AI assistant
AMG Acquisition Corp. — Management Reports 2025
Apr 28, 2025
48238_rns_2025-04-28_9227f7d6-b20e-457d-bfd2-bbd648e23ff4.pdf
Management Reports
Open in viewerOpens in your device viewer
AMG ACQUISITION CORP.
(A Capital Pool Company)
Management's Discussion and Analysis
For the three and six months ended February 28, 2025 and February 29, 2024
(Expressed in Canadian dollars)
AMG Acquisition Corp.
Management's Discussion and Analysis of Financial Results
For the three and six months ended February 28, 2025 and February 29, 2024
The following management discussion and analysis ("MD&A") should be read in conjunction with the audited financial statements and accompanying notes ("Financial Statements") of AMG Acquisition Corp. (the "Company") for the three and six months ended February 28, 2025 and February 29, 2024. Results have been prepared using accounting policies in compliance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All monetary amounts are reported in Canadian dollars unless otherwise indicated.
For further information on the Company reference should be made to the Company's public filings which are available on SEDAR.
This MD&A contains forward-looking information. See "Forward-Looking Information" and "Risks and Uncertainties" for a discussion of the risks, uncertainties and assumptions relating to such information.
2
AMG Acquisition Corp.
Management's Discussion and Analysis of Financial Results
For the three and six months ended February 28, 2025 and February 29, 2024
INTRODUCTION
The following discussion of performance and financial condition should be read in conjunction with the financial statements of AMG Acquisition Corp. (the "Company") for the three and six months ended February 28, 2025 and February 29, 2024. The Company's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The Company's reporting currency is Canadian dollars unless otherwise stated. This Management's Discussion and Analysis ("MD&A") is dated April 22, 2025.
DESCRIPTION OF BUSINESS
AMG Acquisition Corp. (the "Company") was incorporated under the Business Corporations Act (British Columbia) on June 1, 2021. The Company is classified as a Capital Pool Company ("CPC") while the principal business is the identification and evaluation of assets or a business (the "Qualifying Transaction" ("QT")) and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities.
There is no assurance that the Company will identify a Qualifying Transaction within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or delist the Company's shares from trading.
The registered and head office of the Company is located at 230-997 Seymour Street, Office 9, Vancouver, British Columbia V6B 3M1.
These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. As at February 28, 2025, the Company has not generated any revenues from operations and has an accumulated deficit of $194,845 (August 31, 2024 - $184,477). The Company expects to incur further losses in the development of its business, all of which casts significant doubt about the Company's ability to continue as a going concern. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These financial statements do not reflect any adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that may be necessary if the Company is unable to continue as a going concern.
In March 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It has also disrupted the normal operations of many businesses. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time. The pandemic might affect the Company's ability to raise capital or complete a Qualifying Transaction as required by the Exchange's Policies.
On May 31, 2022, the Company announced that it completed its Initial Public Offering ("IPO") in British Columbia and Alberta of 2,550,000 common shares in the capital of the company at a price of $0.10 per common share.
AMG Acquisition Corp.
Management's Discussion and Analysis of Financial Results
For the three and six months ended February 28, 2025 and February 29, 2024
SELECTED ANNUAL AND QUARTERLY FINANCIAL INFORMATION
Results of Operations
The following selected financial information is derived from the audited financial statements of the Company. The figures have been prepared in accordance with IFRS, unless otherwise noted.
| For the year ended August 31, 2024 (audited) | For the year ended August 31, 2023 (audited) | |
|---|---|---|
| $ | $ | |
| Total revenues | - | - |
| General and administrative expenses | (28,177) | (36,760) |
| Net loss and comprehensive loss | (28,177) | (36,760) |
| Net loss per share – Basic and diluted | (0.00) | (0.01) |
| Totals assets | 399,286 | 426,468 |
| Total liabilities | 9,834 | 8,839 |
For the most recent eight quarters (under IFRS unless otherwise noted).
| Feb 28, 2025 | Nov 30, 2024 | Aug 31, 2024 | May 31, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Total revenues | - | - | - | - |
| Net loss | (6,044) | (6,805) | (4,061) | (10,706) |
| Net income (loss) per share | (0.00) | (0.00) | (0.00) | (0.00) |
| Total assets | 382,398 | 392,172 | 399,286 | 401,127 |
| Total liabilities | 5,795 | 9,525 | 9,834 | 7,614 |
| Feb 29, 2024 | Nov 30, 2023 | Aug 31, 2023 | May 31, 2023 | |
| $ | $ | $ | $ | |
| Total revenues | - | - | - | - |
| Net loss | (6,805) | (5,293) | (36,759) | (13,910) |
| Net income (loss) per share | (0.00) | (0.00) | (0.00) | (0.00) |
| Total assets | 392,172 | 425,432 | 426,468 | 436,335 |
| Total liabilities | 9,525 | 13,096 | 8,839 | 7,069 |
AMG Acquisition Corp.
