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Agereh Technologies Inc. — Management Reports 2025
Nov 8, 2025
47090_rns_2025-11-07_e7e1b47a-28c8-4c3d-80ce-7a19cba7ae3e.pdf
Management Reports
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Agereh. TECHNOLOGIES INC.
Management's Discussion & Analysis
As at September 30, 2025
and the Nine month Periods Ended September 30, 2025 and September 30, 2024
The following management discussion and analysis ("MD&A") for Agereh Technologies Inc. (the "Company" and/or "Agereh") should be read in conjunction with the unaudited consolidated interim financial statements ("financial statements") and the notes thereto and for the nine months ended September 30, 2025 and 2024 and the audited financial statements for the years ended December 31, 2024 and 2023 that are prepared in accordance with IFRS Accounting Standards ("IFRS"), as International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). This MD&A is dated and based on information available as at November 5, 2025.
The objective of this MD&A is to help the reader understand the factors affecting the Company's past and future performance. All amounts are reported in Canadian dollars, unless otherwise stated. The Financial Statements and additional information regarding the Company can be found in filings with Canadian security commissions on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
FORWARD LOOKING STATEMENTS
This MD&A contains forward-looking statements. Forward looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "anticipate", "plan", "foresee", "believe" or "continue" or the negatives of these terms or variations of them or similar terminology. These forward-looking statements include references to the future success of our business, technology, and market opportunities. By their nature, forward looking statements require the Company to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to differ materially from forecasted results. While the Company considers its assumptions to be reasonable and appropriate based on current information available, there is a risk that they may not be accurate. These forward-looking statements are neither promises nor guarantees but involve known and unknown risks and uncertainties that may cause our actual results, level of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed in or implied by these forward-looking statements. These risks include risks related to general economic conditions, risks associated with revenue growth, operating results, industry factors and the Company's general business environment, risks associated with doing business with joint venture partners, risks involved with the development of new products and technology, financing risks, such as risks relating to liquidity and access to capital markets, and risks relating to competition, among other factors. For a more detailed description of the risks that affect the Company's future growth, results and performance, readers are referred to the section on 'Risks and Uncertainties' in this MD&A and the Company's Information Circular dated May 31, 2021. Readers are cautioned that the foregoing list of factors that may affect future growth, results and performance is not exhaustive and undue reliance should not be placed on such forward-looking statements which speak only to the date they were made. We disclaim any obligation to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
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Business Overview
Agereh Technologies Inc., formerly Carbeeza Inc., was incorporated on July 30, 2018, in the province of Alberta. On September 5, 2025, Carbeeza Inc. completed a corporate name change to Agereh Technologies Inc. and began trading under its new name on September 11, 2025.
Agereh is a Canadian-based AI technology company whose platforms target advanced technology solutions for the transportation industry. The first application developed is harnessing the power of Artificial Intelligence to accurately predict the best financing scenario for consumers, all while keeping the consumer anonymous. Upcoming products will continue to deliver advanced technology solutions that address critical challenges in the transportation industry.
Agereh has earned nominal revenues to date. The Company anticipates that it will commence earning consistent revenue during the last quarter of 2025 and fiscal 2026.
Company Activity
The Company has developed is harnessing the power of Artificial Intelligence to accurately predict the best financing scenario for consumers, all while keeping the consumer anonymous. Upcoming products will continue to deliver advanced technology solutions that address critical challenges in the transportation industry.
The following are key chronological milestones since the founding of the Company.
| Date | Milestone |
|---|---|
| July 30, 2018 | 2134303 Alberta Ltd. incorporated (Old Carbeeza) subsequently changes name to Carbeeza Ltd. |
| September 11, 2018 | HIT Technologies Inc. is continued into British Columbia |
| September 1, 2019 | Old Carbeeza enters into the Development Agreement with IDX for the development of the API Platform (as amended on May 20, 2021) |
| September 1, 2020 | Old Carbeeza enters into Licensing and Servicing Agreement (“Support Agreement”) with IDX (as amended on May 20, 2021) for the provision of support services for the API Platform for a period of ten years. The Support Agreement also grants InterDynamix a sublicensable license to the API Platform for a period of ten years, subject to the payment of royalty fee payments. On July 31, 2023, IDX ceased to provide support and maintenance for the engineering, marketing and development of the platform. |
| January 11, 2021 | Development of Carbeeza’s API platform is almost complete and the Company begins launch to car dealerships in Alberta, enabling auto dealers to begin to view the application. |
| March 3, 2021 | 2330654 Alberta Ltd. incorporated as a wholly-owned subsidiary of HIT Technologies Inc. |
| May 31, 2021 | HIT, Old Carbeeza and Amalco enter into Amalgamation Agreement as definitive agreement for the RTO Transaction. |
