfully with existing or future competitors.

Other competitive factors could force the Company to lower prices or could result in reduced sales. In addition, new products developed by others could emerge as competitors to the Company’s drug candidates. If the Company is not able to compete effectively against current and future competitors, its business will not grow and its financial condition and operations will suffer.

Intellectual Property Protection

The Company’s success will depend on its ability to obtain, protect and enforce patents on its technology and products. Any patents that the Company may own or license in the future may not afford meaningful protection for its technology and products. The Company’s efforts to enforce and maintain its intellectual property rights may not be successful and may result in substantial costs and diversion of management time. In addition, others may challenge patents the Company may obtain in the future and, as a result, these patents could be narrowed, invalidated or rendered unenforceable or it may be forced to stop using the technology covered by these patents or to license the technology from third parties. In addition, current and future patent applications on which the Company depends may not result in the issuance of patents. Even if the Company’s rights are valid, enforceable and broad in scope, competitors may develop products based on similar technology that is not covered by the Company’s patents. Further, since there is a substantial backlog of patent applications at the various patent offices, the approval or rejection of the Company and its competitors’ patent applications may take several years.

In addition to patent protection, the Company also relies on copyright and trademark protection, trade secrets, know-how, continuing technological innovation and licensing opportunities. In an effort to maintain the confidentiality and ownership of the Company’s trade secrets and proprietary information, the Company requires its employees, consultants and advisors to execute confidentiality and proprietary information agreements. However, these agreements may not provide the Company with adequate protection against improper use or disclosure of confidential information and there may not be adequate remedies in the event of unauthorized use or disclosure. Furthermore, like many companies in the Company’s industry, the Company may from time to time hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities the Company conducts. In some situations, the Company’s confidentiality and proprietary information agreements may conflict with, or be subject to, the rights of third parties with whom its employees, consultants or advisors have prior employment or consulting relationships. Although the Company require its employees and consultants to maintain the confidentiality of all confidential information of previous employers, the Company or these individuals may be subject to allegations of trade secret misappropriation or other similar claims as a result of their prior affiliations. Finally, others may independently develop substantially equivalent proprietary information and techniques, or otherwise gain access to its trade secrets. The Company’s failure to protect its proprietary information and techniques may inhibit or limit its ability to exclude certain competitors from the market and execute its business strategies.

Failure of Laboratory Facilities

The Company’s operations could suffer as a result of a failure of its laboratory facilities. The Company’s business will be dependent upon a laboratory infrastructure to produce products and services. These systems and operations are vulnerable to damage and interruption from fires, earthquakes, telecommunications failures, and other events. Any such errors or inadequacies in the software that may be encountered could adversely affect operations, and such errors may be expensive or difficult to correct in a timely manner.

21

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

Further, many of the Company’s operations are comprised of complex mechanical systems that are subject to periodic failure, including aging fatigue. Such failures are unpredictable, and while the Company has made significant capital expenditures designed to create redundancy within these mechanical systems, strengthened biosecurity, improved operating procedures to protect against such contaminations, and replaced impaired systems and equipment in advance of such events, failures and/or contaminations may still occur.

The production of monoclonal and polyclonal antibodies requires state of the art laboratory facilities and the success of these laboratory services depends on the recruitment and retention of highly qualified technical staff to maintain the level and quality of standard of the Company’s products and services expected from partners.

There is no assurance that the Company will be able to expand and operate such state of the art laboratory services and recruit and retain qualified staff.

The Company produces and supplies antibodies and there is no guarantee that such production will be successful and produce the desired results. As a result, the Company continues to be exposed to potential liability that may exceed any insurance coverage that the Company may obtain in the future. As a result, the Company may incur significant liability exposure, which may exceed any insurance coverage that the Company may obtain in the future. Even if the Company elects to purchase such insurance in the future, the Company may not be able to maintain adequate levels of insurance at reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured claims may increase the Company’s operating loss and affect its financial condition.

Pandemic Risk

The Company is currently unable to determine whether the ongoing COVID-19 pandemic will have a negative effect on the Company’s results for the duration of the outbreak. There has been minimal impact on the Company’s operations and results to date, and the Company has not experienced negative impact on partner sales or the supply chain. The Company’s sales, operations and financial performance could suffer given a potential rapidly spreading virus. Internally, the virus may infect its employees resulting in operating at lower productivity levels or even a complete laboratory shutdown. The Company’s business is dependent on its laboratories to produce its products and services which if not operating will impact the financial performance of the company and its ability to meet its obligations. The Company has diversified geographic locations with the ability to perform similar services at other sites. In addition, certain roles have the ability to work remotely, and the Company has business interruption insurance which may aid in the recovery of lost profits. External factors may also contribute to this risk, such as the impact of a pandemic on the Company’s partners and suppliers.

Selection and Integration of Acquired Businesses and Technologies

The Company has expanded its business through acquisitions. The Company may plan to continue to acquire businesses and technologies and form strategic alliances. However, businesses and technologies may not be available on terms and conditions the Company finds acceptable. The Company risks spending time and money investigating and negotiating with potential acquisition or alliance partners, but not completing transactions.

Acquisitions and alliances involve numerous risks which may include:

•difficulties in achieving business and financial success;

•difficulties and expenses incurred in assimilating and integrating operations, services, products, technologies or pre-existing relationships with the Company’s clients, distributors and suppliers;

•challenges with developing and operating new businesses, including those that are materially different from the Company’s existing businesses and that may require the development or acquisition of new internal capabilities and expertise;

22

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

•potential losses resulting from undiscovered liabilities of acquired companies that are not covered by the indemnification the Company may obtain from the seller or the insurance acquired in connection with the transaction;

•loss of key employees;

•the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies;

•diversion of management’s attention from other business concerns;

•a more expansive regulatory environment;

•acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of the Company’s common stock to the shareholders of the acquired company, dilutive to the percentage of ownership of the Company’s existing shareholders;

•differences in foreign business practices, customs and importation regulations, language and other cultural barriers in connection with the acquisition of foreign companies;

•new technologies and products may be developed that cause businesses or assets the Company acquires to become less valuable; and

•disagreements or disputes with prior owners of an acquired business, technology, service or product that may result in litigation expenses and diversion of the Company’s management’s attention.

If an acquired business, technology or an alliance does not meet the Company’s expectations, its results of operations may be adversely affected.

Some of the same risks exist when the Company decides to sell a business, site or product line. In addition, divestitures could involve additional risks, including the following:

•difficulties in the separation of operations, services, products, and personnel;

•diversion of management’s attention from other business concerns; and

•the need to agree to retain or assume certain current or future liabilities in order to complete the divestiture.

The Company continually evaluates the performance and strategic fit of its businesses (including specific product lines and service offerings) to determine whether any divestitures are appropriate. Any divestitures may result in significant write-offs, including those related to goodwill and other intangible assets and which could have an adverse effect on the Company’s results of operations and financial condition. In addition, the Company may encounter difficulty in finding buyers or alternative exit strategies at acceptable prices and terms, and in a timely manner. The Company may not be successful in managing these or any other significant risks that it encounters in divesting a business, site or product line or service offering and, as a result, may not achieve some or all of the expected benefits of the divestiture.

23

 

IMMUNOPRECISE ANTIBODIES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2023

FURTHER INFORMATION:

Additional information relating to the Company can be found on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

24

EX-99.4

Exhibit 99.4

CERTIFICATION

I, Jennifer Bath, certify that:

1.I have reviewed this annual report on Form 40-F of ImmunoPrecise Antibodies Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditor and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: July 10, 2023	By:	/s/ Jennifer Bath
		Jennifer Bath
		Chief Executive Officer
		(Principal Executive Officer)

EX-99.5

Exhibit 99.5

CERTIFICATION

I, Brad McConn, certify that:

1.I have reviewed this annual report on Form 40-F of ImmunoPrecise Antibodies Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditor and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: July 10, 2023	By:	/s/ Brad McConn
		Brad McConn
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-99.6

Exhibit 99.6

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ImmunoPrecise Antibodies Ltd. (the “Company”) on Form 40-F for the period ended April 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jennifer Bath, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 10, 2023	/s/ Jennifer Bath
	Jennifer Bath
	Chief Executive Officer
	(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to ImmunoPrecise Antibodies Ltd. and will be retained by ImmunoPrecise Antibodies Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.7

Exhibit 99.7

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ImmunoPrecise Antibodies Ltd. (the “Company”) on Form 40-F for the period ended April 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brad McConn, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 10, 2023	/s/ Brad McConn
	Brad McConn
	Chief Financial Officer
	(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to ImmunoPrecise Antibodies Ltd. and will be retained by ImmunoPrecise Antibodies Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.8

Exhibit 99.8

We hereby consent to the inclusion in this Annual Report on Form 40-F for the year ended April 30, 2023 of ImmunoPrecise Antibodies, Ltd. of our report dated July 10, 2023, with respect to the consolidated financial statements included as Exhibit 99.2 in this Annual Report. We also consent to the incorporation by reference of our report in the Registration Statements of ImmunoPrecise Antibodies Ltd. on Form S-8 (File No. 333-256730). We also consent to the use of our name as it appears under the caption “Interests of Experts”, which appears in the Annual Information Form, included as Exhibit 99.1 to the Annual Report of ImmunoPrecise Antibodies, Ltd., on Form 40-F.

/s/ GRANT THORNTON LLP

Houston, Texas

July 10, 2023

XML

Cover Page	12 Months Ended
	Apr. 30, 2023 shares
Document Information [Line Items]
Document Type	40-F
Amendment Flag	false
Document Period End Date	Apr. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	IMMUNOPRECISE ANTIBODIES LTD.
Entity Central Index Key	0001715925
Entity File Number	001-39530
Entity Tax Identification Number	98-1508109
Current Fiscal Year End Date	--04-30
Entity Incorporation, State or Country Code	A1
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	3204-4464 Markham Street
Entity Address, City or Town	Victoria
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V8Z 7X8
City Area Code	250
Local Phone Number	483-0308
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	IPA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	25,050,260
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Entity Primary SIC Number	8731
Document Annual Report	true
Document Registration Statement	false
Annual Information Form	true
Audited Annual Financial Statements	true
Auditor Name	GRANT THORNTON LLP
Auditor Firm ID	248
Auditor Location	Houston, Texas
Business Contact [Member]
Document Information [Line Items]
Contact Personnel Name	ImmunoPrecise Antibodies (USA), Ltd.
Entity Address, Address Line One	4837 Amber Valley Parkway Suite 11
Entity Address, City or Town	Fargo
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58104
City Area Code	701
Local Phone Number	353-0022

XML

Consolidated Statements of Financial Position - CAD ($) $ in Thousands	Apr. 30, 2023	Apr. 30, 2022
Current assets
Cash	$ 8,280	$ 29,965
Amounts receivable, net	3,247	2,503
Sales tax receivable	358	277
Income taxes receivable	178
Inventory	2,060	1,615
Unbilled revenue	632	629
Prepaid expenses	2,037	2,481
Total current assets	16,792	37,470
Restricted cash	86	82
Deposit on equipment	332	369
Investment at fair value through profit and loss	115	142
Property and equipment	10,392	3,559
Intangible assets	30,925	32,390
Goodwill	19,171	19,635
Total assets	77,813	93,647
Current liabilities
Accounts payable and accrued liabilities	3,386	4,768
Sales tax payable	2	31
Deferred revenue	977	1,034
Income taxes payable		420
Convertible debentures – liability component		1,312
Leases	1,116	987
Deferred acquisition payments	439	740
Current liabilities	5,920	9,292
Leases	6,151	468
Deferred acquisition payments	278	497
Deferred income tax liability	7,661	8,105
Total liabilities	20,010	18,362
SHAREHOLDERS' EQUITY
Share capital	117,470	114,559
Convertible debentures – equity component		103
Contributed surplus	10,796	9,630
Accumulated other comprehensive income (loss)	2,625	(2,479)
Accumulated deficit	(73,088)	(46,528)
Equity	57,803	75,285
Total liabilities and shareholders' equity	$ 77,813	$ 93,647

XML

Consolidated Statements of Comprehensive Loss - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Profit or loss [abstract]
REVENUE	$ 20,665	$ 19,364
COST OF SALES	9,102	8,381
GROSS PROFIT	11,563	10,983
EXPENSES
Research and development	12,280	7,663
Sales and marketing	3,608	2,678
General and administrative	19,812	15,377
Amortization of intangible assets	4,414	2,013
Total expenses	40,114	27,731
Loss before other income (expenses) and income taxes	(28,551)	(16,748)
OTHER INCOME (EXPENSES)
Accretion	(30)	(85)
Grant and subsidy income	332	75
Interest and other income	270	279
Unrealized foreign exchange gain	227	631
Other income (expenses)	799	900
Loss before income taxes	(27,752)	(15,848)
Income taxes	1,192	(861)
NET LOSS FOR THE YEAR	(26,560)	(16,709)
Items that will be reclassified subsequently to loss
Exchange difference on translating foreign operations	5,104	(1,792)
COMPREHENSIVE LOSS FOR THE YEAR	$ (21,456)	$ (18,501)
LOSS PER SHARE - BASIC AND DILUTED	$ (1.07)	$ (0.85)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	24,897,185	19,688,487

XML

Consolidated Statements of Changes in Shareholders' Equity - CAD ($) $ in Thousands	Total	IPA Europe	BioStrand B.V.	Share Capital	Share Capital IPA Europe	Share Capital BioStrand B.V.	Convertible Debentures-Equity Component	Contributed Surplus	Accumulated Other Comprehensive (Loss) Income	Deficit
Beginning balance at Apr. 30, 2021	$ 56,924			$ 80,102			$ 127	$ 7,201	$ (687)	$ (29,819)
Beginning balance, shares at Apr. 30, 2021	19,169,216
Shares issued pursuant to deferred acquisition		$ 503	$ 29,122		$ 503	$ 29,122
Shares issued pursuant to deferred acquisition, shares		41,488	4,077,774
Shares issued pursuant to option exercise	$ 612			1,013				(401)
Shares issued pursuant to option exercise, shares	188,000
Shares issued pursuant to warrant exercise	$ 3,238			3,491				(253)
Shares issued pursuant to warrant exercise, shares	925,076
Shares issued pursuant to conversion of convertible debentures	$ 304			328			(24)
Shares issued pursuant to conversion of convertible debentures, shares	75,292
Share-based payments	$ 3,083							3,083
Comprehensive income (loss) for the period	(18,501)								(1,792)	(16,709)
Ending balance at Apr. 30, 2022	$ 75,285			114,559			103	9,630	(2,479)	(46,528)
Ending balance, shares at Apr. 30, 2022	24,476,846
Shares issued pursuant to option exercise	$ 716			1,493				(777)
Shares issued pursuant to option exercise, shares	263,537
Shares issued pursuant to conversion of convertible debentures	$ 1,315			1,418			$ (103)
Shares issued pursuant to conversion of convertible debentures, shares	309,877
Share-based payments	$ 1,943							1,943
Comprehensive income (loss) for the period	(21,456)								5,104	(26,560)
Ending balance at Apr. 30, 2023	$ 57,803			$ 117,470				$ 10,796	$ 2,625	$ (73,088)
Ending balance, shares at Apr. 30, 2023	25,050,260

XML

Consolidated Statements of Cash Flows - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Operating activities:
Net loss for the period	$ (26,560)	$ (16,709)
Items not affecting cash:
Accretion	30	85
Amortization and depreciation	6,685	3,769
Asset impairment	2,460	167
Deferred income taxes	(926)	(336)
Foreign exchange	(146)	(519)
Gain on investment	(43)	(43)
Share-based payments	1,943	3,083
Items not affecting cash	(16,557)	(10,503)
Amounts receivable	(561)	163
Inventory	(185)	(501)
Unbilled revenue	21	91
Prepaid expenses	90	(772)
Accounts payable and accrued liabilities	(1,665)	1,462
Sales and income taxes payable and receivable	(896)	152
Deferred revenue	(80)	(13)
Net cash used in operating activities	(19,833)	(9,921)
Investing activities:
Purchase of equipment	(1,495)	(1,066)
Security depost on leases	40	(259)
Acquisition of BioStrand		(3,692)
Purchase of customer list		(191)
Deferred acquisition payment	(592)	0
Sale of QVQ Holdings BV shares	80	0
Net cash used in investing activities	(1,967)	(5,208)
Financing activities:
Proceeds on share issuance, net of transaction costs	716	3,850
Share issue cost pursuant to the acquisition of BioStrand		(5)
Repayment of leases	(1,337)	(962)
Net cash provided by financing activities	(621)	2,883
Decrease in cash during the period	(22,421)	(12,246)
Foreign exchange	740	455
Cash – beginning of the year	30,047	41,838
Cash – end of the year	8,366	30,047
Cash is comprised of:
Cash	8,280	29,965
Restricted cash	86	82
Cash paid for interest	263	38
Cash paid for income tax	$ 591	$ 1,185

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Nature of Operations

12 Months Ended

Apr. 30, 2023

Disclosure Of Nature Of Operations [Abstract]

Nature Of Operations

1.NATURE OF OPERATIONS

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

Going concern basis

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. The Company has incurred operating losses since its inception, including $26.6 million for the year ended April 30, 2023, and has accumulated a deficit of $73.1 million as of April 30, 2023. The Company had $8.4 million cash on hand as of April 30, 2023. The Company expects its cash on hand as of April 30, 2023 will be insufficient to fund the Company’s operations for at least one year from the date these financial statements are available to be issued. These conditions raise material uncertainties which cast significant doubt as to whether the Compnay will be able to continue as a going concern should it not be able to obtain financing necessary to fund its planned revenue growth and working capital requirements.

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

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Basis of Presentation

12 Months Ended

Apr. 30, 2023

Basis Of Accounting [Abstract]

BASIS OF PRESENTATION

2.BASIS OF PRESENTATION

(a)Statement of compliance

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

These consolidated financial statements were approved by the Board of Directors.

(b)Basis of measurement

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

(c)Basis of consolidation

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

Name of Subsidiary	% Equity Interest - April 30, 2023 and 2022	Country of Incorporation	Functional Currency
ImmunoPrecise Antibodies (Canada) Ltd.	100%	Canada	Canadian dollar
ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA")	100%	USA	US dollar
ImmunoPrecise Antibodies (N.D.) Ltd.	100%	USA	US dollar
ImmunoPrecise Antibodies (MA) LLC	100%	USA	US dollar
Talem Therapeutics LLC ("Talem")	100%	USA	US dollar
ImmunoPrecise Netherlands B.V.	100%	Netherlands	Euro
ImmunoPrecise Antibodies (Europe) B.V. ("IPA Europe")	100%	Netherlands	Euro
BioStrand B.V.	100%	Belgium	Euro
Idea Family B.V.	100%	Belgium	Euro
BioKey B.V.	100%	Belgium	Euro
BioClue B.V.	100%	Belgium	Euro
ImmunoPrecise Antibodies (Quebec), Ltd.	100%	Canada	Canadian dollar
9438-9244 Quebec, Inc.	100%	Canada	Canadian dollar

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

(d)Functional and presentation currency

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

Foreign currency translation

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

Foreign currency transactions

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

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

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Significant Accounting Policies

12 Months Ended

Apr. 30, 2023

Disclosure Of Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

3.SIGNIFICANT ACCOUNTING POLICIES

Business combinations

Acquisitions of businesses are accounted for using the acquisition model. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

Revenue recognition

The Company recognizes revenue from sale of antibodies and service agreements.

Sale of antibodies: Revenue from sale of antibodies is recognized when the terms of a contract with a customer have been satisfied. This occurs when:

• The control over the product has been transferred to the customer; and

• The product is received by the customer or transfer of title to the customer occurs upon shipment.

