Anquiro Ventures Ltd. — Management Reports 2025

Mar 4, 2025

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PROSYS TECH CORPORATION

Results of Operations for the Interim Period Ended December 31, 2024

The following management's discussion and analysis ("MD&A") of Prosys Tech Corporation / Corporation Prosys Tech (hereinafter the "Company" or "Prosys") is prepared as at February 28, 2025 and should be read in conjunction with the Company's interim financial statements and the notes thereto for the six-month periods ended December 31, 2024 and 2023. The interim financial statements for the periods ended December 31, 2024 and 2023 have been prepared by management in accordance with IFRS as issued by International Accounting Standards Board ("IASB"). Unless otherwise specified, the financial information included in the financial statements and contained in this MD&A is denominated in Canadian dollars. Additional information relevant to the Company's activities can be found on SEDAR+ at www.sedarplus.ca.

OVERVIEW

The Company is a business corporation incorporated in Canada pursuant to the Canada Business Corporations Act on April 21, 2004. The Company's fiscal year ends June 30. Its head office is located at 211-4150, Sainte Catherine Street, Westmount, Québec, H3Z 2Y5. On March 16, 2007, the Company changed its corporate name from Pontiac Castle Investment Corporation / Pontiac Castle Investments Corporation to Prosys Tech Corporation / Corporation Prosys Tech. On December 27, 2006, Pontiac Castle Investments Corporation completed its qualifying transaction and acquired, through reverse share exchange, 100% of the outstanding shares of Prosys-Tec Computers Inc., a company now dissolved that was then in the start-up phase.

Starting from November 3, 2009, the British Columbia Securities Commission, the Alberta Securities Commission and the Autorité des marchés financiers issued cease trade orders (the "Cease Trade Orders") following the Company's failure to file its annual audited financial statements and annual Management's Discussion and Analysis for the year ended June 30, 2009, and then its interim unaudited financial statements and interim Management's Discussion and Analysis for the period ended September 30, 2009.

The Company did not maintain the TSX Venture Exchange Level 2 company requirements and as a result, on October 22, 2010, the listing of the class A common shares (the "Common Shares") of the Company was transferred to NEX. The Company was then delisted from the NEX on January 30, 2014, for failure to pay the NEX listing maintenance fee.

On July 26, 2023, the Company announced the complete lifting of the Cease Trade Orders following the filing of all periodic continuous disclosure required by law.

On August 15, 2023, the Company proceeded to a reduction of its stated capital through a cash distribution of an aggregate amount of $2,000,000 to its shareholders (the "Distribution"). Based on the 109,591,496 Common Shares of Prosys issued and outstanding as of the date thereof, each shareholder was distributed a cash payment of approximately $0.0182495 for each Common Share in the scope of the Distribution.

The Company has maintained a reserve of cash to meet outstanding costs, expenses and liabilities. As such, the Board of Directors pursues its evaluation of various strategic alternatives for the repositioning of the Company in the best interest of its shareholders. These efforts are part of the prospect of carrying out a major transaction which could lead to a change in the Company's activities and a rapid readmission of the Company's securities trading on a stock exchange.

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OPERATIONS

Results of Operations for the Six-Month Periods ended December 31, 2024 and 2023

Income

For the six-month period ended December 31, 2024, Prosys has not realized income except interests of $11,840 (compared to $23,408 during the same six-month period in 2023).

Expenses

For the six-month period ended December 31, 2024, expenses were of $39,583, comprised of administrative fees of $6,661, regulatory compliance fees of $4,139 and professional fees of $28,683 (mainly fiscal and legal fees), compared to total expenses of $46,580 for the same period ended December 31, 2023. There were no salaries paid as the only employee is Georges Hébert, the President and Interim Chief Financial Officer of the Company, who has chosen to forfeit his salary. The Directors have also forfeited their compensation.

Balance Sheets

	(unaudited) December 31, 2024 $	(audited) June 30, 2024 $
Cash	41,463	21,606
Interest receivable	1,620	2,176
Income taxes receivable	6,640	33,390
Current Portion of Investments	-	-
Deferred income taxes	-	-
Total assets	695,622	692,051
Accounts payable and accrued liabilities	47,793	23,303
Total liabilities	47,793	23,303
Shareholders’ equity	647,829	668,748
Net income (loss) per share basic and diluted	(0.0002)	(0.001)

Cash and cash equivalents during the six-month period ended December 31, 2024, increased by $19,857 (decreased by $91,270 during the same period in 2023). As at December 31, 2024, the total assets of the Company were of $695,622 (compared to $692,051 as at June 30, 2024).

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CASH FLOWS AND CAPITAL RESOURCES

	(unaudited) December 31, 2024 $	(unaudited) December 31, 2023 $
Cash at the beginning of the period	21,606	124,944
Cash flows from operating activities	19,857	(91,310)
Cash flows from investing activities	-	2,000,040
Cash flows from financing activities	-	(2,000,000)
Cash at the end of the period	41,463	33,674

For the six-month period ended December 31, 2024, Prosys has not generated cash flows from investing and financing activities, as opposed to the same six-month period in 2023, during which cash flows from investing activities of $2,000,040 represented the proceeds from the disposal by Prosys of positions held in mutual funds, while the cash flows from financing activities of $2,000,000 represented the amount of the Distribution.

CAPITAL STOCK

As of December 31, 2024, and as of the date hereof, the Company had 109,591,496 Common Shares (109,591,496 as of December 31, 2023) issued and outstanding.

OFF-BALANCE SHEET ARRANGEMENTS

Prosys has not entered into any off-balance sheet arrangements during the six-month periods ended December 31, 2024, and 2023.