| June 29, 2021 | Amalco and Old Carbeeza amalgamate to form Carbeeza Holdings Ltd. RTO Transaction between Old Carbeeza and HIT is completed and amalgamated company, Carbeeza Holdings Ltd. becomes a wholly owned subsidiary of HIT. |
| July 2, 2021 | HIT Technologies Inc. continued into Alberta under the new name of Carbeeza Inc. |
| July 14, 2021 | Carbeeza Inc. shares resume trading on the TSXV under the trading symbol “AUTO” |
| October 28, 2021 | The Company launched its platform in British Columbia. |
|---|---|
| February 15, 2022 | The Company launched its platform in Saskatchewan. |
| March 16, 2022 | The Company launched its platform in Manitoba. |
| May 9, 2022 | The Company closed private placement of $2,000,000 Convertible Debentures (“Debentures”). |
| December 8, 2022 | The Company launched its platform in Ontario. |
| December 15, 2022 | The Company launched its platform in Atlantic Canada. |
| February 1, 2023 | The Company announced that it officially started onboarding franchise dealerships in the Yukon. |
| February 24, 2023 | The Company closed private placement of 6,250,000 Units at $0.20 per Unit for aggregate proceeds of $1,250,000. |
| July 18, 2023 | The Company announced the launch its newest product “UltraLead” in Canada in the United States. UltraLead will provide auto dealers a real-time solution to transform underperforming third-party leads into a fully structured, pre-qualified deal, all before reaching their customer relationship management platform. |
| August 29, 2023 | The Company closed private placement of 1,000,000 Units at $0.20 per Unit for aggregate proceeds of $200,000. |
| October 18, 2023 | The Company commenced trading under the symbol “CRBAF” on the OTCQB Venture Market (“OTCQB”). |
| December 21, 2023 | The Company closed private placement of 3,000,000 Units at $0.10 per Unit for aggregate proceeds of $300,000. |
| December 22, 2023 | The Company closed private placement of 2,500,000 Units at $0.10 per Unit for aggregate proceeds of $250,000. |
| March 1, 2024 | The Company closed private placement of 4,000,000 Units at $0.10 per Unit for aggregate proceeds of $400,000. |
| July 29, 2024 | The Company closed private placement of 700,000 Units at $0.10 per Unit for aggregate proceeds of $70,000. |
| September 26, 2024 | The Company closed private placement of $300,000 Debentures. |
| March 4, 2025 | The Company closed private placement of 25,000,000 Units at $0.05 per Unit for aggregate proceeds of $1,250,000. |
| March 17, 2025 | The Company entered into a loan extension agreement with the loans payable with a non-arm’s length party, agreeing to extend the loans for a period of twenty-four (24) months from the effective date of March 17, 2025. The Company also entered into an agreement with the lender of the unsecured convertible debenture of $2,000,000, agreeing to extend the term of the unsecured convertible debenture for a period of twenty four (24) months from the effective date of March 17, 2025. |
| September 5, 2025 | The Company completed a corporate name change to Agreeh Technologies Inc. |
| October 14, 2025 | The Company also entered into an agreement with the lender of the secured convertible debenture of $300,000, agreeing to extend the term of the unsecured convertible debenture for a period of four (4) months and five (5 days) from the effective date of September 26, 2026. |
| October 22, 2025 | The Company completed debt settlement agreements it had entered into with certain service providers of the Company to settle an aggregate of $393,540 outstanding debt through the issuance of 1,574,158 common shares of the Company ("Settlement Shares") at a deemed price of $0.25 per Settlement Share. 18,000 Settlement Shares were issued to a related party of the Company. |
Financial Overview
Management considers the Company to be in the development stage.
The financial highlights for the nine months ended September 30, 2025, are noted below:
- Cash used by operations was $892,561, compared to cash provided by operations of $1,310,665 for the nine months ended September 30, 2024.
- Company closed a private placement of gross proceeds of $1,250,000 on March 4, 2025 by issuing 25,000,000 shares at $0.05/share.
- Net loss and comprehensive loss were $611,725 (($0.01) per share) for the nine month period ended September 30, 2025, which decreased from $2,228,819 (($0.03) per share) for the nine months ended September 30, 2024.
Selected Information
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |
|---|---|---|
| $ | $ | |
| Revenue | 40,340 | Nil |
| Loss before income taxes | (611,725) | (2,228,819) |
| Net loss | (611,725) | (2,228,819) |
| EPS - Basic | (0.01) | (0.03) |
| EPS - Diluted | (0.01) | (0.03) |
| As at September 30, 2025 | As at December 31, 2024 | |
| --- | --- | --- |
| $ | $ | |
| Total assets | 474,868 | 112,168 |
| Long-term liabilities | 4,521,592 | 601,181 |
| Dividends | Nil | Nil |
Results of Operations
The following table sets forth a comparison of revenues, earnings, major expense category for the nine months ended September 30, 2025 and the nine months ended September 30, 2024:
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |
|---|---|---|
| Revenue | $ 40,340 | $ 2,406 |
| Expenses | ||
| Advertising and marketing | 5,468 | 108,480 |
| Amortization | 17,338 | 14,264 |
| Consulting services | - | 738,847 |
| General and administrative | 6,084 | 6,995 |
| Insurance | 28,206 | 33,210 |
| Interest expense | 286,395 | 245,065 |
| Online hosting services | 19 | - |
| Platform maintenance | - | 582,554 |
| Professional fees | 125,430 | 145,356 |
| Public company fees | 65,026 | 25,448 |
| Rent | 4,398 | - |
| Stock based compensation | 4,035 | - |
| Subscriptions | 52,301 | 331,006 |
| Wages and benefits | 57,365 | |
| Total expenses | 652,065 | 2,231,225 |
| Net and comprehensive loss | $ (611,725) | $ (2,228,819) |
| Loss per Share - Basic and diluted | $ (0.01) | $ (0.03) |
| Weighted average number of shares outstanding | 100,873,893 | 78,981,206 |
Revenue
Agereh has earned nominal revenues to date. The Company anticipates that it will commence earning consistent revenue during the last quarter of 2025 and fiscal 2026 as products are being developed.