Following delivery, the customer bears the risks of obsolescence and loss in relation to the goods. Revenue is recognized based on the price specified in the contract, net of estimated sales discounts and returns.

Contract revenue:

Revenues from contracted services are generally recognized as the performance obligations are satisfied over time, and the related expenditures are incurred pursuant to the terms of the agreement. Contract revenue is recognized over time when the key milestones contained within the contract are satisfied and there is an enforceable right to payment for performance completed to date. For contracts with no enforceable right to payment when the contract is incomplete, contract revenue is recognized when the customers are satisfied with the service at the end of the contract and control of the product has been transferred to the customer.

Unbilled revenue and deferred revenue:

Amounts recognized as revenue in excess of billings are classified as unbilled revenue. Amounts received in advance of the performance of services are classified as deferred revenue.

Cost of sales:

Cost of sales includes materials, direct labor, and allocation of overhead including depreciation of lab equipment.

Financial instruments

Recognition and Classification

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument.

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.

Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

	Classification and measurement IFRS 9
Cash	Amortized cost
Amounts receivable	Amortized cost
Investment	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Convertible Debentures	Amortized cost
Deferred acquisition payments	Amortized cost

Measurement

Financial assets and liabilities at FVTPL:

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).

Financial assets at FVTOCI:

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Impairment of financial assets at amortized cost:

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses.

Irrespective of the preceding policy, the Company always measures the loss allowance of trade receivables at an amount equal to the lifetime expected credit losses.

The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets:

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities:

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets, is recognized in profit or loss.

Government assistance

The Company periodically applies for financial assistance under available government incentive programs. Government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Government assistance relating to research and development expenditures is recorded as a reduction of current year's expenses when the related expenditures are incurred.

Government grant

The Company periodically applies for financial assistance under available government incentive programs. The grant is recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received. All funds received as part of the grant or subsidies are reflected in grant and subsidy income.

Inventory

Inventory consists of supplies, parts and antibodies and is valued at the lower of weighted average cost and net realizable value. Costs include acquisition, freight and other directly attributable costs.

Equipment and leasehold improvements

Equipment and leasehold improvements are stated at cost, less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method over the following terms:

Asset	Basis	Term
Lab equipment	Straight line	5 years
Furniture and equipment	Straight line	5 years
Computer hardware	Straight line	2 years
Computer software	Straight line	1 year
Building	Straight line	Remaining term of the property lease
Automobile	Straight line	Remaining term of the automobile lease
Leasehold improvements	Straight line	Shorter of useful life and remaining term of the lease plus the first renewal option

The Company evaluates equipment and leasehold improvements for indications of impairment at the end of each reporting period. Impairment losses are immediately recognized in profit and loss.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Amortization for intangible assets with finite lives is provided over the following terms:

Asset	Basis	Term
Internally generated development costs	Straight line	5 years
Intellectual property	Straight line	10 - 15 years
Proprietary processes	Straight line	5 years
Certifications	Straight line	1 year
Customer list	Straight line	2 years

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not subject to amortization and an impairment test is performed annually or as events occur that could indicate impairment.

Goodwill is reported at cost less any impairment. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). To test for impairment, goodwill is allocated to each of the Company’s CGUs, groups of CGUs, or an operating segment expected to benefit from the acquisition. Goodwill is tested by combining the carrying amounts of equipment and leasehold improvements, intangible assets and goodwill and comparing this to the recoverable amount. Fair value less costs of disposal is price to be received in an orderly transaction between market participants. Value in use is assessed using the present value of the expected future cash flows. Any excess of the carrying amount over the recoverable amount is recorded as impairment. Impairment charges, which are not tax affected, are recognized in profit or loss and are not reversed.

During the year ended April 30, 2023, the Company recorded an impairment charge of $2.5 million related to the BioStrand CGU. See Note 9 for more information.

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of their carrying amount to the recoverable amount. The recoverable amount is the higher of the fair value less costs of disposal or the value in use. Value in use is determined by the present value of the future cash flows from the asset. If the recoverable amount is less than the carrying amount, then there is impairment. Where an impairment loss exists, the portion of the carrying amount exceeding the recoverable amount is recorded as an expense immediately. Assets that have been impaired in prior periods are tested for possible reversal of impairment whenever events or changes in circumstance indicate that the impairment has reversed. If the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount but not beyond the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. The reversal is recognized in profit or loss immediately.

Income taxes

Income taxes are recognized in the statement of comprehensive income (loss), except where they relate to items recognized directly in equity, in which case the related taxes are recognized in equity.

Deferred tax assets and liabilities are recognized based on the difference between the tax and accounting values of assets and liabilities and are calculated using enacted or substantively enacted tax rates for the periods in which the differences are expected to reverse. The effect of tax rate changes is recognized in profit or loss or equity, as applicable, in the period of substantive enactment. Current taxes receivable or payable are estimated on taxable income for the current year at the statutory tax rates enacted or substantively enacted.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits of the relevant entity or group of entities, in a particular jurisdiction, will be available against which the assets can be utilized. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.

Investment tax credits (“ITCs”) are accounted for as a reduction in the cost of the expense when there is reasonable assurance that such credits will be realized. These ITCs are used to reduce current income taxes payable.

Leases

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The liabilities for leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life or the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

Research and development

Research and development cost is charged to the income statement in the period in which it is incurred. Property, plant and equipment used for research and development is capitalized and depreciated in accordance with the equipment and leasehold improvements policy.

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. The Company's common shares are classified as equity instruments.

Proceeds from unit placements are allocated between common shares and warrants issued based on the residual value method, with the common shares being valued first.

Share issuance costs

Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations.

Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.

All equity-settled share-based payments are reflected in contributed surplus, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, adjusted for any consideration paid.

Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. In periods where a net loss is incurred, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive and basic and diluted loss per common share is the same. In a profit year, under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average price during the year.

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Adoption of New Accounting Standards

12 Months Ended

Apr. 30, 2023

Disclosure of initial application of standards or interpretations [abstract]

Adoption of New Accounting Standards

4.ADOPTION OF NEW ACCOUNTING STANDARDS

Standards adopted

Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)

The amendments to IAS 37 specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. Costs that relate directly to a contract can either be incremental costs of fulfilling contracts (an example would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract).

The Company adopted this standard effective May 1, 2022. The adoption of the amendment to IAS 37 did not have an impact on the Company’s consolidated financial statements for the year ended April 30, 2023.

Standards not yet adopted

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

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

These amendments are effective for reporting periods beginning on or after January 1, 2024, which is our fiscal year ending April 30, 2025.

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Critical Accounting Estimates And Judgements

12 Months Ended

Apr. 30, 2023

Critical Accounting Estimates And Judgments [Abstract]

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

5.CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised.

Judgements

Business combinations

Acquisitions of a business are accounted for as a business combination if the assets acquired and liabilities assumed constitute a business in accordance with IFRS 3. Judgement is required to determine if the transaction meets the definition of a business combination.

During the year ended April 30, 2022, the Company acquired all the issued and outstanding shares of Idea Family BV, BioStrand BV, BioKey BV, and BioClue BV (collectively “BioStrand”), as detailed in Note 6. Management concluded that BioStrand met the definition of a business, and accounted for the transaction as a business combination.

The acquisition of BioStrand includes potential future earn-out payments dependent on the future profitability of the business. Judgement was required to determine whether the payments constitute an exchange for the business or are transactions separate from the business combination. The potential future earn-out payments to the selling shareholders of BioStrand will be accounted for separate from the business combination (see Note 18).

Impairments

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). Management applies judgement to determine CGUs. Each asset or CGU is evaluated every reporting period to determine whether there are any indicators of impairment. If any such indicators exist, which is often judgment based, a formal estimate of recoverable amount is performed and an impairment charge is recognized to the extent that the carrying amount exceeds the recoverable amount.

The Company performs a goodwill impairment test annually and when circumstances indicate that the carrying value may not be recoverable. For the purposes of impairment testing, goodwill acquired through business combinations has been allocated to three different CGUs, the Company’s Oss and Utrecht locations at IPA Europe, and BioStrand. The goodwill allocated to Oss, Utrecht, and BioStrand was $3.1 million, $4.7 million and $11.4 million, respectively, as at April 30, 2023. The goodwill allcoated to BioStrand includes an impairment charge during the year ended April 30, 2023 of $2.5 million (see Note 9).

Estimates

Business combinations

At acquisition date, the identifiable assets acquired and liabilities assumed in a business combination are recognized at their fair value. Goodwill is measured as the excess of the consideration transferred over the net of the acquisition-date fair values of the identifiable assets acquired and liabilities assumed. Estimates are required to determine the fair value of assets acquired and liabilities assumed, and estimated fair values may vary from prices that would be achieved in an arm’s length transaction at the acquisition date (see Note 6).

Impairment of long-lived assets

The recoverable amount of an asset or CGU of assets is measured at the higher of fair value less costs of disposal or value in use. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reversed with the impact recorded in profit or loss.

The recoverable amount of each CGU was based on value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The cash flows were projected over a five-year period for the Company's Utrecht and Oss locations, and an eight-year period for BioStrand. The projections are based on past experience and actual operating results.

The Company performed its annual goodwill impairment test in April 2023 and identified impairment of the BioStrand CGU. The values assigned to the key assumptions represented management’s assessment of future trends in the industry and were based on historical data from both internal and external sources. See Note 9 for details on the weighted average cost of capital used in the assesments of the three CGUs.

Useful life of intangible assets

Intangible assets are amortized based on estimated useful life less their estimated residual value. Significant assumptions are involved in the determination of useful life and residual values and no assurance can be given that the actual useful lives and residual values will not differ significantly from current assumptions. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, attributes of the assets and experience with similar assets. Changes to these estimates may affect the carrying value of assets, net income (loss) and comprehensive income (loss) in future periods (see Note 8).

Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit and loss over the vesting period. The Company makes assumptions to determine the estimated forfeiture rate of the share options, and these estimates are reviewed at the end of each reporting period. Changes to these estimates may affect contributed surplus and net income (loss) (see Note 12).

Reclassification

For the period ended October 31, 2022, the Company changed the presentation of its expense analysis from the nature of expense method to the function of expense method. In accordance with IAS 1, the Company reclassified comparative amounts beginning with the period started May 1, 2021. The reclassification is intended to provide more relevant information about the activities of separate functions at the Company, along with increased comparability to industry peers.

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Acquisition of BioStrand

12 Months Ended

Apr. 30, 2023

BioStrand B.V.

Disclosure Of Business Combinations [Line Items]

ACQUISITION OF BIOSTRAND

6.ACQUISITION OF BIOSTRAND

On April 13, 2022, the Company acquired all the issued and outstanding shares of BioStrand B.V., BioKey B.V., BioClue B.V. and Idea Family B.V. (collectively “BioStrand”) on terms as follows:

€2.7 million (CAD $3.7 million) was paid in cash on closing;

4,077,774 common shares of the Company were issued on closing;

Deferred cash payment of €0.5 million (CAD $0.7 million) to be paid 90 days subsequent to closing; and

Deferred cash payment of €0.5 million (CAD $0.6 million) to be paid over 3 years on the anniversary of the closing date.

BioStrand focuses on technology in the field of bioinformatics and biotechnology related to the identification of characteristic biological sequences in proteins, RNA and DNA, and their different information layers, the development of a knowledgebase containing these characteristic biological sequences and information layers, and the use of this database to process biological sequences and compare processed biological sequences. The acquisition provides the Company with advanced omics capabilities to enhance its antibody discovery processes and offer multi-omics data analysis to its clients.

The transaction was accounted for as a business combination, as the operations of BioStrand meet the definition of a business. As the transaction was accounted for as a business combination, legal and consulting costs of $0.7 million and $0.1 million, respectively, were expensed during the year ended April 30, 2022. The goodwill resulting from the allocation of the purchase price to the total fair value of net assets will represent the sales growth potential and assembled workforce of BioStrand.

During the three months ended July 31, 2022, the Company recorded the right-of-use assets and lease liabilities in connection with building and vehicle leases at BioStrand. During the three months ended October 31, 2022, the Company adjusted goodwill upon the finalization of the deferred cash payment paid 90 days subsequent to closing. Both adjustments occurred during the measurement period and were applied retrospectively. The Company has allocated the purchase price as follows:

(in thousands)	$
Cash		4,985
Common shares of the Company		29,126
Fair value of consideration		34,111
Cash		36
Amounts receivable		80
Unbilled revenue		8
Equipment and right-of-use assets		247
Intellectual property (not deductible for tax purposes)		28,459
Proprietary processes (not deductible for tax purposes)		391
Goodwill (not deductible for tax purposes)		12,658
Accounts payable and accrued liabilities assumed		(342	)
Deferred revenue		9
Leases		(223	)
Deferred income tax liability		(7,212	)
		34,111

The intellectual property assets are primarily comprised of acquired technology assets that are expected to have a useful life of 15 years.

The fair value of the 4,077,774 common shares issued ($29.1 million) was determined based on the Canadian dollar equivalent of the consideration required of €21.3 million pursuant to the share purchase agreement using the closing stock price at` the date of the acquisition. The common shares are subject to an escrow agreement, and will be released to the vendors on the following schedule: 15% one year after closing, 20% two years after closing, and 65% three years after closing.

The operating results for BioStrand have been recognized in the consolidated statement of comprehensive loss beginning on April 13, 2022, the effective date of control. During the year ended April 30, 2022, the Company recorded a net loss of $0.2 million related to BioStrand.

The deferred cash payments of €1.0 million was fair valued on the date of acquisition using a discounted cash flow model. The changes in the value of the subsequent payments during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	$
Balance, April 30, 2021		—
Amount at date of acquisition		1,317
Foreign exchange		(12	)
Balance, April 30, 2022		1,305
Foreign exchange		45
Accretion		27
Working capital adjustment		(68	)
Deferred acquisition payment		(592	)
Balance, April 30, 2023		717
Less: Current portion		(439	)
Non-current portion		278

The share purchase agreement related to the acquisition of BioStrand includes contingent earnout payments (see Note 18).

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Property and Equipment

12 Months Ended

Apr. 30, 2023

Disclosure of detailed information about property, plant and equipment [abstract]

PROPERTY AND EQUIPMENT

7.PROPERTY AND EQUIPMENT

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

(in thousands)	Computer Hardware $			Furniture & Equipment $			Computer Software $			Building $			Automobile $			Leasehold Improvements $		Lab Equipment $			WIP - Leasehold Improvements $			Total $
Cost:
Balance, April 30, 2021		96			36			49			2,730			94			353		5,048			—			8,406
Additions		39			3			—			311			1			—		991			138			1,483
Acquisition of BioStrand		24			—			—			69			152			—		—			—			245
Disposals		(21	)		(5	)		—			—			—			—		—			—			(26	)
Lease modification		—			—			—			(22	)		—			—		—			—			(22	)
Subsidy reimbursement		—			—			—			—			—			—		(106	)		—			(106	)
Asset impairment		—			—			—			(363	)		—			—		—			—			(363	)
Foreign exchange		(2	)		1			(2	)		(139	)		(8	)		—		(261	)		—			(411	)
Balance, April 30, 2022		136			35			47			2,586			239			353		5,672			138			9,206
Additions		138			—			—			7,593			—			101		1,064			28			8,924
Completion of work-in-process		—			—			—			—			—			166		—			(166	)		—
Disposals		(3	)		—			—			(1,290	)		(95	)		—		(700	)		—			(2,088	)
Foreign exchange		17			18			3			196			23			6		437			—			700
Balance, April 30, 2023		288			53			50			9,085			167			626		6,473			—			16,742
Accumulated Depreciation:
Balance, April 30, 2021		61			28			42			1,334			27			296		2,594			—			4,382
Depreciation		31			6			7			698			23			51		940			—			1,756
Disposals		(21	)		(5	)		—			—			—			—		—			—			(26	)
Asset impairment		—			—			—			(196	)		—			—		—			—			(196	)
Foreign exchange		(1	)		—			(2	)		(100	)		(4	)		1		(163	)		—			(269	)
Balance, April 30, 2022		70			29			47			1,736			46			348		3,371			—			5,647
Depreciation		84			3			—			1,109			58			40		977			—			2,271
Disposals		(3	)		—			—			(1,274	)		(57	)		—		(507	)		—			(1,841	)
Foreign exchange		6			1			3			181			10			—		72			—			273
Balance, April 30, 2023		157			33			50			1,752			57			388		3,913			—			6,350
Net Book Value:
April 30, 2022		66			6			—			850			193			5		2,301			138			3,559
April 30, 2023		131			20			—			7,333			110			238		2,560			—			10,392

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Intangible Assets

12 Months Ended

Apr. 30, 2023

Disclosure of detailed information about intangible assets [abstract]

INTANGIBLE ASSETS

8.INTANGIBLE ASSETS

Changes in the value of the intangible assets during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	Internally Generated Development Costs $			Intellectual Property $			Proprietary Processes $			Certifications $			Customer List $			Total $
Cost:
Balance, April 30, 2021		33			4,089			7,635			138			—			11,895
Costs expensed		—			—			—			—			191			191
Acquisition of BioStrand		—			28,459			391			—			—			28,850
Foreign exchange		—			(634	)		(667	)		(12	)		(11	)		(1,324	)
Balance, April 30, 2022		33			31,914			7,359			126			180			39,612
Foreign exchange		—			3,229			744			13			18			4,004
Balance, April 30, 2023		33			35,143			8,103			139			198			43,616
Accumulated Amortization:
Balance, April 30, 2021		1			1,445			4,391			—			—			5,837
Amortization		7			398			1,577			—			31			2,013
Foreign exchange		—			(150	)		(477	)		—			(1	)		(628	)
Balance, April 30, 2022		8			1,693			5,491			—			30			7,222
Amortization		7			2,710			1,477			128			92			4,414
Foreign exchange		(1	)		372			665			9			10			1,055
Balance, April 30, 2023		14			4,775			7,633			137			132			12,691
Net Book Value:
April 30, 2022		25			30,221			1,868			126			150			32,390
April 30, 2023		19			30,368			470			2			66			30,925

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Goodwill

12 Months Ended

Apr. 30, 2023

Disclosure of detailed information about intangible assets [abstract]

Goodwill

9.GOODWILL

The goodwill was acquired as a result of the acquisitions of U-Protein, IPA Europe and, BioStrand. The changes in the value of goodwill during the year ended April 30, 2023 and 2022 are as follows:

(in thousands)	$
Balance, April 30, 2021		7,777
Foreign exchange		(677	)
Acquisition of BioStrand		12,535
Balance, April 30, 2022		19,635
Foreign exchange		1,996
Asset impairment		(2,460	)
Balance, April 30, 2023		19,171

Impairment testing

For annual impairment testing, goodwill is allocated to the following cash-generating units:

(in thousands)	April 30, 2023 $		April 30, 2022 $
Oss		3,109		2,823
Utrecht		4,710		4,277
BioStrand		11,352		12,535
		19,171		19,635

The recoverable amount of each cash-generating unit was based on value-in-use calculations, and determined using a five-year forecast for Utrecht and Oss and an eight-year forecast for BioStrand, followed by a terminal growth rate determined by management. The present value of the forecasted cash flows of each cash-generating unit is determined by applying a discount rate reflecting a current market assessment of the time value of money and risks specific to the cash-generating units. The recoverable amount, growth rate assumptions and discount rates for each cash-generating unit as at April 30, 2023 and 2023 are as follows:

	Recoverable amount				Terminal growth rates						Discount rates
(in thousands)	2023 $		2022 $		2023 %			2022 %			2023 %			2022 %
Oss		6,723		9,493		2.2	%		2.0	%		28.1	%		14.3	%
Utrecht		11,405		12,483		2.2	%		2.0	%		24.1	%		14.3	%
BioStrand		31,546		—		2.5	%		—			33.1	%		—

The terminal growth rates reflect the average GDP growth rate of the Netherlands and Belgium. The discount rates reflect management’s assessment of market and specific risk of the cash-generating units. Both the Oss and Utrecht cash-generating units operate in the same region and are included in the same operating segment of the Company. The cash flow forecasts include a key management assumption that future profit margins will remain stable, and is based on previous performance of the cash-generating units. The assumption for future profit margins is based on management’s review of the prior three years of performance of the cash-generating units.

