Alterego Ventures 24 Corp. — Interim / Quarterly Report 2024

Aug 27, 2024

ALTEREGO VENTURES 24 CORP.

(A CAPITAL POOL COMPANY)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Alterego Ventures 24 Corp. (A Capital Pool Company) Management’s Discussion and Analysis

INTRODUCTION

The following interim Management’s Discussion & Analysis (" Interim MD&A ") of Alterego Ventures 24 Corp. (the " Company ") for the three and six months ended June 30, 2024 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management’s discussion & analysis for the year ended December 31, 2023 (" Annual MD&A "). This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A.

This Interim MD&A has been prepared in compliance with Form 51-102F1, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations . This discussion should be read in conjunction with the Company’s annual financial statements, together with the notes thereto for the year ended December 31, 2023, the Annual MD&A, and the unaudited condensed interim financial statements for the three and six months ended June 30, 2024, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company’s unaudited condensed interim financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards (" IFRS ") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Information about the Company and its operations can be obtained from the officers of the Company or from www.sedarplus.ca.

The effective date of this Interim MD&A is August 26, 2024.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, certain information contained in this Interim MD&A constitutes forward-looking statements. Forward-looking statements are usually identified by the use of certain terminology, including "will", "may", "expects", "estimates", "continues", "believes", "intends", or variations thereof, or by discussions of strategy or intentions, or the negatives of such words and phrases. Forward-looking statements in this Interim MD&A include, but are not limited to, the closing of a potential Qualifying Transaction as defined under the policies of the TSX Venture Exchange Corporate Finance Manual (the " QT "). Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results or achievements to be materially different from any future results or achievements express or implied by such forward-looking statements.

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company’s ability to predict or control, including factors affecting the closing of a QT and the timing and receipt of all applicable regulatory, corporate, shareholder, and third party approvals, the satisfaction of other conditions to the closing of a QT and the ability of the Company to complete a QT. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Interim MD&A.

If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated, or projected. The Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Given these uncertainties, the reader of the information included herein is cautioned not to place undue reliance on such forward-looking statements.

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Alterego Ventures 24 Corp. (A Capital Pool Company) Management’s Discussion and Analysis

CORPORATE PROFILE AND OVERVIEW

The Company was incorporated on November 29, 2018, pursuant to the provisions of the Canada Business Corporations Act and is classified as a capital pool company (" Capital Pool Company ") as defined in Policy 2.4 of the TSX Venture Exchange (the " TSX-V ") Corporate Finance Manual. The Company became a reporting issuer on January 31, 2020 following the issuance of a final receipt for its (final) prospectus dated January 28, 2020 from the provincial securities commissions of Ontario, British Columbia, and Alberta.

On August 24, 2021, the Company completed an initial public offering pursuant to which it issued an aggregate of 2,750,000 common shares at a price of $0.10 per common share (the " IPO ") for aggregate gross proceeds of $275,000. On August 24, 2021, the common shares of the Company were listed on the TSX-V under the trading symbol "ALBA.P".

The Company's principal purpose is the identification and evaluation of assets or a business with a view to the negotiation of an acquisition or the participation in a business in order to satisfy the conditions of a QT. As the Company has no active operations to date, its long-term future is dependent upon the completion of a QT and, if required, its ability to secure the necessary financing in connection with such QT.

The Company's registered head office address is at 2482 Yonge Street, Unit 23, Toronto, Ontario, Canada, M4P 2H5.

Initial Private Placement

In connection with certain private placements completed by the Company prior to its initial public offering, the Company issued a total of 2,001,281 common shares at a price of $0.05 per share for gross proceeds of $100,064 to its directors and officers.

Subsequently, on April 14, 2021, the Company closed a non-brokered private placement of 1,900,000 common shares (the " Private Placement ") at a price of $0.05 per common share for gross cash proceeds of $95,000. No commission or finder's fees were paid in connection with the Private Placement.

Initial Public Offering

On June 11, 2021, the Company filed a final prospectus (the " Prospectus ") and was issued a receipt from the provincial securities commissions of Ontario, British Columbia, and Alberta on June 15, 2021. The Prospectus qualified the distribution of a minimum of 2,000,000 common shares and a maximum of 5,000,000 common shares at a price of $0.10 per common share for gross proceeds of a minimum of $200,000 and a maximum of $500,000 (the " IPO ").