Advertising and marketing
Advertising and marketing were $5,468 for the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $108,480). Management expects marketing and advertising costs to increase in future quarters as advertising programs are expanded in new regions to gain market capture.
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Amortization and accretion
The amortization, impairment and accretion for the nine months ended September 30, 2025 was $17,338 (nine months ended September 30, 2024 - $14,464).
Amortization for the nine months ended September 30, 2025 represents amortization of equipment of $1,200 (nine months ended September 30, 2024 - $1,646) and accretion of the convertible debenture of $16,138 (nine months ended September 30, 2024 - $12,618).
Consulting services
Consulting services were $NIL for the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $738,847). The Company had previously contracted the necessary expertise through consultants rather than hiring full-time employees while the Company is pre-revenue.
Insurance
Insurance amounted to $28,206 for the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $33,210). Management expects insurance to be approximately $38,500 per annum for the insurance current in place.
Interest expense
Interest expense was $286,395 for the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $245,065). The interest expense is associated with loans entered into during 2022 through 2024 and convertible debentures issued in May 2022 and September 2024.
Professional fees
Professional fees were $125,430 for the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $145,356). Professional fees include legal fees of $86,280 (nine months ended September 30, 2024 - $71,938), auditing and accounting fees of $39,150 (nine months ended September 30, 2024 - $73,418).
Public company fees
Public company fees were $65,026 for the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $25,448). Management expects to incur similar costs in the future regarding listing fees from the TSX-V and OTCQB.
Subscriptions
The Company incurred subscriptions expense of $52,301 for the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $331,006). As the Company continues to launch its API Platform, subscription costs are expected to increase.
Wages and benefits
The company incurred $57,365 in wages and benefits expense for the nine months ended September 30, 2025 (nine months ended September 30, 2024 - $NIL). The Company has hired full-time employees who have the necessary expertise for developing and commercializing products being developed by the Company.
Net loss
Net loss for the nine months ended September 30, 2025 was $611,725 ($0.01 per share) and for the nine months ended September 30, 2024 was $2,228,819 ($0.03 per share).
Loss per share for the nine months ended September 30, 2025 and nine months ended September 30, 2024, was calculated based on the weighted average number of common shares outstanding throughout the period.
Summary of Quarterly Results
The following financial summary of quarterly operations has been presented on the basis of the consolidated financial statements of the Company.
Summary of Quarterly Operations (in thousands)
| | Three month period
September 30, 2025 | Three month period
June 30, 2025 | Three month period
March 31, 2025 | Three month period
December 31, 2024 |
| --- | --- | --- | --- | --- |
| | $ | $ | $ | $ |
| Revenue | 40 | Nil | Nil | Nil |
| Net Loss | (186) | (179) | (247) | (399) |
| Net Loss Per Share | (0.00) | (0.00) | (0.00) | (0.00) |
| | Three month period
September 30, 2024 | Three month period
June 30, 2024 | Three month period
March 31, 2024 | Three month period
December 31, 2023 |
| | $ | $ | $ | $ |
| Revenue | 2 | Nil | Nil | Nil |
| Net Loss | (708) | (700) | (821) | (6,381) |
| Net Loss Per Share | (0.01) | (0.01) | (0.01) | (0.04) |
Net Loss has fluctuated from quarter to quarter and this trend is expected to continue in the near term with its magnitude governed by the amount of available cash, approved business development and capital budgets, and future gross margins generated from sales.
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Liquidity and Capital Resources
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current assets | $ 470,734 | $ 106,834 |
| Current liabilities | (3,109,830) | (7,309,851) |
| Total current assets less current liabilities | $ (2,639,096) | $ (7,203,017) |
| Non-current liabilities | 4,521,592 | 601,181 |
| Shareholders' equity | (7,156,554) | (7,798,864) |
| $ (2,634,961) | $ (7,197,683) |
Current assets
Current assets increased by $363,900 at September 30, 2025 as compared to December 31, 2024. These changes are attributed to:
Cash
Cash increased by $357,439 primarily due to the proceeds received from the private placement on March 4, 2025. These proceeds will be used to continue to improve the Platform and fund operating activities.
Current liabilities
Current liabilities decreased by $4,200,021 at September 30, 2025 as compared to December 31, 2024, which is attributed to:
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities is $3,109,830 at September 30, 2025. Accounts payable and accrued liabilities decreased by $581,648 at September 30, 2025 as compared to December 31, 2024, primarily due to payment of invoices associated with the launch preparation of the API Platform.
Loans payable
The current portion of loans payable represented the loan transaction with a non-arm's length party in the form of an unsecured promissory note that was due in November 2024.
On March 17, 2025, the lender of the loans payable extended the term for the loans payable for a period of twenty four (24) months from the effective date of March 17, 2025. As partial consideration for the forbearance, the Company shall pay the Lender a forbearance fee equal to 10% of the aggregate principal amount of the loans payable, excluding any interest thereon, payable upon the expiry of the forbearance period in cash or in kind, at the election of the Company. The loans are now presented as non-current liabilities, due March 2027.