During the year ended April 30, 2023, the Compay recorded an impairment loss of $2.5 million for the BioStrand CGU. The loss was recorded as a reduction in goodwill. The primary factor for the impairment included a rise in the discount rate as compared to the prior year, along with a delay in expected cash flows in the forecast. The increased discount rate relates to increases in the forecast risk for the BioStrand CGU, increased economic risk, and increased global interest rates as compared to the prior year.

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Convertible Debentures

12 Months Ended

Apr. 30, 2023

Convertible Debentures [Abstract]

CONVERTIBLE DEBENTURES

10.CONVERTIBLE DEBENTURES

On May 15, 2020, the Company closed a non-brokered private placement financing by issuing 10% convertible debentures (“New Debentures”) for total proceeds of $2.59 million. On May 27, 2020, the Company issued an additional $0.04 million of the 10% New Debentures. In total, the Company issued $2.6 million of the New Debentures. The New Debentures are unsecured, bear interest at a rate of 10% per year and payable at maturity. The maturity date is May 15, 2022 for $2.59 million of the New Debentures and May 22, 2022 for $0.04 million of the New Debentures. The principal amount of the New Debentures may be convertible, at the option of the holder, into units of the Company at a conversion price of $4.25 per share. The Company may force convert the principal amount of the New Debentures at $4.25 per share if the average closing price is equal to or greater than $7.50 for 20 trading days.

The fair value of the New Debentures at the time of issue was calculated as the discounted cash flows assuming a 15% effective interest rate. The fair value of the equity component was determined at the time of issue as the difference between the face value and the fair value of the New Debentures. On initial recognition, the Company bifurcated $2.4 million to the carrying value of the New Debentures and $0.2 million to the equity component.

Under the financing, the Company paid finder’s cash commissions totaling $0.08 million and incurred legal and filing fees of $0.03 million. The transaction costs were allocated pro-rata based on the carrying values of the New Debentures and the equity component, with $0.1 million allocated to the New Debentures and $0.01 million allocated to the equity component.

The changes in the value of the New Debentures during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	Liability Component $			Equity Component $
Balance, April 30, 2021		1,531			127
Accretion expense		85			—
Conversion to shares		(304	)		(24	)
Balance, April 30, 2022		1,312			103
Accretion expense		3			—
Conversion to shares		(1,315	)		(103	)
Balance, April 30, 2023		—			—

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Leases

12 Months Ended

Apr. 30, 2023

Presentation of leases for lessee [abstract]

LEASES

11.LEASES

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

(in thousands)	$
2024		1,548
2025		1,033
2026		993
2027		989
2028		983
More than 5 years		3,849
Total minimum lease payments		9,395
Less: imputed interest		(2,128	)
Total present value of minimum lease payments		7,267
Less: Current portion		(1,116	)
Non-current portion		6,151

Total cash outflow for leases during the year ended April 30, 2023 was $1.3 million (2022 - $1.0 million).

The nature of the Company’s leases by type of right-of-use asset as at April 30, 2023 is as follows:

Right-of-use asset type	No. of right-of-use assets leased		Range of remaining term	Average remaining lease term	No. of leases with extension options		No. of leases with options to purchase		No. of leases with variable payments linked to an index		No. of leases with termination options
Lab and office facilities		4	0.5 - 9 years	3 years		4		—		3		2
Automobiles		6	1.5 - 4 years	2 years		—		—		6		6

Right-of-use assets

The Company reviews long-lived assets with finite useful lives for impairment whenever circumstances indicate that the carrying amount of the asset may not be recoverable. During the year ended April 30, 2022, a significant change in the planned use of a right-of-use asset related to leased office space indicated possible impairment of the asset. Due to the nature of the leased space, the Company determined the recoverable amount to be nominal, and recorded an impairment charge of $0.2 million in general & administrative expense, the full carrying value of the asset.

During the year ended April 30, 2023, the Company recorded a right-of-use asset of $6.2 million upon commencement of a new lease at the Utrecht, the Netherlands location. The lease includes an initial term of five years, and a renewal option for an additional five years. The Company has determined that it is reasonably certain to exercise the renewal option.

The changes in the value of right-of-use assets during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	Building $			Automobile $			Lab Equipment $			Total $
Cost:
Balance, April 30, 2021		2,730			94			623			3,447
Additions		311			1			—			312
Acquisition of BioStrand		69			152			—			221
Lease modification		(22	)		—			—			(22	)
Loss on impairment		(369	)		—			—			(369	)
Foreign exchange		(133	)		(8	)		28			(113	)
Balance, April 30, 2022		2,586			239			651			3,476
Additions		7,593			—			—			7,593
Disposals		(1,290	)		(95	)		(687	)		(2,072	)
Foreign exchange		196			23			36			255
Balance, April 30, 2023		9,085			167			—			9,252
Accumulated Depreciation:
Balance, April 30, 2021		1,334			27			220			1,581
Depreciation		698			23			224			945
Loss on impairment		(196	)		—			—			(196	)
Foreign exchange		(100	)		(4	)		16			(88	)
Balance, April 30, 2022		1,736			46			460			2,242
Depreciation		1,109			58			198			1,365
Disposals		(1,274	)		(57	)		(507	)		(1,838	)
Foreign exchange		181			10			(151	)		40
Balance, April 30, 2023		1,752			57			—			1,809
Net Book Value:
April 30, 2022		850			193			191			1,234
April 30, 2023		7,333			110			—			7,443

Lease payments not recognized as a liability

The Company has elected not to recognize a lease liability for leases with an expected term of 12 months or less. Additionally, certain variable lease payments are not permitted to be recognized as lease liabilities and are recognized in profit and loss as incurred. The expense relating to payments not included in the measurement of the lease liability during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	2023 $		2022 $
Leases of low value assets		40		32
Variable lease payments		215		136
		255		168

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Share Capital

12 Months Ended

Apr. 30, 2023

Disclosure of classes of share capital [abstract]

SHARE CAPITAL

12.SHARE CAPITAL

a)Authorized:

Unlimited common shares without par value.

b)Share capital transactions:

2022 Transactions

On May 3, 2021, the Company issued 41,488 common shares pursuant to the final deferred payment for the acquisition of IPA Europe. The common shares were valued at $0.5 million.

On April 13, 2022, the Company issued 4,077,774 common shares pursuant to the acquisition of BioStrand (Note 6). The common shares were valued at $29.1 million.

During the year ended April 30, 2022, the Company issued 188,000 common shares pursuant to the exercise of stock options for total gross proceeds of $0.6 million. A value of $0.4 million was transferred from contributed surplus to share capital as a result. The weighted average share price at the dates the stock options were exercised was $7.95.

During the year ended April 30, 2022, the Company issued 925,076 common shares pursuant to the exercise of warrants and finder’s warrants for total gross proceeds of $3.2 million. A value of $0.3 million was transferred from contributed surplus to share capital as a result.

During the year ended April 30, 2022, the Company issued 75,292 common shares with a value of $0.3 million pursuant to the conversion of $0.3 million principal balance of convertible debentures.

2023 Transactions

During the year ended April 30, 2023, the Company issued 263,537 common shares pursuant to the exercise of stock options for total gross proceeds of $0.7 million. A value of $0.8 million was transferred from contributed surplus to share capital as a result. The weighted average share price at the dates the stock options were exercised was US $4.50.

During the year ended April 30, 2023, the Company issued 309,877 common shares with a value of $1.3 million pursuant to the conversion of $1.3 million principal balance of convertible debentures.

c)Options

The following table summarizes stock option awards during the years ended April 30, 2023 and 2022, including the fair value determined using the Black-Scholes option pricing model:

Grant date	Stock options granted		Exercisable price/option $		Awarded to	Share price on grant date $		Dividend yield			Expected volatility			Risk-free rate			Expected life	Fair value
May 9, 2021(3)		10,000	7.72(7)		Strategic Board Members	9.42			0	%		78	%		0.70	%	5.0 years	$0.06 million
June 13, 2021(4)		43,750	7.14(7)		Consultant	8.63			0	%		78	%		0.71	%	3.0 years	$0.2 million
August 7, 2021(2)		45,000		9.19	Employees	9.19			0	%		79	%		0.80	%	5.0 years	$0.3 million
January 2, 2022(1)		28,250		6.89	Directors	6.89			0	%		77	%		1.18	%	4.0 years	$0.1 million
January 7, 2022(2)		225,000		7.94	Officers and employees	7.94			0	%		77	%		1.42	%	5.0 years	$1.1 million
January 7, 2022(2)		113,000		7.94	Employees	7.94			0	%		77	%		1.42	%	4.7 years	$0.5 million
January 13, 2022(5)		15,000		8.30	Officer		8.30		0	%		77	%		1.43	%	1.0 years	$0.04 million
January 13, 2022(2)		24,000		8.30	Employees		8.30		0	%		77	%		1.43	%	4.7 years	$0.1 million
March 11, 2022(6)		25,000		6.35	Consultant		4.67		0	%		76	%		1.77	%	2.0 years	$0.03 million
May 15, 2022(2)		80,000		5.79	Employees		3.79		0	%		77	%		2.73	%	5.0 years	$0.3 million
February 19, 2023(1)		29,060	4.10(7)		Directors	4.10(7)			0	%		77	%		3.57	%	4.0 years	$0.1 million
February 19, 2023(2)		609,452	4.10(7)		Officers and employees	4.10(7)			0	%		77	%		3.57	%	5.0 years	$2.2 million

(1)Vesting conditions are as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date; and one-quarter 12 months after grant date.

(2)Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date.

(3)Vesting conditions are as follows: one-third one year after grant date; one-third two years after grand date; and one-third three years after grant date.

(4)The option vested immediately.

(5)Vesting conditions are as follows: one-third 2 months after grant date; one-third 4 months after grant date; and one-third 6 months after grant date.

(6)Vesting conditions are as follows: one-half 3 months after grant date; one-half 6 months after grant date.

(7)Priced in US dollars

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

During the year ended April 30, 2023, the Company has recorded $1.9 million (2022 - $3.1 million) of share-based payments expense.

The changes in the stock options for the years ended April 30, 2023 and 2022 are as follows:

	Number of options #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2021 (outstanding)		1,358,900			7.93		3.11
Granted		529,000			7.98		—
Exercised		(188,000	)		3.26		—
Expired		(60,250	)		10.75		—
Forfeited		(15,500	)		20.30		—
Balance, April 30, 2022 (outstanding)		1,624,150			8.29		2.88
Granted		718,512			5.58		—
Exercised		(318,725	)		3.27		—
Expired		(115,174	)		9.35		—
Forfeited		(24,335	)		9.45		—
Balance, April 30, 2023 (outstanding)		1,884,428			8.03		3.27
Unvested		(813,845	)		5.95		4.55
Exercisable, April 30, 2023		1,070,583			9.61		2.30

Details of the options outstanding as at April 30, 2023 are as follows:

Expiry Date	Exercise price $		Remaining life (year)		Options outstanding		Unvested		Exercisable
September 24, 2023		4.75		0.40		19,000		-		19,000
November 7, 2023		4.10		0.52		20,000		-		20,000
December 31, 2023		5.00		0.67		180,000		-		180,000
January 11, 2024		5.00		0.70		60,000		-		60,000
September 1, 2025		8.50		2.34		250,000		-		250,000
January 6, 2026		20.30		2.69		210,000		-		210,000
May 9, 2026(1)		10.46		3.03		10,000		6,667		3,333
January 2, 2026		6.89		2.68		28,250		-		28,250
January 7, 2027		7.94		3.69		332,666		110,000		222,666
January 7, 2027		8.30		3.71		31,000		5,333		25,667
February 22, 2024		6.35		0.82		25,000		-		25,000
May 15, 2027		5.79		4.04		80,000		53,333		26,667
February 19, 2027(2)		5.55		3.81		29,060		29,060		-
February 19, 2028(2)		5.55		4.81		609,452		609,452		-
		8.03		3.27		1,884,428		813,845		1,070,583

(1)Exercise price of US $7.72. The figure in the table above is translated at the April 30, 2023 rate.

(2)Exercise price of US $4.10. The figure in the table above is translated at the April 30, 2023 rate.

d)Warrants

The changes in the warrants for the years ended April 30, 2023 and 2022 are as follows:

	Number of warrants #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2021		878,300			3.50		0.90
Exercised		(878,300	)		3.50		—
Balance, April 30, 2023 and 2022		—			—		—

d)Finder’s Warrants

The changes in the finder’s warrants for the years ended April 30, 2023 and 2022 are as follows:

	Number of warrants #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2021		176,888			16.12		3.75
Exercised		(46,777	)		3.50		—
Balance, April 30, 2022		130,111			21.59		3.77
Exercised		—			—		—
Balance, April 30, 2023		130,111			22.77		2.77

Details of the finder’s warrants outstanding as at April 30, 2023 are as follows:

Expiry Date	Exercise price $		Remaining life (year)		Warrants outstanding
February 3, 2026(1)		22.77		2.77		130,111

(1)Exercise price of US $16.81. The figure in the table above is translated at the April 30, 2023 rate.

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Employee Remuneration

12 Months Ended

Apr. 30, 2023

Disclosure of employee benefits expenses [abstract]

EMPLOYEE REMUNERATION

13.EMPLOYEE REMUNERATION

Expenses recognized for employee benefits for the years ended April 30, 2023 and 2022 are detailed below:

(in thousands)	2023 $		2022 $
Wages, salaries		10,433		8,600
Employee benefits		926		798
Payroll taxes		939		714
Severance		194		8
Share-based payments		1,943		3,083
		14,435		13,203

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Related Party Transactions

12 Months Ended

Apr. 30, 2023

Related party transactions [abstract]

RELATED PARTY TRANSACTIONS

14.RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; Brad McConn, CFO; Dr. Stefan Lang, former Chief Business Officer; Dr. Ilse Roodink, Chief Scientific Officer; Lisa Helbling, former Chief Financial Officer, Dr. Yasmina Abdiche, former Chief Scientific Officer; and Directors of the Company. During the years ended April 30, 2023 and 2022, the compensation for key management is as follows:

(in thousands)	2023 $		2022 $
Salaries and other short-term benefits		2,632		2,531
Severance (included in salaries)		183		8
Share-based payments		986		1,388
Director compensation (included in salaries)		335		355
		4,136		4,282

At April 30, 2023, included in accounts payable and accrued liabilities is $0.9 million (April 30, 2022 - $0.4 million) due to related parties. The amounts payable are non-interest bearing and unsecured.

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

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Capital Management

12 Months Ended

Apr. 30, 2023

Capital Management [Abstract]

CAPITAL MANAGEMENT

15.CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity of $60.6 million.

The Company makes adjustments to its capital structure upon approval from its Board of Directors, in light of economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

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Financial Instruments

12 Months Ended

Apr. 30, 2023

Disclosure of detailed information about financial instruments [abstract]

FINANCIAL INSTRUMENTS

16.FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, debentures, loans payable, leases and deferred acquisition payments.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value, by reference to the reliability of the inputs used to estimate the fair values.

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair value of investment is determined based on “Level 2” inputs as its value under the equity method was the best approximation of its fair value. As at April 30, 2023, the Company believes the carrying values of cash, amounts receivable, restricted cash, accounts payable and accrued liabilities, leases and deferred acquisition payments approximate their fair values because of their nature and relatively short maturity dates or durations.

Concentration of risk:

Concentrations of credit risk

Credit risk relates to cash, restricted cash and amounts receivable and arises from the possibility that counterparty to an instrument may fail to perform. At April 30, 2023, all of the Company’s cash was held with tier one banks. Details of amounts receivable and allowances for doubtful accounts as at April 30, 2023 and 2022 are as follows:

(in thousands)	2023 $			2022 $
Amounts receivable		3,280			2,539
Allowance for doubtful accounts		(33	)		(36	)
Amounts receivable, net		3,247			2,503

Currency risk

The Company operates in the US and Europe which gives rise to exposure to market risks from changes in foreign currency values. Most significantly, the Company is exposed to potential currency fluctuations between US and Canadian dollars, which was translated at 1.3548 at April 30, 2023, and the Euro and Canadian dollar, which was translated at 1.4933 at April 30, 2023. Fluctuations in the exchange rate could impact profitability.

At April 30, 2023, the Company is exposed to currency risk through the following assets and liabilities denominated in US dollars and Euros:

	Euros			US Dollars
(in thousands)	(€)			(US $)
Cash		2,465			2,193
Amounts receivable		1,236			679
Investment		82			—
		3,783			2,872
Accounts payable and accrued liabilities		(867	)		(1,700	)
Deferred acquisition payments		(336	)		—
Leases		(664	)		(70	)
		(1,867	)		(1,770	)
Net		1,916			1,102

Liquidity risk:

The Company’s approach to managing its obligations is to maintain sufficient resources to meet its obligations when due without undue risk to the Company. The Company monitors its cash requirements on an ongoing basis to ensure that there are sufficient resources for operations as well as to fund anticipated leasing, capital and development expenditures. In addition, the Company manages its cash to meet its obligations and to fund general and administrative costs.
 

Contractual cash flow requirements as at April 30, 2023 were as follows:

	< 1 year		1 - 2 years		2 - 5 years		>5 years		Total
(in thousands)	$		$		$		$		$
Accounts payable and accrued liabilities		3,386		—		—		—		3,386
Leases		1,548		1,033		2,965		3,849		9,395
Total		4,934		1,033		2,965		3,849		12,781

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Inventories

12 Months Ended

Apr. 30, 2023

Inventories [Abstract]

INVENTORIES

17.INVENTORIES

Inventories as at April 30, 2023 and 2022 consist of the following:

(in thousands)	2023 $		2022 $
Supplies and parts		1,344		1,418
Antibodies		206		197
Work in process		510		—
		2,060		1,615

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Commitments

12 Months Ended

Apr. 30, 2023

Commitments [Abstract]

COMMITMENTS

18.COMMITMENTS

The Company entered into a lease agreement for a new facility for its Oss, the Netherlands location on October 16, 2021. The lease will have a five-year term with an optional five-year extension, and is estimated to commence January 1, 2024 at an estimated annual cost of €0.5 million indexed for inflation.

The share purchase agreement related to the acquisition of BioStrand includes contingent earnout payments based on 20% of the EBITDA of BioStrand, as defined in the share purchase agreement, over a 7-year period, which shall not exceed in total €12.0 million. The Company has determined these payments relate to post-acquisition services because they are contingent on the employment of two key employees and will be expensed in the period earned. As of April 30, 2023, the Company's unpaid commitment related to the BioStrand earnout is €12.0 million.

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Grant and Subsidy Income

12 Months Ended

Apr. 30, 2023

Grant And Subsidy Income [Abstract]

GRANT AND SUBSIDY INCOME

19.GRANT AND SUBSIDY INCOME

During May 2022, the Company received a €0.5 million round of grant funding from VLAIO (Flanders Innovation & Entrepreneurship), the research fund of the Flemish regional government in Belgium. The Company received the first disbursement of €0.2 million during the three months ended July 31, 2022.

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Segmented Information and Economic Dependence

12 Months Ended

Apr. 30, 2023

Disclosure of operating segments [abstract]

SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

20.SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At April 30, 2023 and April 30, 2022, the Company has one reportable segment, being antibody production and related services.

