Aether Catalyst Solutions, Inc. — Management Reports 2025

Aug 30, 2025

Aether Catalyst Solutions, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Six months ended June 30, 2025

GENERAL

This management’s discussion and analysis (“MD&A”) of financial position and the results of operations is prepared as at August 29, 2025 and should be read in conjunction with the unaudited condensed interim for the period ended June 30, 2025 and audited financial statements of Aether Catalyst Solutions, Inc. (“Aether” or the “Company”) for the years ended December 31, 2024 and related notes thereto.

These condensed interim financial statements were prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar amounts included therein and in the following MD&A are in Canadian dollars except where noted. These documents and other information relevant to the Company’s activities are available for viewing on SEDAR+ at www.sedarplus.ca.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A may constitute “forward-looking statements”. Such term is defined in applicable securities laws. The forward-looking information includes, without limitation, the success of research and development activities and other similar statements concerning anticipated future events, conditions or results that are not historical facts. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward-looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among others, risks relating to research and development; the Company’s intellectual property applications being approved, the Company’s ability to protect its proprietary rights from unauthorized use or disclosure, the ability of the Company to obtain additional financing; the Company’s limited operating history; the need to comply with environmental and governmental regulations; fluctuations in currency exchange rates; operating hazards and risks; competition; and other risks and uncertainties. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the report date and, except as required by law, the Company is under no obligation to update or alter any forward-looking information.

The Company’s business may be affected by changes in political and market conditions, such as interest rates, tariffs, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business.

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DESCRIPTION OF BUSINESS

The Company was incorporated under the British Columbia Business Corporations Act (“BCBCA”) on July 8, 2011.

The Company is a research and development company that is engaged in the development and potential subsequent commercialization of catalytic materials, initially for use in gasoline engine emissions abatement (currently in both the automotive and small engines market), but with other possible applications (including, for instance, diesel, stationary power and volatile organic compounds).

The catalytic converter can be effective at reducing automotive emissions, but that performance comes at a cost. Generally, catalytic converters that have been developed to date utilize expensive materials, including precious metals and rare earth metals. In order to continue to meet escalating emissions standards, absent further and more cost-effective technologies, the only route is to increase the loading of these materials. These expensive materials increase the cost of catalytic converters to the extent that they have become a significant cost component of vehicles.

The Company has developed a low-cost, high-performance three-way catalyst to replace the more costly precious metal-based catalysts used in today's automotive catalytic converters. The Company's patent-pending technology does not contain any platinum, palladium, or rhodium. Further, the Company has third party testing to validate internal performance tests of its catalysts.

The Company's technology makes use of inexpensive base metals. Base metal catalysts typically have a lower activity than precious metals and are more susceptible to hydrothermal instability when exposed to the severe environment of the automobile's exhaust. Atypically, the Company's catalysts are active and stable at high temperatures.

The Company's technology has been developed to overcome the aging robustness issues that are typically seen in other low-cost catalyst technology. Specifically, the Company has tested hundreds of sub-scale catalyzed plugs and has developed a unique formulation that allows for ageing temperatures of up to 900 C in a range of environments.

The Company is currently engaged in three areas of activity: development of a commercial small motors catalyst; commercialization of our technology in the automotive industry; and ongoing R&D with respect to emissions catalysis.

SMALL MOTORS

In February of 2021, the Company announced the Urban Small Motors Emissions Abatement Project (“USMEAP”), and in March of 2021, the City of Burnaby signed on as a test partner, allowing Aether to equip several of its riding mowers with Aether catalysts. USMEAP has finished its fourth year and has proven very successful – during the 2024 growing season, the mowers equipped with Aether catalysts have continued to reduce 100% of NOx with between 232 and 475 hours (three of the six are over 400 hours) of use at the time of testing. Discussions under a Non-Disclosure Agreement (“NDA”) with one of the world’s largest small motors Original Equipment Manufacturer (“OEM”) have confirmed that there will be a market for these catalysts, and what the performance requirements will be; additionally, they’ve told us that currently their only options will be PGM catalysts. Aether is testing with potential partners to produce a PGM-free solution for this market. Our goal over the next 12 – 18 months will be to certify, with a partner, or alone, our catalyst on a mass market engine, meeting the lower bounds of what is expected from CARB (the California Air Resource Board); if we are successful, our catalysts will have a significant price advantage over PGM catalysts with the required performance.

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On June 5, 2025, Aether announced the extension of the Urban Small Motors Emissions Abatement Project (USMEAP) with the City of Burnaby for year five. The fourth season of field testing with the City of Burnaby wrapped up with NOx conversion remaining 100% on all units. Usage for several of the mowers was particularly high this season giving us added insights into durability.

AUTOMOTIVE

Currently, the company has two active programs in the automotive sector.