ACCOUNTING POLICIES

Basis of Presentation

These condensed interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). These condensed interim financial statements do not include all financial information required for full annual financial statements and should be read in conjunction with the Company's annual financial statements for fiscal year ended June 30, 2024, prepared in accordance with International Financial Reporting Standards (“IFRS”).

These condensed interim financial statements have been prepared based on accounting policies and methods of application consistent with those used in the preparation of the most recently prepared annual financial statements.

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Financial instruments

Initial and subsequent measurement

Financial assets

On initial recognition, all financial assets and liabilities are measured at fair value. Subsequently they are measured following their classification. Transaction costs directly attributable to their acquisition or issuance are included in the initial measurement of financial assets or liabilities except if they are measured at fair value through profit or loss ("FVTPL").

For subsequent measurement, the Company classifies its financial assets according to two categories:

a) Amortized cost: Assets that are held for collection of contractual cash flows where they represent solely payment of principal and interest.

b) FVPTL: Assets that do not meet the criteria of amortized cost or are designated as FVPTL.

Cash and interest receivable are classified as amortized cost and investments in mutual funds are classified as financial assets at FVPTL.

Financial liabilities

Financial liabilities are initially measured at fair value. They are subsequently measured at amortized cost. Financial liabilities consist of accounts payable and accrued liabilities.

Income taxes

Income tax expense represents the sum of the current and deferred income taxes. Current income taxes are based on taxable profit. Taxable profit differs from profit as reported in the income statement because of items of income or expense that are taxable or deductible in other years and items that are never taxable nor deductible. Deferred income taxes account for the timing differences arising between the tax bases of assets and liabilities and their carrying value by applying the rates and laws expected to govern when these assets and liabilities will be settled. A deferred tax asset shall be recognized when it is probable that they will be realized.

Cash and cash equivalents

The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when bank balances fluctuate frequently from being positive to overdrawn.

Revenue recognition

Interest revenues are recognized as they are earned. The realized gains or losses resulting from the disposal of investments are recognized on the settlement date of transactions.

RISKS AND UNCERTAINTIES

Prosys' sphere of activity is subject to a variety of risk factors and uncertainties. The Company's business, financial position and operating results may suffer the adverse effects of the risk factors and uncertainties listed below as of December 31, 2024. These factors are not the only ones that may affect the Company.

Other risks and uncertainties currently unknown to the Company or regarded as negligible could also impact its business operations.

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Financial Risks

The Company's risk management policies are established to identify, analyze and manage the risks to which the Company is exposed and to implement adequate procedures to monitor the risks and to comply with established controls. Risk management policies and systems are reviewed periodically in response to the Company's activities and to ensure their applicability. The significant risks arising from financial instruments and operations to which the Company is exposed are detailed below as of December 31, 2024.

Holding Company Status

The Company is a holding company and substantially all of its operating assets consist of cash, cash equivalents and assets that are easily convertible into liquidity, such as mutual funds. Accordingly, the Company is subject to the risks attributable to the mutual funds it holds. As a result, Company's cash flows and its ability to implement current or desirable enhancement opportunities are dependent on the performance of the mutual funds it holds as well as to the Company's management of its liquidities.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Cash does not exceed the accounts payable and accrued liabilities as of December 31, 2024, but the Company has income taxes and investments receivable and readily marketable investments. The Company constantly monitors its financial assets to ensure that it has sufficient cash available to meet its obligations in a timely manner. The Company is exposed to this risk mainly in respect of its accounts payable which are due within the 60 days following the end of the period.

Obtaining Additional Financing

Prosys may request additional financing in order to repay its creditors or other debts, make further acquisitions, investments or take advantage of unanticipated opportunities. The ability of Prosys to arrange such financing in the future will depend upon prevailing capital market conditions, and the business success of Prosys. There can be no assurance that Prosys will be successful in its efforts to arrange additional financing on terms satisfactory to Prosys. If additional financing is raised by the issuance of shares from treasury, control of Prosys may change and shareholders may suffer additional dilution. If adequate funds are not available, or are not available on acceptable terms, Prosys may not be able to take advantage of opportunities, or otherwise respond to competitive pressures and remain in business.

FORWARD - LOOKING STATEMENTS

Apart from historical data, the MD&A contains information and statements concerning the future results of the Company which should be considered as prospective. These statements reflect the current vision of the Company concerning future events; they are based on information currently available to the Company and on hypotheses which are considered reasonable. These prospective statements are subject to risks, uncertainties and other factors likely to influence the results, performance and achievements of the Company such that they could differ substantially from the results, performance and achievements prospective statements of this nature might imply. The Company is in no way obligated nor does it intend to update or revise these prospective statements on the basis of new information, future events, etc., unless required by applicable securities legislation.

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INFORMATION, COMMUNICATION CONTROLS AND PROCEDURES

In accordance with National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited financial statements and the audited annual financial statements and respective accompanying Management’s Discussion and Analysis.

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certification includes a “Note to Reader” stating that the CEO and CFO do not make any representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.

FURTHER INFORMATION

This management discussion and analysis is dated February 28, 2025, and complies with Canadian Securities Administrators, National Instrument 51-102 on continuous disclosure. The purpose of this management discussion and analysis is to help the reader understand and assess the material changes and trends in the Company’s results and financial position. It presents Management’s perspective on the Company’s current and past activities and financial results, as well as an outlook of activities planned for the coming months. The Company regularly discloses additional information through press releases and other reports filed on SEDAR+ (www.sedarplus.ca).