Convertible debenture
The current portion of convertible debenture represented an unsecured convertible note issued May 9, 2022, to a non-arm's length party that was due in May 2024.
On March 17, 2025, the lender of the $2,000,000 unsecured convertible note extended the term for the unsecured convertible note for a period of twenty four (24) months from the effective date of March 17, 2025. As partial consideration for the forbearance, the Company shall pay the Lender a forbearance fee equal to 10% of the aggregate principal amount of the unsecured convertible
note, excluding any interest thereon, payable upon the expiry of the forbearance period in cash or in kind, at the election of the Company. The convertible debenture is now presented as non-current liabilities, due March 2027.
On July 15, 2025, the Company amended and restated the $300,000 convertible debenture, providing a general security interest over all of its assets. On October 14, 2025, the lender of the secured convertible note extended the term for the secured convertible note for a period of four (4) months and five (5 days) from the effective date of September 26, 2026. The convertible debenture is now presented as non-current liabilities, due January 2027.
Non-current liabilities
Loans payable
On November 11, 2022, the Company entered into a loan transaction with a non-arm's length party in the form of an unsecured promissory note in the amount of $250,000, bearing interest at a rate of 12% per annum for a term of 24 months. This loan remains outstanding.
On May 19, 2023, the Company entered into a loan transaction with a non-arm's length party in the form of an unsecured promissory note in the amount of $200,000, bearing interest at a rate of 12% per annum for a term of 24 months. This loan remains outstanding.
On September 29, 2023, the Company entered into a loan transaction with a non-arm's length party in the form of an unsecured promissory note in the amount of $200,000, bearing interest at a rate of 12% per annum for a term of 24 months. This loan remains outstanding.
On November 8, 2023 the Company entered into a loan transaction with a non-arm's length party in the form of an unsecured promissory note in the amount of $250,000, bearing interest for a term of 24 months at a rate of 12% per annum. This loan remains outstanding.
On May 31, 2024, the Company entered into a loan transaction with a non-arm's length party in the form of an unsecured promissory note in the amount of $300,000, bearing interest for a term of 24 months at a rate of 12% per annum.
On July 3, 2024, the Company entered into a loan transaction with a non-arm's length party in the form of an unsecured promissory note in the amount of $10,000, bearing interest for a term of 24 months at a rate of 12% per annum.
On March 17, 2025, the lender of the loans payable extended the term for the loans payable for a period of twenty four (24) months from the effective date of March 17, 2025. As partial consideration for the forbearance, the Company shall pay the Lender a forbearance fee equal to 10% of the aggregate principal amount of the loans payable, excluding any interest thereon, payable upon the expiry of the forbearance period in cash or in kind, at the election of the Company.
During the nine months ended September 30, 2025, interest expense incurred was $108,900 (September 30, 2024 – $93,000) which is unpaid and included in loans payable.
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Shareholders' equity
Shareholders' equity at September 30, 2025 increased by $642,310 as compared to the balance at December 31, 2024 due the operating loss of $611,725 offset by the issuance of $1,250,000 and the issuance of stock options of $4,035 during the nine month period ended September 30, 2025.
On March 4, 2025, the Company issued 25,000,000 Units at a price of $0.05 per Unit for gross proceeds of $1,250,000. Each Unit consists of one common share and one common share purchase warrants. Each whole Warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 per share for a period of twenty four months. The value attributed to the Warrants based on the Black Scholes option pricing model was $1,250,000.
Going Concern
During the nine months ended September 30, 2025, the Company generated a net loss of $611,725 and cash flows used in operations of $892,561. As at September 30, 2025, the Company had $363,779 in cash and its current liabilities exceeded its current assets by $2,639,096.
As at September 30, 2025, the Company had an accumulated deficit of $25,370,139 and earned nominal revenues to date. As such, there is a material uncertainty related to these events and conditions that may cast significant doubt on the Company's ability to continue as a going concern and therefore, it may be unable to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent on the ability of the Company to achieve positive cash flow from operations and/or obtain necessary equity or other financing sources, whether from insiders or external, to continue its development and launch of the Platform.
Agereh has earned nominal revenues as of November 5, 2025. The Company anticipates that it will commence earning consistent revenue during the last quarter of 2025 and fiscal 2026.
These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Subsequent Events
On October 14, 2025, the lender of the secured convertible note extended the term for the secured convertible note for a period of four (4) months and five (5 days) from the effective date of September 26, 2026. The convertible debenture is now presented as non-current liabilities, due January 2027.
On October 22, 2025, the Company completed debt settlement agreements it had entered into with certain service providers of the Company to settle an aggregate of $393,540 outstanding debt through the issuance of 1,574,158 common shares of the Company at a deemed price of $0.25 per Settlement Share. 18,000 Settlement Shares were issued to a related party of the Company.
Critical Accounting Policies and Estimates
The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial statements. These critical accounting estimates represent management estimates that are uncertain and any changes in these estimates could materially impact the Company's consolidated financial statements. Management continuously reviews its estimates and assumptions using the most current information available. The Company's material accounting policies and estimates are described in Note 3 and Note 4 of the audited consolidated financial statements for the year ended December 31, 2024.