The Company’s revenues are allocated to geographic regions for the year ended April 30, 2023 and 2022 as follows:

	Years ended April 30,
(in thousands)	2023 $		2022 $
United States of America		9,365		6,816
Europe		9,450		9,429
Canada		618		572
Australia		630		1,540
Other		602		1,007
		20,665		19,364

The Company’s revenues are allocated according to revenue types for the year ended April 30, 2023 and 2022 as follows:

	Years ended April 30,
(in thousands)	2023 $		2022 $
Project revenue		18,677		17,356
Product sales revenue		1,747		1,652
Cryostorage revenue		241		356
		20,665		19,364

As at April 30, 2023, all deferred revenue is expected to be recognized over the next twelve months.

The Company’s non-current assets are allocated to geographic regions as of April 30, 2023 and 2022 as follows:

	April 30, 2023 $		April 30, 2022 $
North America - Corporate		89		76
North America		1,025		1,481
Belgium		40,406		41,355
Netherlands		19,501		13,265
		61,021		56,177

Geographic segmentation of the Company’s net income (loss) for the year ended April 30, 2023 and 2022 is as follows:

	Years ended April 30,
(in thousands)	2023 $			2022 $
North America - Corporate		(8,422	)		(9,340	)
North America		(12,601	)		(11,424	)
Belgium		(7,024	)		(215	)
Netherlands		1,487			4,270
		(26,560	)		(16,709	)

Geographic segmentation of the interest and accretion, and amortization and depreciation for the year ended April 30, 2023 and 2022 is as follows:

	Years ended April 30,
Interest and accretion (in thousands)	2023 $		2022 $
North America - Corporate		39		258
North America		19		51
Belgium		20		3
Netherlands		318		107
		396		419

	Years ended April 30,
Amortization and depreciation (in thousands)	2023 $		2022 $
North America - Corporate		14		56
North America		720		778
Belgium		2,543		—
Netherlands		3,408		2,935
		6,685		3,769

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Supplemental Cash Flow Information

12 Months Ended

Apr. 30, 2023

Statement of cash flows [abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

21.SUPPLEMENTAL CASH FLOW INFORMATION

Non-cash investing and financing transactions (in thousands)	April 30, 2023 $		April 30, 2022 $
Acquisition of building and equipment by lease		7,593		312
Settlement of convertible debentures		1,315		304
Fair value of shares issued pursuant to deferred acquisition payment to IPA Europe		—		503

The following changes in liabilities arose from financing activities:

						Non-cash changes
(in thousands)	April 30, 2022 $		Cash Flows $			Acquisition $		Settlement / Disposal $			Accretion $		Foreign exchange movements and change in estimates $			April 30, 2023 $
Deferred acquisition payments		1,237		(592	)		—		—			27		(23	)		649
Convertible debentures		1,312		—			—		(1,315	)		3		—			—
Leases		1,455		(1,337	)		7,593		—			—		(444	)		7,267
Total		4,004		(1,929	)		7,593		(1,315	)		30		(467	)		7,916

						Non-cash changes
(in thousands)	April 30, 2021 $		Cash Flows $			Acquisition $		Debt forgiven / Settlement / Disposal $			Accretion $		Foreign exchange movements and change in estimates $			April 30, 2022 $
Deferred acquisition payments		498		—			1,248		(503	)		—		(6	)		1,237
Convertible debentures		1,531		—			—		(304	)		85		—			1,312
Leases		1,926		(962	)		533		—			—		(42	)		1,455
Total		3,955		(962	)		1,781		(807	)		85		(48	)		4,004

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Income Taxes

12 Months Ended

Apr. 30, 2023

Disclosure Of Income Taxes [Abstract]

INCOME TAXES

22.INCOME TAX

Income tax expense differs from the amount that would be computed by applying the federal and provincial statutory tax rates of 27% (2021 – 27%) to the earnings before income taxes. The reasons for the differences and related tax effects are as follows:

	2023			2022
	$			$
Earnings (loss) before income taxes		(27,752	)		(15,848	)
Income taxes (recovery) on earnings before income taxes, at above basic rate		(7,493	)		(3,627	)
Increase (decrease) in taxes resulting from:
Nondeductible expenses		8			322
Estimated SR&ED ITC		(198	)		—
Effects of tax rate change and foreign exchange		209			12
Deferred income tax asset recognized		—			(138	)
Tax rate difference by jurisdiction		948			(359	)
Tax benefits not recognized		4,885			4,651
Impairment loss		602			—
Prior year tax assessments and adjustments		(420	)		—
Other		267			—
Income taxes (recovery)		(1,192	)		861

	2023			2022
	$			$
Current income taxes		(242	)		1,390
Deferred income taxes (recovery)		(950	)		(529	)
Income taxes (recovery)		(1,192	)		861

Temporary differences give rise to the following deferred income tax assets and liabilities:

	2023			2022
	$			$
Other tax pools		31			(20	)
Capital assets net of lease liabilities		(61	)		8
Inventory and intangible assets		(7,631	)		(8,093	)
Recognized deferred income tax liabilities		(7,661	)		(8,105	)

	2023			2022
	$			$
Non-capital losses carried forward (expire from 2026 to 2039)		9,930			10,514
Other tax pools		—			1,373
Capital losses carried forward		295			194
Capital assets net of lease liabilities		20			13
Financing costs		746			979
Less: unrecognized deferred income tax asset		(10,991	)		(13,073	)
Unrecognized deferred income tax liabilities		—			—

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Subsequent Events

12 Months Ended

Apr. 30, 2023

Disclosure of non-adjusting events after reporting period [abstract]

SUBSEQUENT EVENTS

23.SUBSEQUENT EVENTS

Subsequent to April 30, 2023, the Company entered into a lease agreement for its Victoria location. The lease is estimated to commence during the three months ended July 31, 2023, at an estimated annual cost of $0.4 million when payments begin on January 1, 2024.

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Significant Accounting Policies (Policies)

12 Months Ended

Apr. 30, 2023

Disclosure Of Significant Accounting Policies [Abstract]

Business combinations

Business combinations

Acquisitions of businesses are accounted for using the acquisition model. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

Revenue recognition

Revenue recognition

The Company recognizes revenue from sale of antibodies and service agreements.

Sale of antibodies: Revenue from sale of antibodies is recognized when the terms of a contract with a customer have been satisfied. This occurs when:

• The control over the product has been transferred to the customer; and

• The product is received by the customer or transfer of title to the customer occurs upon shipment.

Following delivery, the customer bears the risks of obsolescence and loss in relation to the goods. Revenue is recognized based on the price specified in the contract, net of estimated sales discounts and returns.

Contract revenue:

Revenues from contracted services are generally recognized as the performance obligations are satisfied over time, and the related expenditures are incurred pursuant to the terms of the agreement. Contract revenue is recognized over time when the key milestones contained within the contract are satisfied and there is an enforceable right to payment for performance completed to date. For contracts with no enforceable right to payment when the contract is incomplete, contract revenue is recognized when the customers are satisfied with the service at the end of the contract and control of the product has been transferred to the customer.

Unbilled revenue and deferred revenue:

Amounts recognized as revenue in excess of billings are classified as unbilled revenue. Amounts received in advance of the performance of services are classified as deferred revenue.

Cost of sales:

Cost of sales includes materials, direct labor, and allocation of overhead including depreciation of lab equipment.

Financial instruments

Financial instruments

Recognition and Classification

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument.

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.

Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

	Classification and measurement IFRS 9
Cash	Amortized cost
Amounts receivable	Amortized cost
Investment	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Convertible Debentures	Amortized cost
Deferred acquisition payments	Amortized cost

Measurement

Financial assets and liabilities at FVTPL:

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).

Financial assets at FVTOCI:

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Impairment of financial assets at amortized cost:

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses.

Irrespective of the preceding policy, the Company always measures the loss allowance of trade receivables at an amount equal to the lifetime expected credit losses.

The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets:

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities:

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets, is recognized in profit or loss.

Government assistance

Government assistance

The Company periodically applies for financial assistance under available government incentive programs. Government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Government assistance relating to research and development expenditures is recorded as a reduction of current year's expenses when the related expenditures are incurred.

Government grant

Government grant

The Company periodically applies for financial assistance under available government incentive programs. The grant is recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received. All funds received as part of the grant or subsidies are reflected in grant and subsidy income.

Inventory

Inventory

Inventory consists of supplies, parts and antibodies and is valued at the lower of weighted average cost and net realizable value. Costs include acquisition, freight and other directly attributable costs.

Equipment and leasehold improvements

Equipment and leasehold improvements

Equipment and leasehold improvements are stated at cost, less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method over the following terms:

Asset	Basis	Term
Lab equipment	Straight line	5 years
Furniture and equipment	Straight line	5 years
Computer hardware	Straight line	2 years
Computer software	Straight line	1 year
Building	Straight line	Remaining term of the property lease
Automobile	Straight line	Remaining term of the automobile lease
Leasehold improvements	Straight line	Shorter of useful life and remaining term of the lease plus the first renewal option

The Company evaluates equipment and leasehold improvements for indications of impairment at the end of each reporting period. Impairment losses are immediately recognized in profit and loss.

Intangible assets

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Amortization for intangible assets with finite lives is provided over the following terms:

Asset	Basis	Term
Internally generated development costs	Straight line	5 years
Intellectual property	Straight line	10 - 15 years
Proprietary processes	Straight line	5 years
Certifications	Straight line	1 year
Customer list	Straight line	2 years

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.

Goodwill

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not subject to amortization and an impairment test is performed annually or as events occur that could indicate impairment.

Goodwill is reported at cost less any impairment. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (“CGU”s). To test for impairment, goodwill is allocated to each of the Company’s CGUs, groups of CGUs, or an operating segment expected to benefit from the acquisition. Goodwill is tested by combining the carrying amounts of equipment and leasehold improvements, intangible assets and goodwill and comparing this to the recoverable amount. Fair value less costs of disposal is price to be received in an orderly transaction between market participants. Value in use is assessed using the present value of the expected future cash flows. Any excess of the carrying amount over the recoverable amount is recorded as impairment. Impairment charges, which are not tax affected, are recognized in profit or loss and are not reversed.

During the year ended April 30, 2023, the Company recorded an impairment charge of $2.5 million related to the BioStrand CGU. See Note 9 for more information.

Impairment of long-lived assets

Impairment of long-lived assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of their carrying amount to the recoverable amount. The recoverable amount is the higher of the fair value less costs of disposal or the value in use. Value in use is determined by the present value of the future cash flows from the asset. If the recoverable amount is less than the carrying amount, then there is impairment. Where an impairment loss exists, the portion of the carrying amount exceeding the recoverable amount is recorded as an expense immediately. Assets that have been impaired in prior periods are tested for possible reversal of impairment whenever events or changes in circumstance indicate that the impairment has reversed. If the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount but not beyond the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. The reversal is recognized in profit or loss immediately.

Income taxes

Income taxes

Income taxes are recognized in the statement of comprehensive income (loss), except where they relate to items recognized directly in equity, in which case the related taxes are recognized in equity.

Deferred tax assets and liabilities are recognized based on the difference between the tax and accounting values of assets and liabilities and are calculated using enacted or substantively enacted tax rates for the periods in which the differences are expected to reverse. The effect of tax rate changes is recognized in profit or loss or equity, as applicable, in the period of substantive enactment. Current taxes receivable or payable are estimated on taxable income for the current year at the statutory tax rates enacted or substantively enacted.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits of the relevant entity or group of entities, in a particular jurisdiction, will be available against which the assets can be utilized. As an exception, deferred tax assets and liabilities are not recognized if the temporary differences arise from the initial recognition of goodwill or an asset or liability in a transaction (other than in a business combination) that affects neither accounting profit nor taxable profit.

Investment tax credits (“ITCs”) are accounted for as a reduction in the cost of the expense when there is reasonable assurance that such credits will be realized. These ITCs are used to reduce current income taxes payable.

Leases

Leases

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The liabilities for leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life or the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.

Research and development

Research and development

Research and development cost is charged to the income statement in the period in which it is incurred. Property, plant and equipment used for research and development is capitalized and depreciated in accordance with the equipment and leasehold improvements policy.

Share capital

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. The Company's common shares are classified as equity instruments.

Proceeds from unit placements are allocated between common shares and warrants issued based on the residual value method, with the common shares being valued first.

Share issuance costs

Share issuance costs

Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations.

Share-based payments

Share-based payments

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.

All equity-settled share-based payments are reflected in contributed surplus, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, adjusted for any consideration paid.

Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

Earnings (loss) per share

Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. In periods where a net loss is incurred, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive and basic and diluted loss per common share is the same. In a profit year, under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average price during the year.

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Basis of Presentation (Tables)

12 Months Ended

Apr. 30, 2023

Investments accounted for using equity method [abstract]

Summary of Subsidiaries which are Wholly Owned and Subject to Control

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

Name of Subsidiary	% Equity Interest - April 30, 2023 and 2022	Country of Incorporation	Functional Currency
ImmunoPrecise Antibodies (Canada) Ltd.	100%	Canada	Canadian dollar
ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA")	100%	USA	US dollar
ImmunoPrecise Antibodies (N.D.) Ltd.	100%	USA	US dollar
ImmunoPrecise Antibodies (MA) LLC	100%	USA	US dollar
Talem Therapeutics LLC ("Talem")	100%	USA	US dollar
ImmunoPrecise Netherlands B.V.	100%	Netherlands	Euro
ImmunoPrecise Antibodies (Europe) B.V. ("IPA Europe")	100%	Netherlands	Euro
BioStrand B.V.	100%	Belgium	Euro
Idea Family B.V.	100%	Belgium	Euro
BioKey B.V.	100%	Belgium	Euro
BioClue B.V.	100%	Belgium	Euro
ImmunoPrecise Antibodies (Quebec), Ltd.	100%	Canada	Canadian dollar
9438-9244 Quebec, Inc.	100%	Canada	Canadian dollar

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Significant Accounting Policies (Tables)

12 Months Ended

Apr. 30, 2023

Disclosure Of Significant Accounting Policies [Abstract]

Summary of Classification and Measurement of Financial Assets and Liabilities

Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

	Classification and measurement IFRS 9
Cash	Amortized cost
Amounts receivable	Amortized cost
Investment	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Convertible Debentures	Amortized cost
Deferred acquisition payments	Amortized cost

Schedule of Estimated Term of Asset

Equipment and leasehold improvements are stated at cost, less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method over the following terms:

Asset	Basis	Term
Lab equipment	Straight line	5 years
Furniture and equipment	Straight line	5 years
Computer hardware	Straight line	2 years
Computer software	Straight line	1 year
Building	Straight line	Remaining term of the property lease
Automobile	Straight line	Remaining term of the automobile lease
Leasehold improvements	Straight line	Shorter of useful life and remaining term of the lease plus the first renewal option

Summary of Amortization of Intangible Assets with Finite Lives

Amortization for intangible assets with finite lives is provided over the following terms:

Asset	Basis	Term
Internally generated development costs	Straight line	5 years
Intellectual property	Straight line	10 - 15 years
Proprietary processes	Straight line	5 years
Certifications	Straight line	1 year
Customer list	Straight line	2 years

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Acquisition of Biostrand (Tables) - BioStrand B.V.

12 Months Ended

Apr. 30, 2023

Disclosure of detailed information about business combination [line items]

Summary of Allocated Purchase Price

The Company has allocated the purchase price as follows:

(in thousands)	$
Cash		4,985
Common shares of the Company		29,126
Fair value of consideration		34,111
Cash		36
Amounts receivable		80
Unbilled revenue		8
Equipment and right-of-use assets		247
Intellectual property (not deductible for tax purposes)		28,459
Proprietary processes (not deductible for tax purposes)		391
Goodwill (not deductible for tax purposes)		12,658
Accounts payable and accrued liabilities assumed		(342	)
Deferred revenue		9
Leases		(223	)
Deferred income tax liability		(7,212	)
		34,111

Summary of Changes in Value of Subsequent Payments

The changes in the value of the subsequent payments during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	$
Balance, April 30, 2021		—
Amount at date of acquisition		1,317
Foreign exchange		(12	)
Balance, April 30, 2022		1,305
Foreign exchange		45
Accretion		27
Working capital adjustment		(68	)
Deferred acquisition payment		(592	)
Balance, April 30, 2023		717
Less: Current portion		(439	)
Non-current portion		278

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Property and Equipment (Tables)

12 Months Ended

Apr. 30, 2023

Disclosure of detailed information about property, plant and equipment [abstract]

Summary of Changes in the Value of Property and Equipment

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

(in thousands)	Computer Hardware $			Furniture & Equipment $			Computer Software $			Building $			Automobile $			Leasehold Improvements $		Lab Equipment $			WIP - Leasehold Improvements $			Total $
Cost:
Balance, April 30, 2021		96			36			49			2,730			94			353		5,048			—			8,406
Additions		39			3			—			311			1			—		991			138			1,483
Acquisition of BioStrand		24			—			—			69			152			—		—			—			245
Disposals		(21	)		(5	)		—			—			—			—		—			—			(26	)
Lease modification		—			—			—			(22	)		—			—		—			—			(22	)
Subsidy reimbursement		—			—			—			—			—			—		(106	)		—			(106	)
Asset impairment		—			—			—			(363	)		—			—		—			—			(363	)
Foreign exchange		(2	)		1			(2	)		(139	)		(8	)		—		(261	)		—			(411	)
Balance, April 30, 2022		136			35			47			2,586			239			353		5,672			138			9,206
Additions		138			—			—			7,593			—			101		1,064			28			8,924
Completion of work-in-process		—			—			—			—			—			166		—			(166	)		—
Disposals		(3	)		—			—			(1,290	)		(95	)		—		(700	)		—			(2,088	)
Foreign exchange		17			18			3			196			23			6		437			—			700
Balance, April 30, 2023		288			53			50			9,085			167			626		6,473			—			16,742
Accumulated Depreciation:
Balance, April 30, 2021		61			28			42			1,334			27			296		2,594			—			4,382
Depreciation		31			6			7			698			23			51		940			—			1,756
Disposals		(21	)		(5	)		—			—			—			—		—			—			(26	)
Asset impairment		—			—			—			(196	)		—			—		—			—			(196	)
Foreign exchange		(1	)		—			(2	)		(100	)		(4	)		1		(163	)		—			(269	)
Balance, April 30, 2022		70			29			47			1,736			46			348		3,371			—			5,647
Depreciation		84			3			—			1,109			58			40		977			—			2,271
Disposals		(3	)		—			—			(1,274	)		(57	)		—		(507	)		—			(1,841	)
Foreign exchange		6			1			3			181			10			—		72			—			273
Balance, April 30, 2023		157			33			50			1,752			57			388		3,913			—			6,350
Net Book Value:
April 30, 2022		66			6			—			850			193			5		2,301			138			3,559
April 30, 2023		131			20			—			7,333			110			238		2,560			—			10,392

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Intangibles assets (Tables)

12 Months Ended

Apr. 30, 2023

Disclosure of detailed information about intangible assets [abstract]

Summary of Amortization for intangible assets with finite lives is provided over the following terms

Changes in the value of the intangible assets during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	Internally Generated Development Costs $			Intellectual Property $			Proprietary Processes $			Certifications $			Customer List $			Total $
Cost:
Balance, April 30, 2021		33			4,089			7,635			138			—			11,895
Costs expensed		—			—			—			—			191			191
Acquisition of BioStrand		—			28,459			391			—			—			28,850
Foreign exchange		—			(634	)		(667	)		(12	)		(11	)		(1,324	)
Balance, April 30, 2022		33			31,914			7,359			126			180			39,612
Foreign exchange		—			3,229			744			13			18			4,004
Balance, April 30, 2023		33			35,143			8,103			139			198			43,616
Accumulated Amortization:
Balance, April 30, 2021		1			1,445			4,391			—			—			5,837
Amortization		7			398			1,577			—			31			2,013
Foreign exchange		—			(150	)		(477	)		—			(1	)		(628	)
Balance, April 30, 2022		8			1,693			5,491			—			30			7,222
Amortization		7			2,710			1,477			128			92			4,414
Foreign exchange		(1	)		372			665			9			10			1,055
Balance, April 30, 2023		14			4,775			7,633			137			132			12,691
Net Book Value:
April 30, 2022		25			30,221			1,868			126			150			32,390
April 30, 2023		19			30,368			470			2			66			30,925