On August 24, 2021, the Company completed an IPO pursuant to which it issued an aggregate of 2,750,000 common shares at a price of $0.10 per common share for aggregate gross proceeds of $275,000. In connection with the completion of the IPO, pursuant to the terms of an agency agreement dated June 11, 2021, entered into between the Company and Haywood Securities Inc. (the " Agent "), the Agent received a cash commission in the amount of $22,000 which is equal to 8% of the gross proceeds of the IPO. In addition, the Agent received: (i) a corporate finance cash fee equal to $10,000, plus applicable taxes; (ii) non-transferable options to purchase an aggregate of 275,000 common shares, representing 10% of the aggregate number of common shares sold pursuant to the IPO, each exercisable into one common share at a price of $0.10 per common share for a period of 60 months from August 24, 2021; and (iii) a reimbursement for its legal fees incurred pursuant to this IPO, estimated to be $7,500, plus applicable taxes and disbursements.

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Alterego Ventures 24 Corp. (A Capital Pool Company) Management’s Discussion and Analysis

Following the completion of the IPO, there were 6,651,281 common shares issued and outstanding. In addition, 275,000 options were granted to the Agent, and 665,128 incentive stock options were granted to the Company's directors and officers (156,052 incentive stock options have an exercise price of $0.05 per common share and expire on June 11, 2031, and 509,076 incentive stock options have an exercise price of $0.10 per common share and expire on August 24, 2031). Any incentive stock options granted are subject to the terms and conditions of the Company's amended and restated stock option plan last approved by the board of directors of the Company (the " Board ") on May 18, 2023.

Additional details about the IPO are included in the Prospectus and the news release in connection with the closing of the IPO filed under the Company's profile on SEDAR, available at www.sedarplus.ca.

2023 Changes to Management and Board of Directors, Private Placement and Transfer of Common Shares within Escrow

On December 21, 2023, Yosef Shemesh resigned as a director and Chief Financial Officer (" CFO ") of the Company, and the Board appointed Noah Herscovici as CFO replacing Yosef Shemesh, subject to the approval of the TSX-V. In connection with the appointment of Mr. Herscovici as CFO, pursuant to the requirements of the TSX-V, Mr. Herscovici subscribed for 100,000 common shares of the Company, on a private placement basis, at a price of $0.05 per common share for gross proceeds of $5,000 (the " 2023 Private Placement "), which issuance was completed on December 21, 2023. Post financing, the Company has 6,751,281 common shares issued and outstanding. The proceeds from the 2023 Private Placement are expected to be used for, among other things, working capital, general, administrative, and/or other corporate purposes. All common shares issued under the 2023 Private Placement are subject to a four-month hold period and subject to escrow under applicable Canadian securities legislation and stock exchange policy. No commission or finder’s fees have been paid in connection with the 2023 Private Placement.

Furthermore, on December 21, 2023, Alterego Ltd., a company controlled by Rita Alter, a current director, Chief Executive Officer, and Secretary of the Company, completed the purchase of 329,281 Common Shares held by Yosef Shemesh pursuant to a private purchase and sale agreement, such shares being held in escrow pursuant to the terms of an escrow agreement dated June 11, 2021 between the Company, TSX Trust Company, and certain securityholders.

2024 Annual General and Special Meeting of Shareholders

On February 29, 2024, the Company held an annual general and special meeting of shareholders (the " Meeting "). At the Meeting, shareholders approved, among other things, the amendment to the Company's articles of incorporation to change the name of the Company from A-Labs Capital V Corp. to Alterego Ventures 24 Corp. (the " Name Change ") and approved and confirmed the stock option plan of the Company. On March 1, 2024, the Company filed articles of amendment to effect the Name Change. For further details on the Meeting and the Name Change, please refer to the Company’s management information circular and press release dated January 30, 2024, and March 4, 2024, respectively, available under the Company’s profile at www.sedarplus.ca.

OVERALL PERFORMANCE

The Company is focusing on completing a QT and will continue to incur expenses to fulfil this objective.

RESULTS OF OPERATIONS

As of the date of this MD&A, the Company is a Capital Pool Company. Accordingly, the Company has not recorded any revenues, and depends upon share issuances and its cash on hand to fund its administrative expenses.

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Alterego Ventures 24 Corp. (A Capital Pool Company) Management’s Discussion and Analysis

For the immediate future, the Company intends to continue working towards completing a QT. Management regularly monitors economic conditions and estimates their impact on the Company's operations and incorporates these estimates in both short-term operating and longer-term strategic decisions.

There were no significant activities to report during the three months ended June 30, 2024.

Selected Financial Information

The table below provides a summary of selected financial information for this fiscal quarter with respect to the Company, specifically, comparing the three and six-month periods ended June 30, 2024, and 2023 to the most recently completed financial year end.