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Financial Risk Management
The fair value of cash, marketable securities, accounts receivable, accounts payable and accrued liabilities, loans payable and convertible debentures approximate their carrying amount due to their short-term nature.
The Company may be exposed to certain financial risks, including credit risk, currency risk, interest rate risk and liquidity risk.
Credit Facilities
The Company does not have a credit facility outstanding as at September 30, 2025.
Contractual Obligations
On August 22, 2025, the Company entered into a three year lease agreement for office space. The lease commences on January 1, 2026 and expires on December 31, 2028.
Off Balance Sheet Arrangements
As at September 30, 2025, the Company had no off-balance sheet arrangements.
Related Party Transactions
The Company's related parties are its Board of Directors and key management personnel: Transactions conducted with related parties took place in the normal course of operations and are measured at the amount of consideration established and agreed to by the related parties.
The following transactions and period end balances with related parties were in the normal course of operations and are initially measured at fair value. Related parties include members of the board of directors and key management.
The Company considers key management to be the Chief Executive Officer, Chief Financial Officer and President of the Company:
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Included in Accounts Payable | Paid during the period | Included in Accounts Payable | Paid during the period | |
| Legal and accounting | NIL | 12,000 | 27,625 | 131,506 |
| Key management | NIL | 12,500 | NIL | NIL |
| Consulting / Marketing | NIL | NIL | 207,900 | 216,000 |
Outstanding Share Data
Common Shares
The Company has 106,343,124 common shares outstanding as at September 30, 2025 (December 31, 2024 – 81,343,124). The following table provides the weighted average number of common shares outstanding for purposes of computing loss per share for the relevant periods:
| For the nine months ended September 30, 2025 | For the year ended December 31, 2024 | |
|---|---|---|
| Weighted average Common Shares Outstanding | 100,873,893 | 80,410,247 |
Warrants
The Company has the following warrants outstanding:
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Number outstanding | Weighted average exercise price | Number outstanding | Weighted average exercise price | |
| Outstanding, beginning of period | 11,200,000 | 0.233 | 24,784,350 | 0.227 |
| Issued | 25,000,000 | 0.150 | 4,700,000 | 0.243 |
| Expired | (6,500,000) | (0.250) | (18,284,350) | (0.230) |
| Outstanding, end of period | 29,700,000 | 0.1631 | 11,200,000 | .233 |
The estimated value of the Warrants is based on a Black-Scholes option pricing model with the following assumptions:
Dividend yield 0%
Expected volatility 132.78%
Risk-free interest rate 2.47%
Forfeiture rate 0%
Exercise price $ 0.10
Share price $ 0.19
Term 2.00 years
Fair value per option $ 0.05
Stock Options
On September 27, 2022, shareholders of the Company voted to adopt a new stock option plan which supersedes any prior stock option plans. Under the new plan, up to 10% of the issued and outstanding common shares may be allotted and reserved for issuance. The terms of the option, including the vesting terms and the option price are fixed by the directors at the time of grant subject to the price not being less than the market price of the Company's stock on the date of grant and a maximum term of 10 years.
The following table summarizes activity under the Company's stock option plan:
| Number | Weighted average exercise price | |
|---|---|---|
| Balance, December 31, 2024 | 5,495,000 | $0.49 |
| Granted | 300,000 | 0.12 |
| Balance, September 30, 2025 | 5,795,000 | $0.47 |
Risks & Uncertainties
The development and deployment of new technology is subject to significant risks. The risk factors noted below do not necessarily comprise all those faced by the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair the business, operations, and future prospects of the Company. If any of the following risks materialize, the business of the Company may be harmed, and its financial condition and results of operations may suffer significantly.
Limited Operating History
Agereh is in the early stages of development and must be considered a start-up. As such, the Company will be subject to many risks common to such enterprises, including start-up losses, lack and uncertainty of revenues, markets and profitability, under-capitalization, cash shortages, and limitations with respect to personnel, financial and other resources. Agereh has a limited history of earnings, and its limited operating history makes it difficult to predict how its business will develop and its future operating results.
There is no assurance that any future products will generate earnings, operate profitably, or provide a return on investment in the future and the likelihood of success and any potential return on a shareholder's investment must be considered in light of Agereh's early stage of operations. The Company has no intention of paying any dividends in the foreseeable future.
The Company's business and prospects must be considered in light of the risk, expenses and difficulties frequently encountered by technology companies in the early stage of product development. Such risks include the unpredictable nature of Agereh's business, its ability to anticipate and adapt to a dynamic market and the ability to identify, attract, and retain qualified personnel. There can be no assurance that Agereh will be successful in addressing these risks.
Agereh Not Yet Profitable
Agereh has incurred losses in recent periods, including a net loss of $611,725 for the nine months ending September 30, 2025, primarily as a result of investments that Agereh has made with respect to sales and marketing, support services, development costs and other operational expenses. The Company may not be able to achieve or maintain profitability and may continue to incur losses in the future. In addition, it is expected that the Company will continue to increase operating expenses as it continues to grow its business. If the Company's revenues do not increase to offset these expected increases in costs and operating expenses, the Company will not be profitable.