In April 2023, Aether entered into a Joint Development Agreement (the "JDA") with a special materials company (the "JDA Partner") that operates multiple manufacturing facilities globally. The aim of the JDA is to integrate one of Aether's catalysts into the JDA Partner's existing novel catalyst substrate to produce a catalytic device for the automotive and commercial vehicle market. The JDA Partner will be responsible for all costs and expenses associated with marketing, validation, and commercialization of the final product. Upon completion of the JDA and the determination that there is a final product, the parties will negotiate a technology license agreement. As of the second quarter of 2025, Aether has shipped two iterations of catalyst for integration with our partner's substrate. This project has slowed due to bottlenecks at the JDA Partner's facility; however the project remains active.

During the third quarter of 2023, Aether was approached by an Asian based global tier-1 automotive components company to investigate the use of Aether catalysts in an underserved Asian market. During the fourth quarter of 2023, Aether and the Company entered into an NDA & MTA. Aether catalysts are to be applied to metallic substrates, so some degree of iteration is required. As of the fourth quarter of 2024, three samples have been processed and tested, and the parties have agreed to extend the terms of the NDA and MTA for a further 2 years. This is a very active program, and during the second quarter of 2025 has expanded its scope. Our partner is actively seeking product specs from potential customers, and we're hopeful that a JDA will arise from their efforts, as we've already had preliminary discussions with several of their customers.

RESEARCH AND DEVELOPMENT

Despite having active commercialization programs on the go, Aether has actively continued to aggressively investigate improvements to our catalysts.

During the fourth quarter of 2024, Aether was approached by, and has entered into an NDA & MTA with, one of the US National Laboratories to investigate the utility of one of their inventions - a novel electrospinning device, that may have significant applications to the R&D work that we do, as well as its subsequent commercialization.

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OVERALL PERFORMANCE

The Company has no revenues, so its ability to ensure continued operations is its ability to obtain the necessary funding to complete development of its base metal catalytic material.

The head and registered offices of the Company are located at Unit 104, 8337 Eastlake Drive, Burnaby, British Columbia, V5A 4W2.

QUARTERLY INFORMATION

Quarters Ended	2025	2025	2024	2024
	June 30	March 31	December 31	September 30
Total assets	$ 661,630	$ 181,876	$ 200,325	$ 290,253
Working capital (deficit)	$ 379,652	$ (314,596)	$ (550,784)	$ (431,493)
Loss for the quarter	$ (361,887)	$ (103,129)	$ (189,416)	$ (141,832)
Loss per share (basic and diluted)	$ (0.01)	$ (0.00)	$ (0.00)	$ (0.00)
Quarter Ended	2024	2024	2023	2023
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	June 30	March 31	December 31	September 30
Total assets	$ 304,600	$ 296,369	$ 96,687	$ 83,818
Working capital deficit	$ (433,493)	$ (328,696)	$ (197,863)	$ (162,737)
Loss for the quarter	$ (115,310)	$ (126,053)	$ (141,308)	$ (177,766)
Loss per share (basic and diluted)	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

During the quarter ended June 30, 2025, the net loss increased to $361,887 compared to net loss of $103,129 for the quarter ended March 31, 2025. The increase in loss is primarily due to marketing and shareholder communication of $150,000 (December 31, 2024 - $171).

During the quarter ended March 31, 2025, the net loss decreased to $103,129 compared to net loss of $189,416 for the quarter ended December 31, 2024. The decrease in loss is primarily due to rent of $8,416 (December 31, 2024 - $30,655), and interest and accretion of $21,260 (December 31, 2024 - $43,731).

During the quarter ended December 31, 2024, the net loss increased to $189,416 compared to net loss of $141,832 for the quarter ended September 30, 2024. The increase in loss is primarily due to professional fees of $15,740 (September 30, 2024 - $9,000), and interest and accretion of $43,731 (September 30, 2024 - $19,808).

During the quarter ended September 30, 2024, the net loss increased to $141,832 compared to net loss of $115,310 for the quarter ended June 30, 2024. The increase in loss is primarily due to office, supplies and miscellaneous expenses of $14,674 (June 30, 2024 - $8,756), and wage and benefits of $68,865 (June 30, 2024 - $47,497).

During the quarter ended June 30, 2024, the net loss decreased to $115,310 compared to net loss of $126,053 for the quarter ended March 31, 2024. The decrease in loss is primarily due to office, supplies and miscellaneous expenses of $8,756 (March 31, 2024 - $15,895), and wages and benefits of $47,497 (March 31, 2024 - $54,743).

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During the quarter ended March 31, 2024, the net loss decreased to $126,053 compared to net loss of $141,308 for the quarter ended December 31, 2023. The decrease in loss is primarily lower professional fees of $11,750 (December 31, 2023 - $18,428), wages and benefits of $54,743 (December 31, 2023 - $57,908), and receipt of rental income of $4,286 (December 31, 2023 - $Nil).

During the quarter ended December 31, 2023, the net loss decreased to $141,308 compared to net loss of $177,766 for the quarter ended September 30, 2023. The decrease in loss is primarily due to no share-based compensation recorded in the fourth quarter.