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Goodwill (Tables)

12 Months Ended

Apr. 30, 2023

Disclosure of detailed information about intangible assets [abstract]

Schedule of reconciliation of changes in goodwill

The goodwill was acquired as a result of the acquisitions of U-Protein, IPA Europe and, BioStrand. The changes in the value of goodwill during the year ended April 30, 2023 and 2022 are as follows:

(in thousands)	$
Balance, April 30, 2021		7,777
Foreign exchange		(677	)
Acquisition of BioStrand		12,535
Balance, April 30, 2022		19,635
Foreign exchange		1,996
Asset impairment		(2,460	)
Balance, April 30, 2023		19,171

Schedule of In Tabular Form Of Allocating Goodwill To Cash Generating Units

For annual impairment testing, goodwill is allocated to the following cash-generating units:

(in thousands)	April 30, 2023 $		April 30, 2022 $
Oss		3,109		2,823
Utrecht		4,710		4,277
BioStrand		11,352		12,535
		19,171		19,635

Schedule of information for cash-generating units

The recoverable amount, growth rate assumptions and discount rates for each cash-generating unit as at April 30, 2023 and 2023 are as follows:

	Recoverable amount				Terminal growth rates						Discount rates
(in thousands)	2023 $		2022 $		2023 %			2022 %			2023 %			2022 %
Oss		6,723		9,493		2.2	%		2.0	%		28.1	%		14.3	%
Utrecht		11,405		12,483		2.2	%		2.0	%		24.1	%		14.3	%
BioStrand		31,546		—		2.5	%		—			33.1	%		—

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Convertible Debentures (Tables)

12 Months Ended

Apr. 30, 2023

Convertible Debentures [Abstract]

Summary of Changes in Value of New Debentures

The changes in the value of the New Debentures during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	Liability Component $			Equity Component $
Balance, April 30, 2021		1,531			127
Accretion expense		85			—
Conversion to shares		(304	)		(24	)
Balance, April 30, 2022		1,312			103
Accretion expense		3			—
Conversion to shares		(1,315	)		(103	)
Balance, April 30, 2023		—			—

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Leases (Tables)

12 Months Ended

Apr. 30, 2023

Presentation of leases for lessee [abstract]

Schedule of Future Minimum Lease Payments Related to Equipment under Finance Lease and Office Lease Obligation

The following is a schedule of the Company’s future minimum lease payments related to the equipment and automobiles under finance lease and the office lease obligation:

(in thousands)	$
2024		1,548
2025		1,033
2026		993
2027		989
2028		983
More than 5 years		3,849
Total minimum lease payments		9,395
Less: imputed interest		(2,128	)
Total present value of minimum lease payments		7,267
Less: Current portion		(1,116	)
Non-current portion		6,151

Summary of disclosure in tabular form of nature of companies leases

The nature of the Company’s leases by type of right-of-use asset as at April 30, 2023 is as follows:

Right-of-use asset type	No. of right-of-use assets leased		Range of remaining term	Average remaining lease term	No. of leases with extension options		No. of leases with options to purchase		No. of leases with variable payments linked to an index		No. of leases with termination options
Lab and office facilities		4	0.5 - 9 years	3 years		4		—		3		2
Automobiles		6	1.5 - 4 years	2 years		—		—		6		6

Schedule of changes in the Value of the Right-of-Use Assets

The changes in the value of right-of-use assets during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	Building $			Automobile $			Lab Equipment $			Total $
Cost:
Balance, April 30, 2021		2,730			94			623			3,447
Additions		311			1			—			312
Acquisition of BioStrand		69			152			—			221
Lease modification		(22	)		—			—			(22	)
Loss on impairment		(369	)		—			—			(369	)
Foreign exchange		(133	)		(8	)		28			(113	)
Balance, April 30, 2022		2,586			239			651			3,476
Additions		7,593			—			—			7,593
Disposals		(1,290	)		(95	)		(687	)		(2,072	)
Foreign exchange		196			23			36			255
Balance, April 30, 2023		9,085			167			—			9,252
Accumulated Depreciation:
Balance, April 30, 2021		1,334			27			220			1,581
Depreciation		698			23			224			945
Loss on impairment		(196	)		—			—			(196	)
Foreign exchange		(100	)		(4	)		16			(88	)
Balance, April 30, 2022		1,736			46			460			2,242
Depreciation		1,109			58			198			1,365
Disposals		(1,274	)		(57	)		(507	)		(1,838	)
Foreign exchange		181			10			(151	)		40
Balance, April 30, 2023		1,752			57			—			1,809
Net Book Value:
April 30, 2022		850			193			191			1,234
April 30, 2023		7,333			110			—			7,443

Lease payments not recognized as a liability

The Company has elected not to recognize a lease liability for leases with an expected term of 12 months or less. Additionally, certain variable lease payments are not permitted to be recognized as lease liabilities and are recognized in profit and loss as incurred. The expense relating to payments not included in the measurement of the lease liability during the years ended April 30, 2023 and 2022 are as follows:

(in thousands)	2023 $		2022 $
Leases of low value assets		40		32
Variable lease payments		215		136
		255		168

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Share Capital (Tables)

12 Months Ended

Apr. 30, 2023

Disclosure of classes of share capital [abstract]

Summary of Stock Option Awards

The following table summarizes stock option awards during the years ended April 30, 2023 and 2022, including the fair value determined using the Black-Scholes option pricing model:

Grant date	Stock options granted		Exercisable price/option $		Awarded to	Share price on grant date $		Dividend yield			Expected volatility			Risk-free rate			Expected life	Fair value
May 9, 2021(3)		10,000	7.72(7)		Strategic Board Members	9.42			0	%		78	%		0.70	%	5.0 years	$0.06 million
June 13, 2021(4)		43,750	7.14(7)		Consultant	8.63			0	%		78	%		0.71	%	3.0 years	$0.2 million
August 7, 2021(2)		45,000		9.19	Employees	9.19			0	%		79	%		0.80	%	5.0 years	$0.3 million
January 2, 2022(1)		28,250		6.89	Directors	6.89			0	%		77	%		1.18	%	4.0 years	$0.1 million
January 7, 2022(2)		225,000		7.94	Officers and employees	7.94			0	%		77	%		1.42	%	5.0 years	$1.1 million
January 7, 2022(2)		113,000		7.94	Employees	7.94			0	%		77	%		1.42	%	4.7 years	$0.5 million
January 13, 2022(5)		15,000		8.30	Officer		8.30		0	%		77	%		1.43	%	1.0 years	$0.04 million
January 13, 2022(2)		24,000		8.30	Employees		8.30		0	%		77	%		1.43	%	4.7 years	$0.1 million
March 11, 2022(6)		25,000		6.35	Consultant		4.67		0	%		76	%		1.77	%	2.0 years	$0.03 million
May 15, 2022(2)		80,000		5.79	Employees		3.79		0	%		77	%		2.73	%	5.0 years	$0.3 million
February 19, 2023(1)		29,060	4.10(7)		Directors	4.10(7)			0	%		77	%		3.57	%	4.0 years	$0.1 million
February 19, 2023(2)		609,452	4.10(7)		Officers and employees	4.10(7)			0	%		77	%		3.57	%	5.0 years	$2.2 million

(1)Vesting conditions are as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date; and one-quarter 12 months after grant date.

(2)Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date.

(3)Vesting conditions are as follows: one-third one year after grant date; one-third two years after grand date; and one-third three years after grant date.

(4)The option vested immediately.

(5)Vesting conditions are as follows: one-third 2 months after grant date; one-third 4 months after grant date; and one-third 6 months after grant date.

(6)Vesting conditions are as follows: one-half 3 months after grant date; one-half 6 months after grant date.

(7)Priced in US dollars

Summary of Changes in Stock Option

The changes in the stock options for the years ended April 30, 2023 and 2022 are as follows:

	Number of options #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2021 (outstanding)		1,358,900			7.93		3.11
Granted		529,000			7.98		—
Exercised		(188,000	)		3.26		—
Expired		(60,250	)		10.75		—
Forfeited		(15,500	)		20.30		—
Balance, April 30, 2022 (outstanding)		1,624,150			8.29		2.88
Granted		718,512			5.58		—
Exercised		(318,725	)		3.27		—
Expired		(115,174	)		9.35		—
Forfeited		(24,335	)		9.45		—
Balance, April 30, 2023 (outstanding)		1,884,428			8.03		3.27
Unvested		(813,845	)		5.95		4.55
Exercisable, April 30, 2023		1,070,583			9.61		2.30

Summary of Options Outstanding

Details of the options outstanding as at April 30, 2023 are as follows:

Expiry Date	Exercise price $		Remaining life (year)		Options outstanding		Unvested		Exercisable
September 24, 2023		4.75		0.40		19,000		-		19,000
November 7, 2023		4.10		0.52		20,000		-		20,000
December 31, 2023		5.00		0.67		180,000		-		180,000
January 11, 2024		5.00		0.70		60,000		-		60,000
September 1, 2025		8.50		2.34		250,000		-		250,000
January 6, 2026		20.30		2.69		210,000		-		210,000
May 9, 2026(1)		10.46		3.03		10,000		6,667		3,333
January 2, 2026		6.89		2.68		28,250		-		28,250
January 7, 2027		7.94		3.69		332,666		110,000		222,666
January 7, 2027		8.30		3.71		31,000		5,333		25,667
February 22, 2024		6.35		0.82		25,000		-		25,000
May 15, 2027		5.79		4.04		80,000		53,333		26,667
February 19, 2027(2)		5.55		3.81		29,060		29,060		-
February 19, 2028(2)		5.55		4.81		609,452		609,452		-
		8.03		3.27		1,884,428		813,845		1,070,583

(1)Exercise price of US $7.72. The figure in the table above is translated at the April 30, 2023 rate.

(2)Exercise price of US $4.10. The figure in the table above is translated at the April 30, 2023 rate.

Summary of Changes in Warrants

The changes in the warrants for the years ended April 30, 2023 and 2022 are as follows:

	Number of warrants #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2021		878,300			3.50		0.90
Exercised		(878,300	)		3.50		—
Balance, April 30, 2023 and 2022		—			—		—

Summary of Changes in Finder's Warrants

The changes in the finder’s warrants for the years ended April 30, 2023 and 2022 are as follows:

	Number of warrants #			Weighted average exercise price $		Weighted average life remaining (years)
Balance, April 30, 2021		176,888			16.12		3.75
Exercised		(46,777	)		3.50		—
Balance, April 30, 2022		130,111			21.59		3.77
Exercised		—			—		—
Balance, April 30, 2023		130,111			22.77		2.77

Details of Finder's Warrants Outstanding

Details of the finder’s warrants outstanding as at April 30, 2023 are as follows:

Expiry Date	Exercise price $		Remaining life (year)		Warrants outstanding
February 3, 2026(1)		22.77		2.77		130,111

(1)Exercise price of US $16.81. The figure in the table above is translated at the April 30, 2023 rate.

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Employee Remuneration (Tables)

12 Months Ended

Apr. 30, 2023

Disclosure of employee benefits expenses [abstract]

Summary of Expenses Recognized for Employee Benefits

Expenses recognized for employee benefits for the years ended April 30, 2023 and 2022 are detailed below:

(in thousands)	2023 $		2022 $
Wages, salaries		10,433		8,600
Employee benefits		926		798
Payroll taxes		939		714
Severance		194		8
Share-based payments		1,943		3,083
		14,435		13,203

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Related Party Transactions (Tables)

12 Months Ended

Apr. 30, 2023

Related party transactions [abstract]

Schedule of Schedule of Compensation For Key Management

(in thousands)	2023 $		2022 $
Salaries and other short-term benefits		2,632		2,531
Severance (included in salaries)		183		8
Share-based payments		986		1,388
Director compensation (included in salaries)		335		355
		4,136		4,282

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Financial Instruments (Tables)

12 Months Ended

Apr. 30, 2023

Disclosure of detailed information about financial instruments [abstract]

Schedule of Details of Amounts Receivable and Allowances for Doubtful Accounts

Details of amounts receivable and allowances for doubtful accounts as at April 30, 2023 and 2022 are as follows:

(in thousands)	2023 $			2022 $
Amounts receivable		3,280			2,539
Allowance for doubtful accounts		(33	)		(36	)
Amounts receivable, net		3,247			2,503

Summary of Classification and Measurement of Financial Assets and Liabilities

At April 30, 2023, the Company is exposed to currency risk through the following assets and liabilities denominated in US dollars and Euros:

	Euros			US Dollars
(in thousands)	(€)			(US $)
Cash		2,465			2,193
Amounts receivable		1,236			679
Investment		82			—
		3,783			2,872
Accounts payable and accrued liabilities		(867	)		(1,700	)
Deferred acquisition payments		(336	)		—
Leases		(664	)		(70	)
		(1,867	)		(1,770	)
Net		1,916			1,102

Schedule of Contractual Cash Flow Requirements

Contractual cash flow requirements as at April 30, 2023 were as follows:

	< 1 year		1 - 2 years		2 - 5 years		>5 years		Total
(in thousands)	$		$		$		$		$
Accounts payable and accrued liabilities		3,386		—		—		—		3,386
Leases		1,548		1,033		2,965		3,849		9,395
Total		4,934		1,033		2,965		3,849		12,781

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Inventories (Tables)

12 Months Ended

Apr. 30, 2023

Classes of current inventories [abstract]

Summary of Detailed Information About Inventories

Inventories as at April 30, 2023 and 2022 consist of the following:

(in thousands)	2023 $		2022 $
Supplies and parts		1,344		1,418
Antibodies		206		197
Work in process		510		—
		2,060		1,615

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Segmented Information and Economic Dependence (Tables)

12 Months Ended

Apr. 30, 2023

Disclosure of operating segments [abstract]

Summary of Geographical Segments

The Company’s revenues are allocated to geographic regions for the year ended April 30, 2023 and 2022 as follows:

	Years ended April 30,
(in thousands)	2023 $		2022 $
United States of America		9,365		6,816
Europe		9,450		9,429
Canada		618		572
Australia		630		1,540
Other		602		1,007
		20,665		19,364

The Company’s non-current assets are allocated to geographic regions as of April 30, 2023 and 2022 as follows:

	April 30, 2023 $		April 30, 2022 $
North America - Corporate		89		76
North America		1,025		1,481
Belgium		40,406		41,355
Netherlands		19,501		13,265
		61,021		56,177

Geographic segmentation of the Company’s net income (loss) for the year ended April 30, 2023 and 2022 is as follows:

	Years ended April 30,
(in thousands)	2023 $			2022 $
North America - Corporate		(8,422	)		(9,340	)
North America		(12,601	)		(11,424	)
Belgium		(7,024	)		(215	)
Netherlands		1,487			4,270
		(26,560	)		(16,709	)

Geographic segmentation of the interest and accretion, and amortization and depreciation for the year ended April 30, 2023 and 2022 is as follows:

	Years ended April 30,
Interest and accretion (in thousands)	2023 $		2022 $
North America - Corporate		39		258
North America		19		51
Belgium		20		3
Netherlands		318		107
		396		419

	Years ended April 30,
Amortization and depreciation (in thousands)	2023 $		2022 $
North America - Corporate		14		56
North America		720		778
Belgium		2,543		—
Netherlands		3,408		2,935
		6,685		3,769

Summary of Revenues Allocated According to Revenue Types

The Company’s revenues are allocated according to revenue types for the year ended April 30, 2023 and 2022 as follows:

	Years ended April 30,
(in thousands)	2023 $		2022 $
Project revenue		18,677		17,356
Product sales revenue		1,747		1,652
Cryostorage revenue		241		356
		20,665		19,364

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Apr. 30, 2023

Statement of cash flows [abstract]

Summary of Non-cash Investing and Financing Transactions

Non-cash investing and financing transactions (in thousands)	April 30, 2023 $		April 30, 2022 $
Acquisition of building and equipment by lease		7,593		312
Settlement of convertible debentures		1,315		304
Fair value of shares issued pursuant to deferred acquisition payment to IPA Europe		—		503

Summary of Changes in Liabilities Arose From Financing Activities

The following changes in liabilities arose from financing activities:

						Non-cash changes
(in thousands)	April 30, 2022 $		Cash Flows $			Acquisition $		Settlement / Disposal $			Accretion $		Foreign exchange movements and change in estimates $			April 30, 2023 $
Deferred acquisition payments		1,237		(592	)		—		—			27		(23	)		649
Convertible debentures		1,312		—			—		(1,315	)		3		—			—
Leases		1,455		(1,337	)		7,593		—			—		(444	)		7,267
Total		4,004		(1,929	)		7,593		(1,315	)		30		(467	)		7,916

						Non-cash changes
(in thousands)	April 30, 2021 $		Cash Flows $			Acquisition $		Debt forgiven / Settlement / Disposal $			Accretion $		Foreign exchange movements and change in estimates $			April 30, 2022 $
Deferred acquisition payments		498		—			1,248		(503	)		—		(6	)		1,237
Convertible debentures		1,531		—			—		(304	)		85		—			1,312
Leases		1,926		(962	)		533		—			—		(42	)		1,455
Total		3,955		(962	)		1,781		(807	)		85		(48	)		4,004

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Income Taxes (Tables)

12 Months Ended

Apr. 30, 2023

Disclosure Of Income Taxes [Abstract]

Summary of Differences and Related Tax Effects

Income tax expense differs from the amount that would be computed by applying the federal and provincial statutory tax rates of 27% (2021 – 27%) to the earnings before income taxes. The reasons for the differences and related tax effects are as follows:

	2023			2022
	$			$
Earnings (loss) before income taxes		(27,752	)		(15,848	)
Income taxes (recovery) on earnings before income taxes, at above basic rate		(7,493	)		(3,627	)
Increase (decrease) in taxes resulting from:
Nondeductible expenses		8			322
Estimated SR&ED ITC		(198	)		—
Effects of tax rate change and foreign exchange		209			12
Deferred income tax asset recognized		—			(138	)
Tax rate difference by jurisdiction		948			(359	)
Tax benefits not recognized		4,885			4,651
Impairment loss		602			—
Prior year tax assessments and adjustments		(420	)		—
Other		267			—
Income taxes (recovery)		(1,192	)		861

	2023			2022
	$			$
Current income taxes		(242	)		1,390
Deferred income taxes (recovery)		(950	)		(529	)
Income taxes (recovery)		(1,192	)		861

Summary of Temporary Differences to Deferred Income Tax Assets and Liabilities

Temporary differences give rise to the following deferred income tax assets and liabilities:

	2023			2022
	$			$
Other tax pools		31			(20	)
Capital assets net of lease liabilities		(61	)		8
Inventory and intangible assets		(7,631	)		(8,093	)
Recognized deferred income tax liabilities		(7,661	)		(8,105	)

	2023			2022
	$			$
Non-capital losses carried forward (expire from 2026 to 2039)		9,930			10,514
Other tax pools		—			1,373
Capital losses carried forward		295			194
Capital assets net of lease liabilities		20			13
Financing costs		746			979
Less: unrecognized deferred income tax asset		(10,991	)		(13,073	)
Unrecognized deferred income tax liabilities		—			—