Budgeting
The Company's limited operating experience, the dynamic and rapidly evolving market in which it sells its services and numerous other factors beyond its control, may impede its ability to forecast quarterly and annual revenue accurately. As a result, the Company could experience budgeting and cash flow management problems, unexpected fluctuations in its results of operations and other difficulties, any of which could make it difficult for the Company to achieve or maintain profitability and could increase the
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volatility of the market price of the Company's securities. The Company's quarterly operating and financial results are likely to vary from quarter to quarter. Variability in the nature of its results may be attributed to the factors identified throughout this AIF, many of which may be outside the Company's control.
Additional Financings
The Company will continue to make investments to support business growth and may require additional funds to respond to business challenges, including the need to develop any new products and services or enhance existing products and services, enhance operating infrastructure, and acquire complementary businesses and technologies. In order to execute the anticipated growth strategy, the Company may require some additional equity or debt financing to support ongoing operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of common shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, additional financing may not be available on favorable terms, if at all. If the Company is unable to obtain adequate financing or financing on terms satisfactory to it, when required, its ability to continue to support business growth and to respond to business challenges could be significantly limited and its future profitability could be adversely affected. The Company may require additional financing to fund its operations to the point where it is generating positive cash flows.
Changing Technological Developments
The market for Agereh's services is characterized by rapid technological change, with frequent variations in user requirements and preferences, frequent new product and service introductions embodying new technologies, changes in protocols and evolving industry standards. The Company's success will depend, in part, on its ability to design and produce new products and services, deliver enhancements to its existing products and services, accurately predict and anticipate evolving technology and respond to technological advances in its industry, meet its customers' increasingly sophisticated needs.
If the Company is unable to respond to technological changes or fails or delays development of products in a timely and cost-effective manner, its products and services may become obsolete, and the Company may be unable to recover its research and development expenses which could negatively impact sales, profitability, and the continued viability of the business.
Attracting New Customers
To increase the Company's revenues, it must regularly add new customers, sell additional products and services to existing customers, and encourage existing customers to increase their minimum commitment levels. If the Company's existing and prospective customers do not perceive the Company's products and services to be of sufficiently high value and quality, the Company may not be able to attract new customers or increase sales to existing customers and its operating results will be adversely affected.
Increasing the Company's customer base and achieving broader market acceptance of its products and services will depend to a significant extent on its ability to expand its sales and marketing operations. It is expected that the Company will be substantially dependent on its direct sales force to obtain new customers. There is significant competition for direct sales personnel with the sales skills and technical knowledge that the Company requires. The Company's ability to achieve significant growth in revenues in the future will depend, in large part, on its success in recruiting, training, and retaining sufficient numbers of direct sales personnel. New hires require significant training and, in most cases, take a significant period of time before they achieve full productivity. The Company's hires may not become as productive as it would like, and the Company may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where it does business. The Company's business will be seriously harmed if these expansion efforts do not generate a corresponding significant increase in revenues.
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Fluctuating Results of Operations
The Company's quarterly results of operations may fluctuate as a result of a variety of factors, many of which are outside of its control. If the Company's quarterly results of operations fall below the expectations of securities analysts or investors, the price of the Company's Shares could decline substantially. Fluctuations in quarterly results of operations may be due to many factors, including, but not limited to, those listed below:
- the Company's ability to increase sales and attract new customers.
- the addition or loss of large customers.
- fluctuations in demand, sales cycles, product mix and prices for the Company's products.
- the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of the Company's business, operations and infrastructure.
- the timing and success of any new product and service introductions by the Company or its competitors.
- costs associated with litigation, especially related to intellectual property.
- currency fluctuations.
- loss of key personnel or the shortage of available skilled workers.
- productivity and growth of the Company's sales and marketing force.
- the forecasting, scheduling, rescheduling or cancellation of orders by the Company's customers.
- changes in the Company's pricing policies or those of competitors.
- service outages or security breaches.
- the timing of announcements by the Company or its competitors.
- increasing competition.
- new advancement in technology.
- the Company's ability to successfully define, design and release new products in a timely manner that meet its customers' needs.
- future accounting pronouncements and changes in accounting policies.
- volatility in the Company's share price, which may lead to higher share compensation expense.
- limitations of the capacity of the Company's network and systems.
- the timing of costs related to the development or acquisition of technologies, products and services or businesses.
- market acceptance of the Company's products.
- general economic, industry and market conditions in the countries where the Company operates or where its products are sold or used.
- geopolitical events such as war, threat of war or terrorist actions.
Unfavorable changes in any of the above factors, most of which are beyond the Company's control, could significantly harm the Company's business and results of operations. The Company's operating results and financial condition may fluctuate from quarter to quarter and year to year and are likely to continue to vary due to a number of factors, some of which are outside of the Company's control. The quarterly revenues and results of operations of the Company may vary significantly in the future and period-to-period comparisons of the Company's operating results may not be meaningful. These events could, in turn, cause the market price of Company's Shares to fluctuate. If the Company's operating results do not meet the expectations of securities analysts or investors, who may derive their expectations by extrapolating data from recent historical operating results, the market price of the Company's Shares will likely decline. Due to all of the foregoing factors and the other risks discussed in this "Risk Factors" section, individuals should not rely on quarter-to-quarter or year-to-year comparisons of the Company's operating results as an indicator of future performance.
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Competition
The Company will compete in a rapidly evolving and highly competitive market. Some of the Company's potential competitors have longer operating histories, greater name recognition, access to larger customer bases and substantially greater resources, including sales and marketing, financial and other resources. As a result, these competitors may be able to:
- absorb costs associated with providing their products at a lower price.