Management's Discussion and Analysis of Financial Results
For the three and six months ended February 28, 2025 and February 29, 2024
RESULTS OF OPERATIONS
For the three months ended February 28, 2025
Net loss and comprehensive loss for the three months ended February 28, 2025 was $6,044 compared to $10,866 for the three months ended February 29, 2024. The comprehensive loss of $6,044 in the current period was mainly attributable to the following:
- Transfer agent fees $3,982
- Professional fees $1,982
- Bank Service Charge $80
For the six months ended February 28, 2025
Net loss and comprehensive loss for the six months ended February 28, 2025 was $12,849 compared to $16,159 for the six months ended February 29, 2024. The comprehensive loss of $12,849 in the current period was mainly attributable to the following:
- Transfer agent fees $6,085
- Professional fees of $6,482 mainly composed of legal and accrued audit fees.
- Bank Service Charge $282
LIQUIDITY AND CAPITAL RESOURCES
As at February 28, 2025, the Company had working capital of $376,603 (August 31, 2024 - $386,971) and cash of $377,667 (August 31, 2024 - $391,805).
As at February 28, 2025, the shareholders' equity of $376,603 (August 31, 2023 - $386,971) consisted of share capital of $473,314 (August 31, 2024 - $473,314), contributed surplus of $98,134 (August 31, 2024 - $98,134), and deficit of $194,845 (August 31, 2024 - $184,477).
OUTSTANDING SHARE DATA
a) Authorized Share Capital: unlimited common shares without par value.
b) Common Shares: as at February 28, 2025 and the date of this MD&A, the Company had 7,800,120 common shares issued and outstanding, of which 3,200,020 are held in Escrow pursuant to the policies of the TSX-V as at February 28, 2025 and the date of this MD&A.
c) Share purchase warrants: as at February 28, 2025 and the date of this MD&A, the Company had 255,000 share purchase warrants issued, outstanding and exercisable
d) Share options: as at February 28 2025 and the Date of this MD&A, the Company had 780,012 share options issued and outstanding and held in Escrow pursuant to the policies of the TSX-V
Share issuances
There were no additional shares issued during the six months ended February 28, 2025 and the year ended August 31, 2024.
On May 31, 2022, the Company has completed its initial public offering in British Columbia and Alberta of 2,550,000 common shares in the capital of the company at a price of $0.10 per common share for gross proceeds of $255,000. The Company paid a finder's fee of $41,250 in cash and issued 255,000 warrants entitling the holder to purchase an additional common share at a price of $0.10 per share for a period of five years from issuance. The finder's warrants are valued at $19,226 using Black-Scholes option pricing model with the following assumptions: stock price - $0.10; exercise price - $0.10; expected life - 5 years;
AMG Acquisition Corp.
Management's Discussion and Analysis of Financial Results
For the three and six months ended February 28, 2025 and February 29, 2024
volatility – 100%; dividend yield - $0; risk-free rate – 2.73%. Additional share issue costs of $61,246 were incurred for legal and related costs.
On March 4, 2022, the Company issued 100,000 common shares at $0.05 per share to a director of the Company for total proceeds of $5,000.
On September 17, 2021, the Company closed a non-brokered private placement consisting of 2,050,100 units at a price of $0.10 per unit for gross proceeds of $205,010, of which $184,996 was received in prior year. The Company paid a finder's fee of $16,401 in cash and issued 164,008 finder's warrants entitling the holder to purchase an additional common share at a price of $0.10 per share for a period of two years from issuance. The finder's warrants are valued at $8,574 using Black-Scholes option pricing model with the following assumptions: stock price - $0.10; exercise price - $0.10; expected life – 2 years; volatility – 100%; dividend yield - $0; risk-free rate – 0.46%.
On September 7, 2021, the Company issued 200,000 common shares at $0.05 per share to a director of the Company for total proceeds of $10,000.
Escrow
Seed shares issued below the IPO price, shares acquired from treasury by non-arm's length parties to the CPC and CPC stock options and shares issued on exercise of stock options, which were granted before the IPO and at an exercise price less than the IPO price, are all subject to a CPC Escrow Agreement. Under the CPC Escrow Agreement, 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the "Initial Release") and an additional 25% will be released on the dates 6, 12, and 18 months following the Initial Release. Shares acquired by the Pro Group at or above the IPO price and shares acquired by a Control Person in the secondary market are not subject to the CPC Escrow Agreement.
As at February 28, 2025, a total of 7,800,120 common shares were issued and outstanding, of which 3,200,020 are currently held in escrow pursuant to the policies of the TSX Venture Exchange.
Share Purchase Warrants
As at February 28, 2025, the Company has 255,000 outstanding and exercisable share warrants.