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Nature of Operations - Additional Information (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Nature Of Operations [Abstract]
Operating losses	$ 26,560	$ 16,709
Accumulated deficit	73,088	$ 46,528
Cash on hand	$ 8,400

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Basis of Presentation - Summary of Subsidiaries which are Wholly Owned and Subject to Control (Details)	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
ImmunoPrecise Antibodies (Canada) Ltd.
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	ImmunoPrecise Antibodies (Canada) Ltd.
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	Canada
Functional Currency	Canadian dollar
ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA")
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA")
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	USA
Functional Currency	US dollar
ImmunoPrecise Antibodies (N.D.) Ltd.
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	ImmunoPrecise Antibodies (N.D.) Ltd.
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	USA
Functional Currency	US dollar
ImmunoPrecise Antibodies (MA) LLC
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	ImmunoPrecise Antibodies (MA) LLC
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	USA
Functional Currency	US dollar
Talem Therapeutics LLC ("Talem")
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	Talem Therapeutics LLC ("Talem")
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	USA
Functional Currency	US dollar
ImmunoPrecise Netherlands B.V.
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	ImmunoPrecise Netherlands B.V.
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	Netherlands
Functional Currency	Euro
ImmunoPrecise Antibodies (Europe) B.V. ("IPA Europe")
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	ImmunoPrecise Antibodies (Europe) B.V. ("IPA Europe")
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	Netherlands
Functional Currency	Euro
BioStrand B.V.
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	BioStrand B.V.
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	Belgium
Functional Currency	Euro
Idea Family B.V.
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	Idea Family B.V.
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	Belgium
Functional Currency	Euro
BioKey B.V.
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	BioKey B.V.
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	Belgium
Functional Currency	Euro
BioClue B.V.
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	BioClue B.V.
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	Belgium
Functional Currency	Euro
ImmunoPrecise Antibodies (Quebec), Ltd.
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	ImmunoPrecise Antibodies (Quebec), Ltd.
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	Canada
Functional Currency	Canadian dollar
9438-9244 Quebec, Inc
Disclosure Of Significant Investments In Subsidiaries [Line Items]
Name of Subsidiary	9438-9244 Quebec, Inc.
Equity Interest percentage	100.00%	100.00%
Country of Incorporation	Canada
Functional Currency	Canadian dollar

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Significant Accounting Policies - Summary of Classification and Measurement of Financial Assets and Liabilities (Details)	12 Months Ended
	Apr. 30, 2023
Cash
Disclosure Of Financial Instruments [Line Items]
Financial assets, Classification and measurement IFRS 9	Amortized cost
Amounts Receivable
Disclosure Of Financial Instruments [Line Items]
Financial assets, Classification and measurement IFRS 9	Amortized cost
Investment
Disclosure Of Financial Instruments [Line Items]
Financial assets, Classification and measurement IFRS 9	FVTPL
Accounts Payable and Accrued Liabilities
Disclosure Of Financial Instruments [Line Items]
Financial liabilities, Classification and measurement IFRS 9	Amortized cost
Convertible Debentures
Disclosure Of Financial Instruments [Line Items]
Financial liabilities, Classification and measurement IFRS 9	Amortized cost
Deferred Acquisition Payments
Disclosure Of Financial Instruments [Line Items]
Financial liabilities, Classification and measurement IFRS 9	Amortized cost

XML

Significant Accounting Policies - Schedule of Estimated Term of Asset (Details)	12 Months Ended
	Apr. 30, 2023
Lab Equipment
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Straight line
Term	5 years
Furniture and Equipment
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Straight line
Term	5 years
Computer Hardware
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Straight line
Term	2 years
Building
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Straight line
Term	Remaining term of the property lease
Automobile
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Straight line
Term	Remaining term of the automobile lease
Leasehold Improvements
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Straight line
Term	Shorter of useful life and remaining term of the lease plus the first renewal option
Computer Software
Disclosure Of Property Plant And Equipment [Line Items]
Basis	Straight line
Term	1 year

XML

Significant Accounting Policies - Summary of Amortization of Intangible Assets with Finite Lives (Details)	12 Months Ended
	Apr. 30, 2023
Internally generated development costs
Disclosure of detailed information about intangible assets [line items]
Basis	Straight line
Term	5 years
Intellectual property
Disclosure of detailed information about intangible assets [line items]
Basis	Straight line
Intellectual property | Bottom of range [member]
Disclosure of detailed information about intangible assets [line items]
Term	10 years
Intellectual property | Top of range [member]
Disclosure of detailed information about intangible assets [line items]
Term	15 years
Proprietary processes
Disclosure of detailed information about intangible assets [line items]
Basis	Straight line
Term	5 years
Certifications
Disclosure of detailed information about intangible assets [line items]
Basis	Straight line
Term	1 year
Customer list
Disclosure of detailed information about intangible assets [line items]
Basis	Straight line
Term	2 years

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Significant Accounting Policies - Additional Information (Details) $ in Millions	12 Months Ended
	Apr. 30, 2023 CAD ($)
Disclosure of detailed information about intangible assets [line items]
Impairment of long-lived assets, description	The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of their carrying amount to the recoverable amount. The recoverable amount is the higher of the fair value less costs of disposal or the value in use. Value in use is determined by the present value of the future cash flows from the asset. If the recoverable amount is less than the carrying amount, then there is impairment. Where an impairment loss exists, the portion of the carrying amount exceeding the recoverable amount is recorded as an expense immediately. Assets that have been impaired in prior periods are tested for possible reversal of impairment whenever events or changes in circumstance indicate that the impairment has reversed. If the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount but not beyond the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior periods. The reversal is recognized in profit or loss immediately.
BioStrand
Disclosure of detailed information about intangible assets [line items]
Impairment loss	$ 2.5

XML

Critical Accounting Estimates And Judgments - Additional Information (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Critical Accounting Estimates And Judgments [Line Items]
Goodwill	$ 19,171	$ 19,635
Oss
Disclosure Of Critical Accounting Estimates And Judgments [Line Items]
Goodwill	3,100
Utrecht
Disclosure Of Critical Accounting Estimates And Judgments [Line Items]
Goodwill	4,700
Biostrand
Disclosure Of Critical Accounting Estimates And Judgments [Line Items]
Goodwill	11,400
Goodwill impairment	$ 2,500

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Acquisition of Biostrand - Additional Information (Detail) $ in Thousands, € in Millions			12 Months Ended
	Apr. 13, 2022 CAD ($) shares	Apr. 13, 2022 EUR (€)	Apr. 30, 2023 CAD ($)	Apr. 30, 2022 CAD ($) shares	Apr. 30, 2022 EUR (€)	Apr. 30, 2022 EUR (€) shares	Apr. 13, 2022 EUR (€) shares
Disclosure of detailed information about business combination [line items]
Net income (loss)			$ (26,560)	$ (16,709)
Amortization on the intangible assets			$ 4,414	2,013
BioStrand B.V. [Member]
Disclosure of detailed information about business combination [line items]
Cash paid at the time or acquisition	$ 3,700						€ 2.7
Transaction costs				700
Fair value of common shares issued	$ 29,126
Net income (loss)				200
Deferred cash payment				$ 100	€ 1.0
Intellectual property assets useful life				15 years	15 years
BioStrand B.V. [Member] | Escrow Agreement [Member] | Tranche One [Member]
Disclosure of detailed information about business combination [line items]
Percentage of shares to be released to vendors				15.00%		15.00%
BioStrand B.V. [Member] | Escrow Agreement [Member] | Tranche Two [Member]
Disclosure of detailed information about business combination [line items]
Percentage of shares to be released to vendors				20.00%		20.00%
BioStrand B.V. [Member] | Escrow Agreement [Member] | Tranche Three [Member]
Disclosure of detailed information about business combination [line items]
Percentage of shares to be released to vendors				65.00%		65.00%
BioStrand B.V. [Member] | Ninety Days [Member]
Disclosure of detailed information about business combination [line items]
Period of deferred cash payments	90 days	90 days
Deferred cash payment	$ 700	€ 0.5
BioStrand B.V. [Member] | Three Years [Member]
Disclosure of detailed information about business combination [line items]
Period of deferred cash payments	3 years	3 years
Deferred cash payment	$ 600	€ 0.5
BioStrand B.V. [Member] | Ordinary shares [member]
Disclosure of detailed information about business combination [line items]
Number of common shares issued | shares	4,077,774			4,077,774		4,077,774	4,077,774
Fair value of common shares issued				$ 29,100		€ 21.3

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Acquisition of Biostrand - Summary of Allocated Purchase Price (Detail) - BioStrand B.V. [Member] $ in Thousands	Apr. 13, 2022 CAD ($)
Disclosure of detailed information about business combination [line items]
Cash	$ 4,985
Common shares of the Company	29,126
Fair value of consideration	34,111
Cash	36
Amounts receivable	80
Unbilled revenue	8
Equipment and right-of-use assets	247
Intellectual property (not deductible for tax purposes)	28,459
Proprietary processes (not deductible for tax purposes)	391
Goodwill (not deductible for tax purposes)	12,658
Accounts payable and accrued liabilities assumed	(342)
Deferred revenue	9
Leases	(223)
Deferred income tax liability	(7,212)
Total net assets acquired and liabilities assumed	$ 34,111

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Acquisition of Biostrand - Summary of Changes in Value of Subsequent Payments (Detail) - BioStrand B.V. [Member] - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure of detailed information about business combination [line items]
Beginning balance	$ 1,305	$ 0
Amount at date of acquisition		1,317
Foreign exchange	45	(12)
Accretion	27
Working capital adjustment	(68)
Deferred acquisition payment	(592)
Ending balance	717	$ 1,305
Less: Current portion	(439)
Non-current portion	$ 278

XML

Property and Equipment - Summary of Changes in the Value of Property and Equipment (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	$ 3,559
Ending balance	10,392	$ 3,559
Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	9,206	8,406
Additions	8,924	1,483
Acquisition of BioStrand		245
Disposals	(2,088)	(26)
Lease modification		(22)
Subsidy reimbursement		(106)
Asset impairment		(363)
Foreign exchange	700	(411)
Ending balance	16,742	9,206
Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	(5,647)	(4,382)
Depreciation	2,271	1,756
Disposals	1,841	26
Asset impairment		(196)
Foreign exchange	273	(269)
Ending balance	(6,350)	(5,647)
Net Book Value
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	3,559
Ending balance	10,392	3,559
Computer Hardware | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	136	96
Additions	138	39
Acquisition of BioStrand		24
Disposals	(3)	(21)
Foreign exchange	17	(2)
Ending balance	288	136
Computer Hardware | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	(70)	(61)
Depreciation	84	31
Disposals	3	21
Foreign exchange	6	(1)
Ending balance	(157)	(70)
Computer Hardware | Net Book Value
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	66
Ending balance	131	66
Furniture and Equipment | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	35	36
Additions		3
Disposals		(5)
Foreign exchange	18	1
Ending balance	53	35
Furniture and Equipment | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	(29)	(28)
Depreciation	3	6
Disposals		5
Foreign exchange	1
Ending balance	(33)	(29)
Furniture and Equipment | Net Book Value
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	6
Ending balance	20	6
Computer Software | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	47	49
Foreign exchange	3	(2)
Ending balance	50	47
Computer Software | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	(47)	(42)
Depreciation		7
Foreign exchange	3	(2)
Ending balance	(50)	(47)
Building | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	2,586	2,730
Additions	7,593	311
Acquisition of BioStrand		69
Disposals	(1,290)
Lease modification		(22)
Asset impairment		(363)
Foreign exchange	196	(139)
Ending balance	9,085	2,586
Building | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	(1,736)	(1,334)
Depreciation	1,109	698
Disposals	1,274
Asset impairment		(196)
Foreign exchange	181	(100)
Ending balance	(1,752)	(1,736)
Building | Net Book Value
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	850
Ending balance	7,333	850
Automobile | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	239	94
Additions		1
Acquisition of BioStrand		152
Disposals	(95)
Foreign exchange	23	(8)
Ending balance	167	239
Automobile | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	(46)	(27)
Depreciation	58	23
Disposals	57
Foreign exchange	10	(4)
Ending balance	(57)	(46)
Automobile | Net Book Value
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	193
Ending balance	110	193
Leasehold Improvements | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	353	353
Additions	101
Completion of work-in-process	166
Foreign exchange	6
Ending balance	626	353
Leasehold Improvements | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	(348)	(296)
Depreciation	40	51
Foreign exchange		1
Ending balance	(388)	(348)
Leasehold Improvements | Net Book Value
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	5
Ending balance	238	5
Lab Equipment | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	5,672	5,048
Additions	1,064	991
Disposals	(700)
Subsidy reimbursement		(106)
Foreign exchange	437	(261)
Ending balance	6,473	5,672
Lab Equipment | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	(3,371)	(2,594)
Depreciation	977	940
Disposals	507
Foreign exchange	72	(163)
Ending balance	(3,913)	(3,371)
Lab Equipment | Net Book Value
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	2,301
Ending balance	2,560	2,301
WIP - Leasehold Improvements | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	138
Additions	28	138
Completion of work-in-process	(166)
Ending balance		138
WIP - Leasehold Improvements | Net Book Value
Disclosure Of Property Plant And Equipment [Line Items]
Beginning balance	$ 138
Ending balance		$ 138

XML

Intangibles Assets - Summary of Changes in the Value of the Intangible Assets (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure of detailed information about intangible assets [line items]
Beginning balance	$ 32,390
Ending balance	30,925	$ 32,390
Cost
Disclosure of detailed information about intangible assets [line items]
Beginning balance	39,612	11,895
Costs expensed		191
Foreign exchange	4,004	(1,324)
Ending balance	43,616	39,612
Cost | BioStrand B.V. [Member]
Disclosure of detailed information about intangible assets [line items]
Amortization		28,850
Accumulated Amortization
Disclosure of detailed information about intangible assets [line items]
Beginning balance	7,222	5,837
Amortization	4,414	2,013
Foreign exchange	1,055	(628)
Ending balance	12,691	7,222
Net Book Value
Disclosure of detailed information about intangible assets [line items]
Beginning balance	32,390
Ending balance	30,925	32,390
Internally Generated Development Costs | Cost
Disclosure of detailed information about intangible assets [line items]
Beginning balance	33	33
Costs expensed
Foreign exchange
Ending balance	33	33
Internally Generated Development Costs | Cost | BioStrand B.V. [Member]
Disclosure of detailed information about intangible assets [line items]
Amortization
Internally Generated Development Costs | Accumulated Amortization
Disclosure of detailed information about intangible assets [line items]
Beginning balance	8	1
Amortization	7	7
Foreign exchange	(1)
Ending balance	14	8
Internally Generated Development Costs | Net Book Value
Disclosure of detailed information about intangible assets [line items]
Beginning balance	25
Ending balance		25
Intellectual Properties | Cost
Disclosure of detailed information about intangible assets [line items]
Beginning balance	31,914	4,089
Costs expensed
Foreign exchange	3,229	(634)
Ending balance	35,143	31,914
Intellectual Properties | Cost | BioStrand B.V. [Member]
Disclosure of detailed information about intangible assets [line items]
Amortization		28,459
Intellectual Properties | Accumulated Amortization
Disclosure of detailed information about intangible assets [line items]
Beginning balance	1,693	1,445
Amortization	2,710	398
Foreign exchange	372	(150)
Ending balance	4,775	1,693
Intellectual Properties | Net Book Value
Disclosure of detailed information about intangible assets [line items]
Beginning balance	30,221
Ending balance		30,221
Proprietary Processes | Cost
Disclosure of detailed information about intangible assets [line items]
Beginning balance	7,359	7,635
Costs expensed
Foreign exchange	744	(667)
Ending balance	8,103	7,359
Proprietary Processes | Cost | BioStrand B.V. [Member]
Disclosure of detailed information about intangible assets [line items]
Amortization		391
Proprietary Processes | Accumulated Amortization
Disclosure of detailed information about intangible assets [line items]
Beginning balance	5,491	4,391
Amortization	1,477	1,577
Foreign exchange	665	(477)
Ending balance	7,633	5,491
Proprietary Processes | Net Book Value
Disclosure of detailed information about intangible assets [line items]
Beginning balance	1,868
Ending balance		1,868
Certifications | Cost
Disclosure of detailed information about intangible assets [line items]
Beginning balance	126	138
Costs expensed
Foreign exchange	13	(12)
Ending balance	139	126
Certifications | Cost | BioStrand B.V. [Member]
Disclosure of detailed information about intangible assets [line items]
Amortization
Certifications | Accumulated Amortization
Disclosure of detailed information about intangible assets [line items]
Beginning balance
Amortization	128
Foreign exchange	9
Ending balance	137
Certifications | Net Book Value
Disclosure of detailed information about intangible assets [line items]
Beginning balance	126
Ending balance	2	126
Customer List | Cost
Disclosure of detailed information about intangible assets [line items]
Beginning balance	180
Costs expensed		191
Foreign exchange	18	(11)
Ending balance	198	180
Customer List | Cost | BioStrand B.V. [Member]
Disclosure of detailed information about intangible assets [line items]
Amortization
Customer List | Accumulated Amortization
Disclosure of detailed information about intangible assets [line items]
Beginning balance	30
Amortization	92	31
Foreign exchange	10	(1)
Ending balance	132	30
Customer List | Net Book Value
Disclosure of detailed information about intangible assets [line items]
Beginning balance	150
Ending balance		$ 150

XML

Goodwill - Schedule of Reconciliation of Changes in Goodwill Explanatory (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure of reconciliation of changes in goodwill [line items]
Goodwill	$ 19,635
Goodwill	19,171	$ 19,635
U Protein IPA Europe And Bio strand [Member]
Disclosure of reconciliation of changes in goodwill [line items]
Goodwill	19,635	7,777
Foreign exchange	1,996	(677)
Acquisition of BioStrand		12,535
Asset impairment	(2,460)
Goodwill	$ 19,171	$ 19,635

XML

Goodwill - Schedule of Tabular Form of Allocating Goodwill to Cash Generating Units (Details) - CAD ($) $ in Thousands	Apr. 30, 2023	Apr. 30, 2022
Disclosure In Tabular Form Of Allocating Goodwill To Cash Generating Units [Line Items]
Goodwill	$ 19,171	$ 19,635
Goodwill Including Preliminary Value	19,171	19,635
Oss [Member]
Disclosure In Tabular Form Of Allocating Goodwill To Cash Generating Units [Line Items]
Goodwill	3,109	2,823
Utrecht [Member]
Disclosure In Tabular Form Of Allocating Goodwill To Cash Generating Units [Line Items]
Goodwill	4,710	4,277
Bio strand [Member]
Disclosure In Tabular Form Of Allocating Goodwill To Cash Generating Units [Line Items]
Goodwill	$ 11,352	$ 12,535

XML

Goodwill - Schedule of Information for Individual Asset or Cash generating Unit (Details) - CAD ($) $ in Thousands	Apr. 30, 2023	Apr. 30, 2022
Oss [Member]
Disclosure of information for cash-generating units [line items]
Recoverable amount	$ 6,723	$ 9,493
Terminal growth rates	2.20%	2.00%
Discount rates	28.10%	14.30%
Utrecht [Member]
Disclosure of information for cash-generating units [line items]
Recoverable amount	$ 11,405	$ 12,483
Terminal growth rates	2.20%	2.00%
Discount rates	24.10%	14.30%
Bio strand [Member]
Disclosure of information for cash-generating units [line items]
Recoverable amount	$ 31,546
Terminal growth rates	2.50%
Discount rates	33.10%

XML

Goodwill - Additional Information (Details) $ in Millions	12 Months Ended
	Apr. 30, 2023 CAD ($)
Disclosure of detailed information about intangible assets [line items]
Term for calculating profit marging for cash generating units	3 years
BioStrand
Disclosure of detailed information about intangible assets [line items]
Impairment loss	$ 2.5