- devote more resources to new customer acquisitions.
- respond to evolving market needs more quickly than the Company; and
- financing more research and development activities to develop better products and services.
Larger technology companies may enter the market, either by developing competing products and services or by acquiring existing competitors of the Company and may compete against the Company effectively as a result of their significant resources. Current and potential competitors may establish cooperative relationships amongst themselves or with third parties to compete more effectively. Existing and potential competitors may also develop enhancements to, or future generations of, competitive products and services that will have better performance features than the Company's system. In addition, many of these companies may have pre-existing relationships with the Company's current and potential customers. If the Company is not able to compete successfully against its current and future competitors, it will be difficult to acquire and retain customers, and the Company may experience limited revenue growth, reduced revenues and operating margins and loss of market share.
Reliance on Key Personnel and Others
Due to the technical nature of its business and the dynamic market in which the Company competes, its success depends on its ability to attract and retain highly skilled developers and technology, engineering, managerial, marketing and sales personnel. In particular, the Company's future success depends in part on the continued services of each of its current executive officers and other key employees. The success of the Company will also depend on the performance of its outside consultants and suppliers. The Company may not have any "key man" insurance policies, and therefore there is a risk that the death or departure of any one or more members of management or any key employee could have a material adverse effect on the Company. The Company also faces intense competition for qualified personnel. Management believes that there are only a limited number of persons with the requisite skills to serve in many key positions and it is difficult to hire and retain these persons. There can be no assurance that the Company can attract and retain these personnel and continue to recruit required talent quickly enough and with the skills required to enable the Company to execute its business plans. In addition, periodic changes to the organizational structure and compensation plans for the Company's sales organization may be disruptive and may impact on sales cycle or alter the average cost of sales. An inability to recruit and retain key employees or a loss of the services of the Company's key employees could have a material adverse effect on its sales revenues, technological development, business, operating results and financial condition.
Difficulty Forecasting
The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.
Suppliers
The Company has relationships with suppliers and service providers upon which it depends to provide critical components for its products and services. In the event the Company is unable to maintain these relationships or establish relationships with new suppliers or service providers as required, the availability, pricing and quality of its products and services may be adversely affected causing an adverse effect on the Company's business, operating results and financial condition. Relationships with third-party suppliers and
service providers expose the Company to risks associated with the integrity, quality, reputation, solvency and performance of such parties.
Operating Risk and Insurance Coverage
The Company has insurance to protect its assets, operations, and employees. While Management believes its insurance coverage addresses all material risks to which it is exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company may be exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company's liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if it were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.
Management of Growth
The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage 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 may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
Conflicts of Interest
Certain of the proposed directors and officers of the Company are also directors and officers of other companies, and conflicts of interest may arise between their duties as officers and directors of the Company and as officers and directors of such other companies.
Privacy
The Company may be subject to scrutiny and regulation from regulatory and legislative bodies with regards to the information that is collected within its systems. To reduce this risk, the Company has taken a proactive approach to consumer and data privacy a comprehensive data privacy policy that is consistent with industry best practices. However, there can be no assurance that the approach taken by the Company with respect to data privacy will be wholly sufficient to protect the Company from various risks associated with personal data collection, which risks could materially and adversely affect the business, financial condition and results of operations of the Company.
Legal Risks
The Company is subject to legal risks related to operations, contracts, relationships and otherwise under which the Company may be served with legal claims. Whether or not the claims are legally valid, such claims may result in legal fees, damages, settlement costs and other costs as well as significant time and distraction of management and employees. The Company may become party to litigation from time to time in the ordinary course of business and should any such litigation be determined against the Company; such a decision could adversely affect the Company's ability to continue operating and the market price for the Company's Shares and could require significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant company resources.
Stock Price Volatility
In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will
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not occur. It may be anticipated that any market for the Common Shares will be subject to market trends generally, notwithstanding any potential success of the Company in creating revenues, cash flows or earnings. The value of the Company's securities will be affected by such volatility.
The Company's stock price may also experience significant fluctuations due to operating performance, performance relative to analysts' estimates, disposition or acquisition by a large shareholder, a lawsuit against the Company, the loss or acquisition of a significant customer or distributor, including variations in the operating results of the Company and its subsidiaries, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Company and its subsidiaries, industry-wide factors, general economic conditions, legislative changes, political conditions and other events and factors outside of the Company's control. These factors, among others, may cause wide fluctuations and decreases in the value of the Company's Common Shares.
Dividends
The Company has no earnings or dividend record and does not anticipate paying any dividends on the Common Shares in the foreseeable future. Dividends paid by the Company would be subject to tax, and potentially withholdings.
Limited Market for Securities
The Company's Common Shares are listed on the TSX-V and effective October 18, 2023 the Company commenced trading on the OTCQB. Listing on the OTCQB, enables U.S. shareholders to more effectively participate in trading Agereh Shares and will increase liquidity in multiple jurisdictions.
However, there can be no assurance that an active and liquid market for the Common Shares will develop or be maintained, and an investor may find it difficult to resell any securities of the Company.