		Three months	Three months	Six months ended	Six months ended	For the year ended
		ended	ended	June 30, 2024	June 30, 2023	December 31, 2023
		June 30, 2024	June 30, 2023
Total expenses(1)		$4,146	$19,475	$28,904	$28,794	$48,661
Net loss
- Total		$(4,146)	$(19,475)	$(28,904)	$(28,794)	$(48,661)
- Per share		$(0.001)	$(0.007)	$(0.010)	$(0.010)	$(0.018)
Total assets		$128,316	$186,689	$128,316	$186,689	$176,035
Cash used in operations		$10,899	$21,623	$47,719	$31,646	$47,301
Long-term	financial	$nil	$nil	$nil	$nil	$nil
liabilities
Basic and diluted loss		$(0.001)	$(0.007)	$(0.010)	$(0.010)	$(0.018)
per share
Weighted	average	2,850,000	2,750,000	2,850,000	2,750,000	2,752,740
number of	common
shares outstanding

Notes:

(1) Total expenses include professional fees.

Net and Comprehensive Loss

The Company recorded a net loss of $4,146 for the three-months ended June 30, 2024, with basic and diluted loss per share of $0.001. This compares with a net loss of $19,475 with basic and diluted loss per share of $0.007 for the three-months ended June 30, 2023.

The Company recorded a net loss of $28,904 for the six-months ended June 30, 2024, with basic and diluted loss per share of $0.010. This compares with a net loss of $28,794 with basic and diluted loss per share of $0.010 for the six-months ended June 30, 2023.

The increase in the net loss of $110 during this interim period as compared to the six-month period ended June 30, 2023, was due to an increase in legal expenses, which was largely offset by a decrease in accounting and operating expenses.

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Alterego Ventures 24 Corp. (A Capital Pool Company) Management’s Discussion and Analysis

Summary of Quarterly Results

The following table sets out financial information for each of the eight most recently completed quarters. This summary of quarterly results should be read in conjunction with the Company’s audited annual financial statements and accompanying notes for the years ended December 31, 2023 and December 31, 2022.

	Q2-2024	Q1-2024	Q4-2023	Q3-2023
Stock-based compensation	$nil	$nil	$nil	$nil
General and administration costs:
Operating expenses	$332	$10,578	$1,062	$2,664
Professional fees	$3,814	$14,180	$12,334	$5,931
Provision for bad debt	$nil	$nil	$nil	$nil
Net loss for the period	$(4,146)	$(24,758)	$(11,272)	$(8,595)
Basic and diluted loss per share	$(0.001)	$(0.009)	$(0.004)	$(0.003)
	Q2-2023	Q1-2023	Q4-2022	Q3-2022
Stock-based compensation	$nil	$nil	$nil	$nil
General and administration costs:
Operating expenses	$5,156	$6,232	$557	$6,192
Professional fees	$14,319	$3,087	$10,501	$7,012
Provision for bad debt	$nil	$nil	$nil	$nil
Netlossforthe period	$(19,475)	$(9,319)	$(11,058)	$(13,204)
Basic and diluted loss per share	$(0.007)	$(0.003)	$(0.004)	$(0.005)

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash of $128,316 as at June 30, 2024, compared to $176,035 as at December 31, 2023, a decrease of $47,719, due to normal ongoing accounting, legal and filing requirements.

As at June 30, 2024, the Company had accounts payable and accrued liabilities of $1,466 (December 31, 2023 - $20,281) due within 12 months.

As at June 30, 2024, the Company had working capital of $126,850, which is defined as current assets less current liabilities. This is expected to be adequate to maintain the Company's current levels of activity through to the completion of a QT.

The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The Company is a Capital Pool Company which is listed on the TSX-V in accordance with the current policies under Policy 2.4 Capital Pool Companies of the TSX-V as at January 1, 2021 (the " Policy "). Pursuant to the Policy, the proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investments, including reasonable general and administrative expenses that do not exceed an aggregate of $3,000 per month. The Company shall observe the parameters in connection with the use of proceeds and prohibited payments pursuant to the Policy.

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Alterego Ventures 24 Corp. (A Capital Pool Company) Management’s Discussion and Analysis

SHARE CAPITAL

The Company’s authorized share capital is an unlimited number of common shares without nominal or par value. The following table sets forth the Company’s issued and outstanding common shares:

Balance as at	Number of Common Shares
June 30, 2024	6,751,281
December 31, 2023	6,751,281
June 30,2023	6,651,281

(i) Common Shares

As of the date of this Interim MD&A, the Company has issued an aggregate of 6,751,281 common shares.