The following is a summary of the changes in the Company's share purchase warrants for six months ended February 28, 2025 and the year ended August 31, 2024:
| February 28, 2025 | August 31, 2024 | |||
|---|---|---|---|---|
| Number of warrants | Weighted-average exercise price | Number of warrants | Weighted-average exercise price | |
| Outstanding, beginning | 255,000 | 0.10 | 419,008 | 0.10 |
| Issued | - | - | - | - |
| Expired | - | - | (164,008) | 0.10 |
| Outstanding, ending | 255,000 | 0.10 | 255,000 | 0.10 |
AMG Acquisition Corp.
Management's Discussion and Analysis of Financial Results
For the three and six months ended February 28, 2025 and February 29, 2024
The following table summarizes information regarding share purchase warrants outstanding and exercisable as at February 28, 2025:
| Exercise price | Number of warrants outstanding | Number of warrants exercisable | Weighted-average remaining contractual life (years) | Weighted-average exercise price |
|---|---|---|---|---|
| Warrants | $ | |||
| March 31, 2027 | 255,000 | 255,000 | 2.08 | 0.10 |
| Total | 255,000 | 255,000 | 2.08 | 0.10 |
Share Options
On May 31, 2022, the Company also granted 780,012 stock options to directors and officers of the company to acquire up to an aggregate of 780,012 common shares exercisable at a price of 10 cents per common share until May 31, 2032. These options are valued at $70,334 using Black-Scholes option pricing model with the following assumptions: stock price - $0.10; exercise price - $0.10; expected life - 10 years; volatility - 100%; dividend yield - $0; risk-free rate - 2.93%.
During the six months ended February 28, 2025, there were no additional options granted.
As at February 28, 2025, the Company has 780,012 issued and outstanding options, of which, 780,012 options are held in escrow pursuant to the policies of the TSX-V.
The following is a summary of the changes in the Company's share options for the six months ended February 28, 2025 and the year ended August 31, 2024:
| February 28, 2025 | August 31, 2024 | |||
|---|---|---|---|---|
| Number of options | Weighted-average exercise price | Number of options | Weighted-average exercise price | |
| Outstanding, beginning | 780,012 | $ 0.10 | 780,012 | $ 0.10 |
| Granted | - | - | - | - |
| Outstanding, ending | 780,012 | 0.10 | 780,012 | 0.10 |
The following table summarizes information regarding share purchase warrants outstanding and exercisable as at February 28, 2025:
| Exercise price | Number of options outstanding | Number of options exercisable | Weighted-average remaining contractual life (years) | Weighted-average exercise price |
|---|---|---|---|---|
| Options | $ | |||
| May 31, 2032 | 780,012 | 780,012 | 7.26 | 0.10 |
| Total | 780,012 | 780,012 | 7.26 | 0.10 |
AMG Acquisition Corp.
Management's Discussion and Analysis of Financial Results
For the three and six months ended February 28, 2025 and February 29, 2024
TRANSACTIONS WITH RELATED PARTIES
Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions.
During the six months ended February 28, 2025 and February 29, 2024, there were no related party transactions. There were no compensation paid to key management personnel.
LOSS PER SHARE
The calculation of basic loss per share for the six months ended February 28, 2025 and February 29, 2024 were based on the loss attributable to common shareholders of $12,849 and $16,159 and the average weighted average number of capital stock of 7,800,120 and 7,800,120 respectively.
CRITICAL JUDGMENTS AND ESTIMATES
The preparation of the Financial Statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the fair value measurements for financial instruments and the recoverability and measurement of deferred tax assets.
Significant Judgments
The preparation of the Financial Statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments applying to the Company's financial statements include the assessment of the Company's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Capital Management
The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.
The Company includes share capital in the definition of capital.
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.
Cash Restrictions
The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than $3,000 per month may be used for administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange Policy 2.4.
AMG Acquisition Corp.
Management's Discussion and Analysis of Financial Results
For the three and six months ended February 28, 2025 and February 29, 2024
Risk Disclosures and Fair Values
The Company's financial instruments, consisting of cash, and 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.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. As at February 28, 2025, the Company had accounts payable and accrued liabilities of $5,795 (August 31, 2024 - $9,834) due within 12 months and had cash of $377,667 (August 31, 2024 - $391,805) to meet its current obligations. The Company maintains adequate cash and restricted cash balances to settle current liabilities. As a result, the Company had minimal liquidity risk at February 28, 2025.
Credit Risk
Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company's cash balance is held in trust with the Company's legal counsel. As such, the Company had no significant credit risk at February 28, 2025.
RISKS & UNCERTAINTIES
The Company currently has no source of recurring income, has not commenced commercial operations, has no significant assets other that cash, has no history of earnings and does not intend to pay dividends. In addition, there can be no assurance that the Company will be able to obtain additional financing in the future on terms acceptable to the Company or at all. The Company's success depends to a certain degree upon key members of management. It is expected that these individuals will be a significant factor in our growth and success. The loss of the service of members of the management team or certain key employees could have a material adverse effect on the Company.