Intellectual Property and Protection of Proprietary Rights
The Company's success will depend, in part, on its ability to enforce patent rights, maintain the confidentiality of trade secrets and unpatented know-how, and operate without infringing on the proprietary rights of third parties or having third parties circumvent the Company's rights. The Company relies on a combination of patented technology, contract, copyright, trademark and trade secret laws, confidentiality procedures and other measures to protect its proprietary information. Unauthorized parties may attempt to copy aspects of its products or to obtain information that is proprietary. Policing unauthorized use of proprietary technology, if required, may be difficult, time-consuming, and costly. If a third party misappropriates the Company's intellectual property, the Company may be unable to enforce its rights. The Company's competitors could independently develop technology similar to its technology.
The Company may be challenged by allegations of its infringement of the intellectual property of others. Although the Company does not believe that its products or services infringe on the proprietary rights of any third parties, there can be no assurance that infringement or invalidity claims (or claims for indemnification resulting from infringement claims) will not be asserted or prosecuted against the Company, or that any such assertions or prosecutions will not materially adversely affect the Company's business, financial condition, or results of operations. Intellectual property claims are expensive and time consuming to defend and, even if they are without merit, may cause delay in the introduction of new products or services. There is no assurance that the Company will be successful in defending such claims and, if it is unsuccessful, there is no assurance that the Company will be successful in obtaining a license for the intellectual property in question. In addition, the Company's managerial resources could be diverted in order to defend its rights, which could disrupt its operations.
Liability Claims
The Company's technology is highly technical and may contain undetected errors, defects, or security vulnerabilities. The Company may be subject to claims arising from the use of its products and services.
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The Company's products are complex and sophisticated and, from time to time, may contain design defects that are difficult to detect and correct. There can be no assurance that errors will not be found in the Company's products or, if discovered, no assurance that the Company will be capable of successfully correcting such errors in a timely manner or at all. Some errors in the Company's technology may only be discovered after it has been deployed and used by its customers. Any errors, defects or security vulnerabilities discovered in its technology after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers and increased service costs, any of which could adversely affect the Resulting Issuer's business, operating results and financial condition.
In addition, the Company could face claims for product liability, tort, or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management's attention away from the business and adversely affect the market's perception of the Company and its services. In addition, if the Company's business liability insurance coverage is inadequate or future coverage is unavailable on acceptable terms or at all, it's operating results and financial condition could be adversely impacted.
Credit Concentration and Credit Risk
The Company intends to provide credit to its customers in the normal course of operations. Credit risk arises from the potential that a customer or counterparty will fail to meet its contractual obligations. The Company is exposed to credit risk from its customers on its trade receivables and unbilled revenue. Accounts receivable include amounts due from its retail customers, which exposes the Company to risk of non-payment. The Company estimates probable losses on a continuing basis and records a provision for such losses based on the estimated realizable value. Although the Company will attempt to manage its credit risk exposure, there is no assurance that this provision will be adequate.
Foreign Exchange
As Management anticipates that the Company's business will expand with increased global sales, it is expected that it may be necessary to transact sales in foreign currencies other than Canadian dollars, thus exposing the Company to foreign currency risk.
General Economic Conditions
The Company's results could be adversely affected by changing economic conditions in the countries in which it operates. The Covid-19 pandemic has affected the level of commercial and consumer delinquencies, lack of consumer confidence, cuts in government spending, increased market volatility and widespread reduction of business activity generally. There can be no guarantee that the countries in which the Company operates will not experience similar economic conditions, and to the extent such markets experience an economic deterioration, the resulting economic pressure on the Company's customers may cause them to end their relationship with the Company, reduce or delay demand for its products and services, resulting in a decline in revenues and profitability that could be material. Uncertain economic conditions could adversely affect the Company's revenue and profitability.
Market Demand for the Product and Services
The Company's success is dependent on its ability to market its products and services. There is no guarantee that its products and services will remain competitive. There is no guarantee the Company will be able to respond to market demands. If the Company is unable to effectively develop and expand the market for its products and services, its growth may be adversely affected.
There can be no assurance that the Company's targeted vertical and geographic markets will grow, or that the Company will be successful in establishing ourselves in new vertical and geographic markets. If the various markets in which its products compete fail to grow, or grow more slowly than is currently anticipated, or if the Company is unable to establish itself in new markets, its growth plans could be materially adversely affected.
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Government Regulation
Although the Company has obtained the necessary approvals for the products it currently sells, it may not be able to obtain approvals for future products on a timely basis, or at all. In addition, regulatory requirements may change, or the Company may be unable to obtain regulatory approvals from countries in which it may desire to sell products in the future. The Company may be required to incur additional costs in order to comply with foreign and state regulations pertaining to issues such as privacy, taxation, marketing content, and other considerations.
Accounting Estimates
The Company prepares its financial statements in Canadian dollars in accordance with International Financial Reporting Standards ("IFRS"). Management makes various estimates and assumptions in determining the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses for each year presented. The significant estimates include testing for impairment of goodwill and provision for warranty. Changes in estimates and assumptions will occur based on the passage of time and the occurrence of certain events.
Internal Controls
Internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. However, the system of internal controls over financial reporting is not guaranteed to provide absolute assurance with regard to the reliability of financial reporting and financial statements.
Approval
The board of directors has approved the disclosure contained in this MD&A. Additional information relating to the Company is available on SEDAR at www.sedar.com.