XML

Convertible Debentures - Additional Information (Details) $ in Thousands			12 Months Ended
	May 27, 2020 CAD ($)	May 15, 2020 CAD ($)	Apr. 30, 2023 CAD ($) shares	Apr. 30, 2021 CAD ($)
Convertible Debentures [Line Items]
Convertible debentures conversion price | shares			4.25
Carrying value of new debentures			$ 2,400
Equity Component
Convertible Debentures [Line Items]
Transaction costs			$ 10
New Debentures
Convertible Debentures [Line Items]
Convertible debentures interest rate	10.00%	10.00%	10.00%
Proceeds from issue of convertible debentures	$ 40	$ 2,590		$ 2,600
Convertible debentures maturity date	May 22, 2022	May 15, 2022
Description of conversion of debt to equity			The Company may force convert the principal amount of the New Debentures at $4.25 per share if the average closing price is equal to or greater than $7.50 for 20 trading days.
Consulting fees			$ 80
Legal and filing fees			30
Transaction costs			100
New Debentures | 10% Convertible Debentures
Convertible Debentures [Line Items]
Carrying value of equity			$ 200
New Debentures | 10% Convertible Debentures | Discounted Cash Flow
Convertible Debentures [Line Items]
Effective interest rate			15.00%

XML

Convertible Debentures - Summary of Changes in Value of New Debentures (Details) - CAD ($) $ in Thousands			12 Months Ended
	May 27, 2020	May 15, 2020	Apr. 30, 2023	Apr. 30, 2022	Apr. 30, 2021
Convertible Debentures [Line Items]
Conversion to shares			$ (1,315)	$ (304)
Equity Component
Convertible Debentures [Line Items]
Transaction costs			(10)
New Debentures
Convertible Debentures [Line Items]
Proceeds	$ 40	$ 2,590			$ 2,600
Transaction costs			(100)
New Debentures | Liability Component
Convertible Debentures [Line Items]
Beginning balance			1,312,000	1,531,000
Accretion expense			3,000	85,000
Conversion to shares			(1,315,000)	(304,000)
Ending balance				1,312,000	1,531,000
New Debentures | Equity Component
Convertible Debentures [Line Items]
Beginning balance			103,000	127,000
Conversion to shares			$ (103,000)	(24,000)
Ending balance				$ 103,000	$ 127,000

XML

Leases - Additional Information (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Presentation of Leases for Lessee [Line Items]
Asset impairment		$ 200
Cash outflow for leases	$ 1,300	$ 1,000
Right-of-use assets	$ 7,443
Initial term of lease	5 years
Renewal option of additional term of lease	5 years
Utrecht
Presentation of Leases for Lessee [Line Items]
Right-of-use assets	$ 6,200

XML

Leases - Schedule of Future Minimum Lease Payments Related to Equipment under Finance Lease and Office Lease Obligation (Details) $ in Thousands	Apr. 30, 2023 CAD ($)
Disclosure Of Maturity Analysis Of Finance And Office Lease Payments [Line Items]
Total minimum lease payments	$ 9,395
Less: imputed interest	(2,128)
Total present value of minimum lease payments	7,267
Less: Current portion	(1,116)
Non-current portion	6,151
2024
Disclosure Of Maturity Analysis Of Finance And Office Lease Payments [Line Items]
Total minimum lease payments	1,548
2025
Disclosure Of Maturity Analysis Of Finance And Office Lease Payments [Line Items]
Total minimum lease payments	1,033
2026
Disclosure Of Maturity Analysis Of Finance And Office Lease Payments [Line Items]
Total minimum lease payments	993
2027
Disclosure Of Maturity Analysis Of Finance And Office Lease Payments [Line Items]
Total minimum lease payments	989
2028
Disclosure Of Maturity Analysis Of Finance And Office Lease Payments [Line Items]
Total minimum lease payments	983
More than 5 years
Disclosure Of Maturity Analysis Of Finance And Office Lease Payments [Line Items]
Total minimum lease payments	$ 3,849

XML

Leases - Summary of Disclosure in Tabular Form of Nature of Companies Leases (Detail)	12 Months Ended
	Apr. 30, 2023
Lab and office facilities
Disclosure In Tabular Form Of Nature Of Companies Leases [Line Items]
Number of right of use assets leased	4
No. of leases with extension options	4
No. of leases with options to purchase	0
No. of leases with variable payments linked to an index	3
No. of leases with termination options	2
Automobile
Disclosure In Tabular Form Of Nature Of Companies Leases [Line Items]
Number of right of use assets leased	6
No. of leases with extension options	0
No. of leases with options to purchase	0
No. of leases with variable payments linked to an index	6
No. of leases with termination options	6
Weighted average | Lab and office facilities
Disclosure In Tabular Form Of Nature Of Companies Leases [Line Items]
Range of remaining term	3 years
Weighted average | Automobile
Disclosure In Tabular Form Of Nature Of Companies Leases [Line Items]
Range of remaining term	2 years
Bottom of Range | Lab and office facilities
Disclosure In Tabular Form Of Nature Of Companies Leases [Line Items]
Range of remaining term	6 months
Bottom of Range | Automobile
Disclosure In Tabular Form Of Nature Of Companies Leases [Line Items]
Range of remaining term	1 year 6 months
Top of Range | Lab and office facilities
Disclosure In Tabular Form Of Nature Of Companies Leases [Line Items]
Range of remaining term	9 years
Top of Range | Automobile
Disclosure In Tabular Form Of Nature Of Companies Leases [Line Items]
Range of remaining term	4 years

XML

Leases - Schedule of Changes in the Value of the Right-of-Use Assets (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure of quantitative information about right-of-use assets [line items]
Ending balance	$ 7,443
Cost
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	3,476	$ 3,447
Additions	7,593	312
Acquisition of BioStrand		221
Lease modification		(22)
Loss on impairment		(369)
Disposals	(2,072)
Foreign exchange	255	(113)
Ending balance	9,252	3,476
Accumulated Depreciation
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	2,242	1,581
Depreciation	1,365	945
Loss on impairment		(196)
Disposals	(1,838)
Foreign exchange	40	(88)
Ending balance	1,809	2,242
Net Book Value
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	1,234
Ending balance		1,234
Building
Disclosure of quantitative information about right-of-use assets [line items]
Ending balance	7,333
Building | Cost
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	2,586	2,730
Additions	7,593	311
Acquisition of BioStrand		69
Lease modification		(22)
Loss on impairment		(369)
Disposals	(1,290)
Foreign exchange	196	(133)
Ending balance	9,085	2,586
Building | Accumulated Depreciation
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	1,736	1,334
Depreciation	1,109	698
Loss on impairment		(196)
Disposals	(1,274)
Foreign exchange	181	(100)
Ending balance	1,752	1,736
Building | Net Book Value
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	850
Ending balance		850
Automobile
Disclosure of quantitative information about right-of-use assets [line items]
Ending balance	110
Automobile | Cost
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	239	94
Additions		1
Acquisition of BioStrand		152
Disposals	(95)
Foreign exchange	23	(8)
Ending balance	167	239
Automobile | Accumulated Depreciation
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	46	27
Depreciation	58	23
Disposals	(57)
Foreign exchange	10	(4)
Ending balance	57	46
Automobile | Net Book Value
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	193
Ending balance		193
Lab Equipment | Cost
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	651	623
Disposals	(687)
Foreign exchange	36	28
Ending balance		651
Lab Equipment | Accumulated Depreciation
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	460	220
Depreciation	198	224
Disposals	(507)
Foreign exchange	(151)	16
Ending balance		460
Lab Equipment | Net Book Value
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	$ 191
Ending balance		$ 191

XML

Leases - Summary of Disclosure in Tabular Form Of Expenses Relating to Payments not included in the Measurement of Lease Liability (Detail) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Presentation of leases for lessee [abstract]
Leases of low value assets	$ 40	$ 32
Variable lease payments	215	136
Measurement of the lease liability	$ 255	$ 168

XML

Share Capital - Additional Information (Details) - CAD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Apr. 13, 2022	May 03, 2021	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Classes Of Share Capital [Line Items]
Shares issued pursuant to option exercise, shares			263,537	188,000
Number of options, Exercised			318,725	188,000
Shares issued pursuant to option exercise			$ (716)	$ (612)
Shares issued pursuant to warrant exercise, shares				925,076
Shares issued pursuant to warrant exercise				$ (3,238)
Share-based payments			1,943	3,083
Convertible Debentures [Member]
Disclosure Of Classes Of Share Capital [Line Items]
Debt conversion principal debt amount				$ 300
IPA Europe
Disclosure Of Classes Of Share Capital [Line Items]
Shares issued pursuant to deferred payment for acquisition, Number of Shares				41,488
Shares issued pursuant to deferred payment for acquisition				$ 503
Share Capital
Disclosure Of Classes Of Share Capital [Line Items]
Shares issued pursuant to option exercise			$ (1,493)	(1,013)
Shares issued pursuant to warrant exercise				(3,491)
Share Capital | IPA Europe
Disclosure Of Classes Of Share Capital [Line Items]
Shares issued pursuant to deferred payment for acquisition				$ 503
Share Capital | Common Shares
Disclosure Of Classes Of Share Capital [Line Items]
Shares issued pursuant to option exercise, shares			263,537	188,000
Total gross proceeds from exercise of stock options			$ 700	$ 600
Shares issued pursuant to option exercise			$ 800	$ 400
Weighted average share price			$ 4.50	$ 7.95
Shares issued pursuant to warrant exercise, shares				925,076
Total gross proceeds from exercise of warrants				$ 3,200
Shares issued pursuant to warrant exercise				$ (300)
Shares issued pursuant to conversion of convertible debentures, Number of Shares			309,877	75,292
Convertible debentures			$ 1,300	$ 300
Debt conversion principal debt amount			1,300
Share Capital | Common Shares | IPA Europe
Disclosure Of Classes Of Share Capital [Line Items]
Shares issued pursuant to deferred payment for acquisition, Number of Shares		41,488
Shares issued pursuant to deferred payment for acquisition		$ 500
Share Capital | Common Shares | BioStrand [Member]
Disclosure Of Classes Of Share Capital [Line Items]
Shares issued pursuant to deferred payment for acquisition, Number of Shares	4,077,774
Shares issued pursuant to deferred payment for acquisition	$ 29,100
Contributed Surplus
Disclosure Of Classes Of Share Capital [Line Items]
Shares issued pursuant to option exercise			$ 777	401
Shares issued pursuant to warrant exercise				$ 253

XML

Share Capital - Summary of Stock Option Awards (Details) - 12 months ended Apr. 30, 2023 $ / shares in Units, $ in Thousands		CAD ($) shares yr $ / shares	CAD ($) shares yr $ / shares
May 9, 2021 | Strategic board members
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[1]	May 9, 2021	May 9, 2021
Stock options granted | shares	[1]	10,000	10,000
Exercisable price/option	[1],[2]	$ 7.72
Awarded to	[1]	Strategic Board Members	Strategic Board Members
Share price on grant date	[1]		$ 9.42
Dividend yield	[1]	0.00%	0.00%
Expected volatility	[1]	78.00%	78.00%
Risk- free rate	[1]	0.70%	0.70%
Expected life | yr	[1]	5.0	5.0
Fair value | $	[1]	$ 60	$ 60
June 13, 2021 | Consultant
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[3]	June 13, 2021	June 13, 2021
Stock options granted | shares	[3]	43,750	43,750
Exercisable price/option	[2],[3]	$ 7.14
Awarded to	[3]	Consultant	Consultant
Share price on grant date	[3]		$ 8.63
Dividend yield	[3]	0.00%	0.00%
Expected volatility	[3]	78.00%	78.00%
Risk- free rate	[3]	0.71%	0.71%
Expected life | yr	[3]	3.0	3.0
Fair value | $	[3]	$ 200	$ 200
August 7, 2021 | Employees
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[4]	August 7, 2021	August 7, 2021
Stock options granted | shares	[4]	45,000	45,000
Exercisable price/option	[4]		$ 9.19
Awarded to	[4]	Employees	Employees
Share price on grant date	[4]		$ 9.19
Dividend yield	[4]	0.00%	0.00%
Expected volatility	[4]	79.00%	79.00%
Risk- free rate	[4]	0.80%	0.80%
Expected life | yr	[4]	5.0	5.0
Fair value | $	[4]	$ 300	$ 300
January 2, 2022 | Directors
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[5]	January 2, 2022	January 2, 2022
Stock options granted | shares	[5]	28,250	28,250
Exercisable price/option	[5]		$ 6.89
Awarded to	[5]	Directors	Directors
Share price on grant date	[5]		$ 6.89
Dividend yield	[5]	0.00%	0.00%
Expected volatility	[5]	77.00%	77.00%
Risk- free rate	[5]	1.18%	1.18%
Expected life | yr	[5]	4.0	4.0
Fair value | $	[5]	$ 100	$ 100
January 7, 2022 | Officers and employee
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[4]	January 7, 2022	January 7, 2022
Stock options granted | shares	[4]	225,000	225,000
Exercisable price/option	[4]		$ 7.94
Awarded to	[4]	Officers and employees	Officers and employees
Share price on grant date	[4]		$ 7.94
Dividend yield	[4]	0.00%	0.00%
Expected volatility	[4]	77.00%	77.00%
Risk- free rate	[4]	1.42%	1.42%
Expected life | yr	[4]	5.0	5.0
Fair value | $	[4]	$ 1,100	$ 1,100
January 7, 2022 | Employees
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[4]	January 7, 2022	January 7, 2022
Stock options granted | shares	[4]	113,000	113,000
Exercisable price/option	[4]		$ 7.94
Awarded to	[4]	Employees	Employees
Share price on grant date	[4]		$ 7.94
Dividend yield	[4]	0.00%	0.00%
Expected volatility	[4]	77.00%	77.00%
Risk- free rate	[4]	1.42%	1.42%
Expected life | yr	[4]	4.7	4.7
Fair value | $	[4]	$ 500	$ 500
January 13, 2022 | Employees
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[4]	January 13, 2022	January 13, 2022
Stock options granted | shares	[4]	24,000	24,000
Exercisable price/option	[4]		$ 8.30
Awarded to	[4]	Employees	Employees
Share price on grant date	[4]		$ 8.30
Dividend yield	[4]	0.00%	0.00%
Expected volatility	[4]	77.00%	77.00%
Risk- free rate	[4]	1.43%	1.43%
Expected life | yr	[4]	4.7	4.7
Fair value | $	[4]	$ 100	$ 100
January 13, 2022 | Officer
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[6]	January 13, 2022	January 13, 2022
Stock options granted | shares	[6]	15,000	15,000
Exercisable price/option	[6]		$ 8.30
Awarded to	[6]	Officer	Officer
Share price on grant date	[6]		$ 8.30
Dividend yield	[6]	0.00%	0.00%
Expected volatility	[6]	77.00%	77.00%
Risk- free rate	[6]	1.43%	1.43%
Expected life | yr	[6]	1.0	1.0
Fair value | $	[6]	$ 40	$ 40
March 11, 2022 | Consultant
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[7]	March 11, 2022	March 11, 2022
Stock options granted | shares	[7]	25,000	25,000
Exercisable price/option	[7]		$ 6.35
Awarded to	[7]	Consultant	Consultant
Share price on grant date	[7]		$ 4.67
Dividend yield	[7]	0.00%	0.00%
Expected volatility	[7]	76.00%	76.00%
Risk- free rate	[7]	1.77%	1.77%
Expected life | yr	[7]	2.0	2.0
Fair value | $	[7]	$ 30	$ 30
May 15, 2022 | Employees
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[4]	May 15, 2022	May 15, 2022
Stock options granted | shares	[4]	80,000	80,000
Exercisable price/option	[4]		$ 5.79
Awarded to	[4]	Employees	Employees
Share price on grant date	[4]		$ 3.79
Dividend yield	[4]	0.00%	0.00%
Expected volatility	[4]	77.00%	77.00%
Risk- free rate	[4]	2.73%	2.73%
Expected life | yr	[4]	5.0	5.0
Fair value | $	[4]	$ 300	$ 300
February 19, 2023 | Officers and employee
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[4]	February 19, 2023	February 19, 2023
Stock options granted | shares	[4]	609,452	609,452
Exercisable price/option	[2],[4]	$ 4.10
Awarded to	[4]	Officers and employees	Officers and employees
Share price on grant date	[2],[4]	$ 4.10
Dividend yield	[4]	0.00%	0.00%
Expected volatility	[4]	77.00%	77.00%
Risk- free rate	[4]	3.57%	3.57%
Expected life | yr	[4]	5.0	5.0
Fair value | $	[4]	$ 2,200	$ 2,200
February 19, 2023 | Directors
Disclosure of terms and conditions of share-based payment arrangement [line items]
Grant date	[5]	February 19, 2023	February 19, 2023
Stock options granted | shares	[5]	29,060	29,060
Exercisable price/option	[2],[5]	$ 4.10
Awarded to	[5]	Directors	Directors
Share price on grant date	[2],[5]	$ 4.10
Dividend yield	[5]	0.00%	0.00%
Expected volatility	[5]	77.00%	77.00%
Risk- free rate	[5]	3.57%	3.57%
Expected life | yr	[5]	4.0	4.0
Fair value | $	[5]	$ 100	$ 100

[1] Vesting conditions are as follows: one-third one year after grant date; one-third two years after grand date; and one-third three years after grant date.

[2] Priced in US dollars

[3] The option vested immediately.

[4] Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date.

[5] Vesting conditions are as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date; and one-quarter 12 months after grant date.

[6] Vesting conditions are as follows: one-third 2 months after grant date; one-third 4 months after grant date; and one-third 6 months after grant date.

[7] Vesting conditions are as follows: one-half 3 months after grant date; one-half 6 months after grant date.

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Share Capital - Summary of Stock Option Awards (Parenthetical) (Details)	12 Months Ended
	Apr. 30, 2023
May 9, 2021 | Strategic Board [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-third one year after grant date; one-third two years after grand date; and one-third three years after grant date.
June 13, 2021 | Consultant [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	The option vested immediately.
August 7, 2021 | Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date.
January 2, 2022 | Director [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date; and one-quarter 12 months after grant date.
January 7, 2022 | Officers And Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date.
January 7, 2022 | Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date.
January 13, 2022 | Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date.
January 13, 2022 | Officer [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-third 2 months after grant date; one-third 4 months after grant date; and one-third 6 months after grant date.
March 11, 2022 | Consultant [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-half 3 months after grant date; one-half 6 months after grant date.
May 15, 2022 | Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date
February 19, 2023 | Officers And Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date
February 19, 2023 | Director [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Description of vesting requirements for share-based payment arrangement	Vesting conditions are as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date; and one-quarter 12 months after grant date.