During the quarter ended September 30, 2023, the net loss increased to $177,766 compared to net loss of $163,425 for the quarter ended June 30, 2023. The increase in loss is primarily due to an increase in share-based compensation of $70,762 (June 30, 2023 - $1,065).

RESULTS OF OPERATIONS

Six months ended June 30, 2025

During the six months ended June 30, 2025, the Company recorded a net loss of $465,016 (2024 - $251,164). Significant fluctuations include the following:

i) Amortization decreased to $16,434 (2024 - $31,787) as a result of the revised calculation with the office lease during the current period.

ii) Consulting increased to $68,667 (2024 - $30,000) as a result of the more consultants hired during the current period.

iii) Marketing and shareholder communication increased to $150,171 (2024 - $Nil) as a result of the Company’s effort to increase market awareness during the current period.

iv) Wages and benefits increased to $153,451 (2024 - $102,240) as the result of additional payroll employees hired during the period.

Three months ended June 30, 2025

During the three months ended June 30, 2025, the Company recorded a net loss of $361,887 (2024 - $251,164). Significant fluctuations include the following:

i) Amortization decreased to $8,217 (2024 - $15,379) as a result of the revised calculation with the office lease during the current period.

ii) Consulting increased to $53,667 (2024 - $15,000) as a result of the more consultants hired during the current period.

iii) Marketing and shareholder communication increased to $150,000 (2024 - $Nil) as a result of the Company’s effort to increase market awareness during the current period.

iv) Wages and benefits increased to $90,063 (2024 - $47,497) as the result of payroll employees during the period.

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LIQUIDITY AND CAPITAL RESOURCES AND GOING CONCERN

Working capital at June 30, 2025 was $379,652 (December 31, 2024 – capital deficiency of $550,784). This was primarily a result of decreased accounts payables and accrued liabilities, and loans payable during the current period.

During the period ended June 30, 2025, the Company had the following cash flows:

i) cash used in operating activities was $819,976 (2024 - $133,882) relating to the statement of loss and comprehensive loss adjusted for non-cash items.

ii) cash provided by financing activities was $1,075,501 (2024 - $127,703) primarily related to amounts received from loans and private placements, and lease payments for right of use asset.

These condensed interim financial statements were prepared using accounting policies consistent with IFRS as issued by IASB, with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation for the foreseeable future. The operations of the Company were primarily funded by the issuance of share capital and loans. The continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from related parties and lenders, complete sufficient public equity financing, or generate profitable operations in the future. The audited financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

The Company is in the business of research and development that by its nature involves a high degree of risk. There can be no assurance that the Company's business and strategy will enable it to become profitable or sustain profitability in future periods. The Company's information technology systems are subject to disruption, damage or failure from a number of sources. This may result in a material adverse effect on the Company's business, financial condition, results of operations, cash flows or prospects. Additionally, the Company estimates that it will need additional capital to operate for the upcoming year. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements or obligations that are not disclosed in the condensed interim financial statements.

RELATED PARTY TRANSACTIONS

	Period ended June 30, 2025	Period ended June 30, 2024
Transactions with Key Management Personnel
Consulting fees paid to a company owned by a director and officer, namely Paul Woodward	$ 27,000	$ 30,000
Wages paid to an officer, namely Paul Woodward	5,395	-
Wages paid to an officer, namely Taylor a Procyk	61,114	40,904
Wages paid to a spouse of a director, namely Jane Woodward	12,885	6,444
	$ 106,394	$ 77,348

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As at June 30, 2025, receivables include $33,400 (December 31, 2024 – $33,400) owing from companies with common directors.

As at June 30, 2025, accounts payable and accrued liabilities included $1,209 (December 31, 2024 – $94,325) owing to officers and a company controlled by a director of the Company.

As at June 30, 2025, loans payable included $273,594 (December 31, 2024 – $173,725) owing to a director of the Company and a company he controls, a spouse of a director of the Company, and a company with a common director of the Company.

The amounts due to and from related parties are unsecured, non-interest bearing and have no specific terms of repayment unless stated otherwise.

CHANGES IN ACCOUNTING STANDARDS

Please refer to the June 30, 2025 condensed interim financial statements on www.sedarplus.ca for accounting policy pronouncements.

FINANCIAL INSTRUMENTS

Please refer to the June 30, 2025 condensed interim financial statements on www.sedarplus.ca for risks and financial instruments.

OUTSTANDING SHARE DATA

As at August 29, 2025, the Company had the following securities issued and outstanding:

	Number	Exercisable	Exercise Price	Expiry Date
Common shares	75,430,612
Options
	350,000	350,000	$0.10	November 4, 2025
	1,400,000	1,350,000	$0.10	July 14, 2026
	1,750,000	1,700,000
Warrants
	937,500	937,500	$0.10	March 19, 2026
	5,047,665	5,047,665	$0.15	November 20, 2026
	824,532	824,532	$0.075	November 20, 2026
	2,952,334	2,952,334	$0.15	November 30, 2026
	550,340	550,340	$0.075	November 30, 2026
	10,312,371	10,312,371