In connection with certain private placements completed by the Company, the Company issued a total of 2,001,281 common shares at a price of $0.05 per share for gross proceeds of $100,064.

On April 14, 2021, the Company completed a non-brokered private placement pursuant to which it issued 1,900,000 common shares at a price of $0.05 per common share for gross proceeds of $95,000. See " Corporate Profile and Overview – Private Placement " for more details.

On August 24, 2021, the Company completed an IPO pursuant to which it issued an aggregate of 2,750,000 common shares at a price of $0.10 per common share for gross proceeds of $275,000. See " Corporate Profile and Overview – Initial Public Offering " for more details.

On December 21, 2023, the Company completed a private placement pursuant to which it issued an aggregate of 100,000 common shares at a price of $0.05 per share for gross proceeds of $5,000. See " Corporate Profile and Overview " for more details.

(ii) Escrowed Common Shares

Pursuant to the Policy of the TSX-V: (i) 3,901,281 of the Company's common shares issued during the seed financing and the subsequent non-brokered private placement, and (ii) 100,000 of the Company's common shares issued pursuant to the 2023 Private Placement, are subject to escrow restrictions. The Company has entered into an escrow agreement dated June 11, 2021 with TSX Trust Company and certain shareholders in connection with the IPO and the 2023 Private Placement.

(iii) Stock Options

As of the date of this Interim MD&A, 665,128 incentive stock options have been granted to the Company's directors and officers (156,052 incentive stock options have an exercise price of $0.05 per common share and expire on June 11, 2031, and 509,076 incentive stock options have an exercise price of $0.10 per common share and expire on August 24, 2031). Any incentive stock options granted are subject to the terms and conditions of the Company's amended and restated stock option plan last approved by the Board on May 18, 2023.

(iv) Agents’ Options

In accordance with the agency agreement dated June 11, 2021 between the Company and the Agent signed in relation to the IPO, the Company granted the Agent 275,000 non-transferable options to purchase common shares at a price of $0.10 per common share for a period of 60 months from the listing date of the Company’s common shares on the TSXV. As of the date of this Interim MD&A, the Agent's options remain outstanding and have not been exercised.

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Alterego Ventures 24 Corp. (A Capital Pool Company) Management’s Discussion and Analysis

PROPOSED TRANSACTIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The Company has no proposed transactions or off-balance sheet arrangements as of June 30, 2024.

TRANSACTIONS WITH RELATED PARTIES

As of the date of this Interim MD&A, the Company has not entered into any related party transactions.

INVESTOR RELATIONS

Until completion of a QT, neither the Company nor any party on behalf of the Company will engage the services of any person to provide investor relation activities or market making services.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are those estimates that have a high degree of uncertainty and for which changes in those estimates could materially impact the Company’s results. There have been no critical accounting estimates made in the preparation of the financial statements for the period ended June 30, 2024.

Financial Instruments

The Company’s financial instruments, consisting of cash, accounts payable, and accrued liabilities, approximate fair values due to the relatively short-term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Disclosure Controls and Procedures

Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. As the Company is a venture issuer, management does not make any representations in this regard, and the Company has inherent limitations in this regard that may result in additional risks relating to its filings and reporting.

SUBSEQUENT EVENTS

There have been no subsequent events.

RISK FACTORS

An investment in the securities of the Company is highly speculative and involves numerous significant risks. The Company does not have a history of operations and there is no assurance that it will produce revenue, operate profitably, or provide a return on investment in the future. Therefore, such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume these risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors that currently affect, and those which in the future are reasonably expected to affect the Company and its financial position.

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Alterego Ventures 24 Corp.

(A Capital Pool Company) Management’s Discussion and Analysis

The Company is focused on completing a QT in accordance with the policies of the TSX-V. There are restrictions on the Company's activities prior to the completion of a QT and general and specific parameters regarding the characteristics and timing of a QT. Until completion of a QT, the Company is not permitted to carry on any business other than the identification and evaluation of potential QTs.

Current global financial conditions have been subject to increased volatility and as a result, access to financing may be negatively impacted. These factors may further impact the ability of the Company to obtain additional capital in the future on terms acceptable to the Company or at all. If these increased levels of volatility continue, the Company’s operations could be adversely impacted and the value and the price of its common shares and other securities could continue to be adversely affected.

For other risk factors applicable to the Company, please refer to the section entitled "Risk Factors" in the Company's Prospectus currently available on SEDAR at http://www.sedarplus.ca/.

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