XML

Share Capital - Summary of Changes in Stock Option (Details)	12 Months Ended
	Apr. 30, 2023 shares $ / shares	Apr. 30, 2022 shares $ / shares	Apr. 30, 2021 shares $ / shares
Disclosure of classes of share capital [abstract]
Number of options, Outstanding, Beginning balance | shares	1,624,150	1,358,900
Number of options, Granted | shares	718,512	529,000
Number of options, Exercised | shares	(318,725)	(188,000)
Number of option, Expired | shares	(115,174)	(60,250)
Number of options, Forfeited | shares	(24,335)	(15,500)
Number of options, Outstanding | shares	1,884,428	1,624,150	1,358,900
Number of options, Unvested | shares	(813,845)
Number of options, Exercisable | shares	1,070,583
Weighted average exercise price outstanding, Beginning balance | $ / shares	$ 8.29	$ 7.93
Weighted average exercise price, Granted | $ / shares	5.58	7.98
Weighted average exercise price, Exercised | $ / shares	3.27	3.26
Weighted average exercise price, Expired | $ / shares	9.35	10.75
Weighted average exercise price, Forfeited | $ / shares	9.45	20.30
Weighted average exercise price outstanding, Ending balance | $ / shares	8.03	$ 8.29	$ 7.93
Weighted average exercise price, Unvested | $ / shares	5.95
Weighted average exercise price, Exercisable | $ / shares	$ 9.61
Weighted average life remaining (years)	3 years 3 months 7 days	2 years 10 months 17 days	3 years 1 month 9 days
Weighted average life remaining (years), Unvested	4 years 6 months 18 days
Weighted average life remaining (years), Exercisable	2 years 3 months 18 days

XML

Share Capital - Summary of Options Outstanding (Details)		12 Months Ended
		Apr. 30, 2023 shares $ / shares		Apr. 30, 2023 shares $ / shares	Apr. 30, 2022 shares	Apr. 30, 2021 shares
Disclosure Of Classes Of Share Capital [Line Items]
Exercise price | $ / shares		$ 8.03
Remaining life (year)		3 years 3 months 7 days
Options outstanding		1,884,428		1,884,428	1,624,150	1,358,900
Unvested		813,845		813,845
Vested		1,070,583		1,070,583
Option Expiry Date September 24, 2023
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		September 24, 2023
Exercise price | $ / shares		$ 4.75
Remaining life (year)		4 months 24 days
Options outstanding		19,000		19,000
Vested		19,000		19,000
Option Expiry Date November 7, 2023
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		November 7, 2023
Exercise price | $ / shares		$ 4.10
Remaining life (year)		6 months 7 days
Options outstanding		20,000		20,000
Vested		20,000		20,000
Option Expiry Date December 31, 2023
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		December 31, 2023
Exercise price | $ / shares		$ 5.00
Remaining life (year)		8 months 1 day
Options outstanding		180,000		180,000
Vested		180,000		180,000
Option Expiry Date January 11, 2024
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		January 11, 2024
Exercise price | $ / shares		$ 5.00
Remaining life (year)		8 months 12 days
Options outstanding		60,000		60,000
Vested		60,000		60,000
Option Expiry Date September 1, 2025
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		September 1, 2025
Exercise price | $ / shares		$ 8.50
Remaining life (year)		2 years 4 months 2 days
Options outstanding		250,000		250,000
Vested		250,000		250,000
Option Expiry Date January 6, 2026
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		January 6, 2026
Exercise price | $ / shares		$ 20.30
Remaining life (year)		2 years 8 months 8 days
Options outstanding		210,000		210,000
Vested		210,000		210,000
Option Expiry Date May 9, 2026
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date	[1]	May 9, 2026
Exercise price | (per share)		$ 10.46	[1]	$ 7.72
Remaining life (year)	[1]	3 years 10 days
Options outstanding	[1]	10,000		10,000
Unvested	[1]	6,667		6,667
Vested	[1]	3,333		3,333
Option Expiry Date January 2, 2026
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		January 2, 2026
Exercise price | $ / shares		$ 6.89
Remaining life (year)		2 years 8 months 4 days
Options outstanding		28,250		28,250
Vested		28,250		28,250
Option Expiry Date January 7, 2027
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		January 7, 2027
Exercise price | $ / shares		$ 7.94
Remaining life (year)		3 years 8 months 8 days
Options outstanding		332,666		332,666
Unvested		110,000		110,000
Vested		222,666		222,666
Option Expiry Date January 7, 2027
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		January 7, 2027
Exercise price | $ / shares		$ 8.30
Remaining life (year)		3 years 8 months 15 days
Options outstanding		31,000		31,000
Unvested		5,333		5,333
Vested		25,667		25,667
Option Expiry Date February 22, 2024
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		February 22, 2024
Exercise price | $ / shares		$ 6.35
Remaining life (year)		9 months 25 days
Options outstanding		25,000		25,000
Vested		25,000		25,000
Option Expiry Date May 15, 2027
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date		May 15, 2027
Exercise price | $ / shares		$ 5.79
Remaining life (year)		4 years 14 days
Options outstanding		80,000		80,000
Unvested		53,333		53,333
Vested		26,667		26,667
Option Expiry Date February 19, 2027
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date	[2]	February 19, 2027
Exercise price | $ / shares	[2]	$ 5.55
Remaining life (year)	[2]	3 years 9 months 21 days
Options outstanding	[2]	29,060		29,060
Unvested	[2]	29,060		29,060
Option Expiry Date February 19, 2028
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date	[2]	February 19, 2028
Exercise price | $ / shares	[2]	$ 5.55
Remaining life (year)	[2]	4 years 9 months 21 days
Options outstanding	[2]	609,452		609,452
Unvested	[2]	609,452		609,452

[1] Exercise price of US $7.72. The figure in the table above is translated at the April 30, 2023 rate.

[2] Exercise price of US $4.10. The figure in the table above is translated at the April 30, 2023 rate.

XML

Share Capital - Summary of Options Outstanding (Parenthetical) (Details) - Apr. 30, 2023	$ / shares		$ / shares
Disclosure of classes of share capital [line items]
Exercise price	$ 8.03
Option Expiry Date May 9, 2026
Disclosure of classes of share capital [line items]
Exercise price | (per share)	$ 10.46	[1]	$ 7.72
Option 14 and 15
Disclosure of classes of share capital [line items]
Exercise price			$ 4.10

[1] Exercise price of US $7.72. The figure in the table above is translated at the April 30, 2023 rate.

XML

Share Capital - Summary of Changes in Warrants and Finder's Warrants (Details)	12 Months Ended
	Apr. 30, 2023 shares $ / shares	Apr. 30, 2022 shares $ / shares	Apr. 30, 2021 shares $ / shares
Disclosure Of Classes Of Share Capital [Line Items]
Balance, Number of warrants | shares		878,300
Exercised, Number of warrants | shares		(878,300)
Balance, Number of warrants | shares			878,300
Balance, Weighted average exercise price | $ / shares		$ 3.50
Exercised, Weighted average exercise price | $ / shares		$ 3.50
Balance, Weighted average exercise price | $ / shares			$ 3.50
Weighted average life remaining (years)			10 months 24 days
Finder's Warrants
Disclosure Of Classes Of Share Capital [Line Items]
Balance, Number of warrants | shares	130,111	176,888
Exercised, Number of warrants | shares	0	(46,777)
Balance, Number of warrants | shares	130,111	130,111	176,888
Balance, Weighted average exercise price | $ / shares	$ 21.59	$ 16.12
Exercised, Weighted average exercise price | $ / shares	0	3.50
Balance, Weighted average exercise price | $ / shares	$ 22.77	$ 21.59	$ 16.12
Weighted average life remaining (years)	2 years 9 months 7 days	3 years 9 months 7 days	3 years 9 months

XML

Share Capital - Details of Warrants and Finder's Warrants Outstanding (Details)		12 Months Ended
		Apr. 30, 2023 shares $ / shares	Apr. 30, 2022 shares	Apr. 30, 2021 shares
Disclosure Of Classes Of Share Capital [Line Items]
Warrants outstanding				878,300
Finder's Warrants
Disclosure Of Classes Of Share Capital [Line Items]
Warrants outstanding		130,111	130,111	176,888
Range One | Finder's Warrants
Disclosure Of Classes Of Share Capital [Line Items]
Expiry Date	[1]	Feb. 03, 2026
Exercise price $ | $ / shares	[1]	$ 22.77
Remaining life (year)	[1]	2 years 9 months 7 days
Warrants outstanding	[1]	130,111

[1] Exercise price of US $16.81. The figure in the table above is translated at the April 30, 2023 rate.

XML

Share Capital - Details of Warrants and Finder's Warrants Outstanding (Parenthetical) (Details)	12 Months Ended
	Apr. 30, 2023 $ / shares
Finder's Warrants
Disclosure Of Classes Of Share Capital [Line Items]
Warrant exercisable price	$ 16.81

XML

Employee Remuneration - Summary of Expenses Recognized for Employee Benefits (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure of employee benefits expenses [abstract]
Wages, salaries	$ 10,433	$ 8,600
Employee benefits	926	798
Payroll taxes	939	714
Severance	194	8
Share-based payments	1,943	3,083
Total employee benefits expense	$ 14,435	$ 13,203

XML

Related Party Transactions - Schedule of Compensation For Key Management (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure of transactions between related parties [abstract]
Salaries and other short-term benefits	$ 2,632	$ 2,531
Severance (included in salaries)	183	8
Share-based payments	986	1,388
Director compensation (included in salaries)	335	355
Related party transaction, due from (to) related party	$ 4,136	$ 4,282

XML

Related Party Transactions - Additional Information (Details) - CAD ($) $ in Millions	Apr. 30, 2023	Apr. 30, 2022
Related party transactions [abstract]
Accounts payable due to related parties	$ 0.9
Accrued liabilities related parties current		$ 0.4

XML

Capital Management - Additional Information (Details) - CAD ($) $ in Thousands	Apr. 30, 2023	Apr. 30, 2022	Apr. 30, 2021
Disclosure of objectives, policies and processes for managing capital [line items]
Shareholders Equity	$ 57,803	$ 75,285	$ 56,924
Capital Management
Disclosure of objectives, policies and processes for managing capital [line items]
Shareholders Equity	$ 60,600

XML

Financial Instruments - Additional Information (Details)	Apr. 30, 2023 CAD ($)
USD
Disclosure Of Financial Instruments [Line Items]
Foreign currency exchange rate	1.3548
Euro
Disclosure Of Financial Instruments [Line Items]
Foreign currency exchange rate	1.4933

XML

Financial Instruments - Schedule of Details of Amounts Receivable and Allowances for Doubtful Accounts (Details) - CAD ($) $ in Thousands	Apr. 30, 2023	Apr. 30, 2022
Allowances For Doubtful Accounts [Abstract]
Amounts receivable, gross	$ 3,280	$ 2,539
Allowance for doubtful accounts	(33)	(36)
Amounts receivable, net	$ 3,247	$ 2,503

XML

Financial Instruments - Schedule of Assets and Liabilities (Details) € in Thousands, $ in Thousands, $ in Thousands	Apr. 30, 2023 CAD ($)	Apr. 30, 2023 EUR (€)	Apr. 30, 2023 USD ($)	Apr. 30, 2022 CAD ($)	Apr. 30, 2021 CAD ($)
Disclosure Of Financial Instruments [Line Items]
Cash	$ 8,366			$ 30,047	$ 41,838
Investment	115			142
Total assets	77,813			93,647
Liabilities	$ (20,010)			$ (18,362)
Currency Risk
Disclosure Of Financial Instruments [Line Items]
Cash		€ 2,465	$ 2,193
Amounts receivable		1,236	679
Investment | €		82
Total assets		3,783	2,872
Accounts payable and accrued liabilities		(867)	(1,700)
Deferred acquisition payments | €		(336)
Leases		(664)	(70)
Liabilities		(1,867)	(1,770)
Net		€ 1,916	$ 1,102

XML

Financial Instruments - Schedule of Contractual Cash Flow Requirements (Details) - CAD ($) $ in Thousands	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Financial Instruments [Line Items]
Total liabilities	$ 20,010	$ 18,362
Liquidity Risk
Disclosure Of Financial Instruments [Line Items]
Accounts payable and accrued liabilities	3,386
Leases	9,395
Total liabilities	12,781
Liquidity Risk | Not Later Than One Year
Disclosure Of Financial Instruments [Line Items]
Accounts payable and accrued liabilities	3,386
Leases	1,548
Total liabilities	4,934
Liquidity Risk | Later Than One Year and Not Later Than Two Years
Disclosure Of Financial Instruments [Line Items]
Leases	1,033
Total liabilities	1,033
Liquidity Risk | Later Than Two Years and Not Later Than Five Years
Disclosure Of Financial Instruments [Line Items]
Leases	2,965
Total liabilities	2,965
Liquidity Risk | More than 5 years
Disclosure Of Financial Instruments [Line Items]
Leases	3,849
Total liabilities	$ 3,849

XML

Inventories - Summary of Detailed Information About Inventories (Detail) - CAD ($) $ in Thousands	Apr. 30, 2023	Apr. 30, 2022
Classes of current inventories [abstract]
Supplies and parts	$ 1,344	$ 1,418
Antibodies	206	197
Work in process	510
Inventories	$ 2,060	$ 1,615

XML

Commitments - Additional Information (Details) € in Millions	12 Months Ended
	Apr. 30, 2023 EUR (€)
Commitments [Line Items]
Minimum contingent earnout payment	€ 12.0
BioStrand [Member]
Commitments [Line Items]
Percentage of contingent earnout payment based on EBITDA	20.00%
Unpaid commitment related to earnout	€ 12.0
Oss The Netherlands [Member]
Commitments [Line Items]
Lease term years	5 years
Lease commencement date	Jan. 01, 2024
Estimated annual cost of indexed for inflation	€ 0.5
Lease Optional Extension Period	5 years

XML

Grant and Subsidy Income - Additional Information (Details) - EUR (€) € in Millions	3 Months Ended
	Jul. 31, 2022	May 31, 2022
Grant And Subsidy Income [Abstract]
Grant awarded		€ 0.5
Proceeds from grants	€ 0.2

XML

Segmented Information and Economic Dependence - Summary of Geographical Segments (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Geographical Areas [Line Items]
Revenues	$ 20,665	$ 19,364
Non-current assets	61,021	56,177
Net income (loss)	(26,560)	(16,709)
Interest and accretion	396	419
Amortization and depreciation	6,685	3,769
United States of America
Disclosure Of Geographical Areas [Line Items]
Revenues	9,365	6,816
Europe
Disclosure Of Geographical Areas [Line Items]
Revenues	9,450	9,429
Canada
Disclosure Of Geographical Areas [Line Items]
Revenues	618	572
Australia
Disclosure Of Geographical Areas [Line Items]
Revenues	630	1,540
North America
Disclosure Of Geographical Areas [Line Items]
Non-current assets	1,025	1,481
Net income (loss)	(12,601)	(11,424)
Interest and accretion	19	51
Amortization and depreciation	720	778
North America | Corporate
Disclosure Of Geographical Areas [Line Items]
Non-current assets	89	76
Net income (loss)	(8,422)	(9,340)
Interest and accretion	39	258
Amortization and depreciation	14	56
Belgium
Disclosure Of Geographical Areas [Line Items]
Non-current assets	40,406	41,355
Net income (loss)	(7,024)	(215)
Interest and accretion	20	3
Amortization and depreciation	2,543	0
Netherlands
Disclosure Of Geographical Areas [Line Items]
Non-current assets	19,501	13,265
Net income (loss)	1,487	4,270
Interest and accretion	318	107
Amortization and depreciation	3,408	2,935
Other
Disclosure Of Geographical Areas [Line Items]
Revenues	$ 602	$ 1,007

XML

Segmented Information and Economic Dependence - Summary of Revenues Allocated According to Revenue Types (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Geographical Areas [Line Items]
Revenues	$ 20,665	$ 19,364
Project Revenue
Disclosure Of Geographical Areas [Line Items]
Revenues	18,677	17,356
Product Sales Revenue
Disclosure Of Geographical Areas [Line Items]
Revenues	1,747	1,652
Cryo Storage Revenue
Disclosure Of Geographical Areas [Line Items]
Revenues	$ 241	$ 356

XML

Supplemental Cash Flow Information - Summary of Non-cash Investing and Financing Transactions (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Statements [Line Items]
Acquisition of building and equipment by lease	$ 7,593	$ 312
Settlement of convertible debentures	1,315	304
IPA Europe
Statements [Line Items]
Fair value of shares issued pursuant to deferred acquisition payment	$ 0	$ 503

XML

Supplemental Cash Flow Information - Summary of Changes in Liabilities Arose From Financing Activities (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Reconciliation Of Liabilities Arising From Financing Activities [Line Items]
Beginning balance	$ 4,004	$ 3,955
Cash Flows	(1,929)	(962)
Non-cash changes, Acquisition	7,593	1,781
Non-cash changes, Debt forgiven/ Settlement/ Disposal	(1,315)	(807)
Non-cash changes, Accretion	30	85
Non-cash changes, Foreign exchange movements and change in estimates	(467)	(48)
Ending balance	7,916	4,004
Deferred Acquisition Payments
Disclosure Of Reconciliation Of Liabilities Arising From Financing Activities [Line Items]
Beginning balance	1,237	498
Cash Flows	(592)
Non-cash changes, Acquisition		1,248
Non-cash changes, Debt forgiven/ Settlement/ Disposal		(503)
Non-cash changes, Accretion	27
Non-cash changes, Foreign exchange movements and change in estimates	(23)	(6)
Ending balance	649	1,237
Convertible Debentures
Disclosure Of Reconciliation Of Liabilities Arising From Financing Activities [Line Items]
Beginning balance	1,312	1,531
Non-cash changes, Debt forgiven/ Settlement/ Disposal	(1,315)	(304)
Non-cash changes, Accretion	3	85
Ending balance		1,312
Leases
Disclosure Of Reconciliation Of Liabilities Arising From Financing Activities [Line Items]
Beginning balance	1,455	1,926
Cash Flows	(1,337)	(962)
Non-cash changes, Acquisition	7,593	533
Non-cash changes, Foreign exchange movements and change in estimates	(444)	(42)
Ending balance	$ 7,267	$ 1,455

XML

Income Taxes - Additional Information (Details)	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2021
Disclosure Of Income Taxes [Abstract]
Applicable tax rate	27.00%	27.00%

XML

Income Taxes - Summary of Differences and Related Tax Rate (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Income Taxes [Abstract]
Earnings (loss) before income taxes	$ (27,752)	$ (15,848)
Income taxes (recovery) on earnings before income taxes, at above basic rate	(7,493)	(3,627)
Nondeductible expenses	8	322
Estimated SR&ED ITC	(198)
Effects of tax rate change and foreign exchange	209	12
Deferred income tax asset recognized		(138)
Tax rate difference by jurisdiction	948	(359)
Tax benefits not recognized	4,885	4,651
Impairment loss	602
Prior year tax assessments and adjustments	(420)
Other	267
Income taxes (recovery)	(1,192)	861
Current income taxes	(242)	1,390
Deferred income taxes (recovery)	$ (950)	$ (529)

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Income Taxes - Summary of Temporary Differences to Deferred Income Tax Assets and Liabilities (Details) - CAD ($) $ in Thousands	12 Months Ended
	Apr. 30, 2023	Apr. 30, 2022
Disclosure Of Income Taxes [Abstract]
Other tax pools	$ 31	$ (20)
Capital assets net of lease liabilities	(61)	8
Inventory and intangible assets	(7,631)	(8,093)
Recognized deferred income tax liabilities	(7,661)	(8,105)
Non-capital losses carried forward (expire from 2026 to 2039)	9,930	10,514
Other tax pools		1,373
Capital losses carried forward	295	194
Capital assets net of lease liabilities	20	13
Financing costs	746	979
Less: unrecognized deffered income tax asset	$ (10,991)	$ (13,073)

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Income Taxes - Summary of Temporary Differences to Deferred Income Tax Assets and Liabilities (Parenthetical) (Details)	12 Months Ended
	Apr. 30, 2023
Bottom of Range
Disclosure Of Income Taxes [Line Items]
Non capital loss carried forward expiration period	2026
Top of Range
Disclosure Of Income Taxes [Line Items]
Non capital loss carried forward expiration period	2039

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Subsequent Events - Additional Information (Details) $ in Millions	3 Months Ended
	Jul. 31, 2023 CAD ($)
Lease Agreement
Disclosure of non-adjusting events after reporting period [line items]
Estimated annual cost	$ 0.4