Anquiro Ventures Ltd. — Management Reports 2025

May 31, 2025

ANQUIRO VENTURES LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
NINE MONTHS ENDED MARCH 31, 2025

OVERVIEW

The following management discussion and analysis ("MDA") of the financial position of Anquiro Ventures Ltd. ("the Company"), and results of operations prepared on May 30, 2025, should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2024 and the condensed consolidated interim financial statements for the nine months ended March 31, 2025. All amounts are stated in Canadian dollars unless otherwise indicated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company.

The head office, the principal address, and the registered and records office of the Company are located at 303 - 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company's head office in Vancouver.

DESCRIPTION OF BUSINESS

The Company was incorporated under the Business Corporations Act (British Columbia) on March 1, 2012. It was incorporated for the purposes of becoming a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange ("TSX-V") Policy 2.4.

The Company completed its final prospectus on December 19, 2017 for the purposes of completing an IPO becoming a CPC trading on the TSX-V.

The principal business of the Company is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction ("QT").

The Exchange revised its policies for CPC companies (the "New CPC Policy"), pursuant to these revisions, the Company sought and received the requisite approvals of the shareholders to adopt and align the Company with the New CPC Policy 2.4.

The proposed business of the Company and the completion of a QT involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

RESULTS OF OPERATIONS

At March 31, 2025, the Company had no continuing source of operating revenues and related expenditures.

During the period ended March 31, 2025, the Company reported a net income of $87,458 (2024 - $48,933 loss).

The Company has not paid any dividends on its common shares and has no present intention of paying dividends, as it anticipates that all available funds for the foreseeable future will be used to finance its business activities.

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PROPOSED QUALIFYING TRANSACTION AND SUBSQUENT EVENT

On June 16, 2023, as amended on October 22, 2023, January 31, 2024, May 21, 2024 and October 17, 2024, the Company became party to a Definitive Agreement to complete a Qualifying Transaction "the Proposed Transaction" or "the Agreement" with AFC and Black Pine Resources Corp. ("Black Pine"), a private corporation incorporated under the laws of the Province of British Columbia. The Company, Black Pine and AFC entered into a binding merger agreement, as amended, whereby the Company is anticipated to acquire the business of Black Pine. Three of the directors of the Company are also directors and / or officers of Black Pine.

Black Pine was incorporated under the Business Corporations Act (British Columbia) on October 20, 2017, under the name "Digital Asset Management Corp." On February 23, 2021, Black Pine changed its name to "Black Pine Resources Corp.". Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Pursuant to a letter of intent dated April 12, 2022 ("GBR LOI"), as amended, with Great Basin Resources Inc. ("GBR"), Black Pine is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project (the "Sugarloaf Property"), subject to a 2% net smeltery royalty due to GBR and certain other payments due to GBR, as provided in the GBR LOI.

On October 17, 2024, the Company and Black Pine have entered into a termination agreement with AFC, terminating the previously announced transaction pursuant to the second amended and restated merger agreement dated May 21, 2024.

The purchase of AFC required consent from the Exchange, which the Company had not obtained and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company has entered into a share purchase agreement with Richard Barnett whereby the Company will sell and Mr. Barnett will purchase the sole outstanding common share of AFC in consideration for the purchase price paid by the Company for such share, being $1.00 (the "Unwinding Transaction"). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company's shares.

Subsequent to the completion of the Unwinding Transaction, the Company and Black Pine entered into a merger agreement with 1504671 B.C. Ltd. ("New AcquisitionCo"). This merger agreement features near identical terms (other than (i) the replacement of AFC with New AcquisitionCo and (ii) the revision of the outside date of the Merger Agreement to May 31, 2025) to the previously terminated Original Agreement, pursuant to which the Company and Black Pine are anticipated to complete a three-cornered amalgamation, whereby New AcquisitionCo will amalgamate with Black Pine under the Business Corporations Act (British Columbia).

The Proposed Transaction is a Non-Arm's Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because (a) Ms. Keturah Nathe (President, CEO and a director of the Company) is also a director of Black Pine, Mr. Joe DeVries (a director of the Company) is also a director of Black Pine, and Mr. Richard Barnett (a director of the Company) is also the CFO of Black Pine; and (b) the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than May 31, 2025. Subsequent to the period ended March 31, 2025 the outside date passed and the Company and Black Pine are working towards extending the outside date. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

Trading in the common shares of the Company is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

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Concurrent Financing

On November 12, 2024, the Company, AcquisitionCo and Black Pine entered into an amending agreement to amend the Merger Agreement to, inter alia, increase the concurrent financing in connection with the Proposed Transaction (the "Concurrent Financing") and confirm the finder's fee.

Subsequent to the period ended September 30, 2024, and pursuant to the aforementioned amending agreement, the concurrent financing was updated to the following: Black Pine anticipates completing a non-brokered private placement offering of a minimum of 11,000,000 subscription receipts (the "Subscription Receipts") to subscribers for aggregate gross proceeds of a minimum of $1,100,000 at a price per Subscription Receipt of $0.10. The Subscription Receipts will be governed by the Subscription Receipt certificates. A finder's fee of up to 10% of the gross proceeds of the Concurrent Financing will be payable from the escrowed proceeds on or after the date on which the escrowed funds will be released to Black Pine.

On the closing date of the Concurrent Financing, the escrowed proceeds will be delivered to and held by the escrow agent of the Subscription Receipts (the "SR Agent") and invested in an interest bearing account pursuant to the terms and conditions of an escrow agreement.

Each Subscription Receipt unit ("SR Unit") is comprised of one Black Pine common share ("Black Pine Share") and one warrant ("SR Warrant"), with each SR Warrant being exercisable for a period of three years after its issuance to acquire one Black Pine Share at the price per share of $0.20, subject to certain acceleration rights ("SRW Acceleration Right").

At the effective time of the Proposed Transaction, the Black Pine Share and the SR Warrants will be exchanged for common share of the resulting issuer and warrants of the resulting issuer, respectively, with each such warrant being exercisable for a period of three years from the issuance date of the exchanged warrant to acquire one common share of the resulting issuer at the price per share of $0.20, subject to the SRW Acceleration Right.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SELECTED ANNUAL INFORMATION

	Years ended June 30,
	2024	2023	2022
	- $ -	- $ -	- $ -
Net loss	(47,492)	(173,306)	(51,392)
Loss per share	(0.01)	(0.04)	(0.01)
Total assets	1,265	18,377	51,291
Total equity (deficit)	(207,884)	(65,392)	12,914

YEAR ENDING JUNE 30, 2024

For the year ended June 30, 2024, the Company had no revenues and had a loss of $47,492 (2023 - $173,306). The main components of expenditure during both the current and prior year was professional fees of $38,412 (2023 - $40,558), and transfer agent and filling fees of $18,876 (2023 - $23,024), and transaction costs of $nil (2023 - $102,654). This is mainly due to are due to increased professional fees utilized in pursuit of a business or acquisition of a potential project of merit for a QT. The transactions costs were a result of the acquisition of Anquiro Financial Corp. during the year ended June 30, 2023.

YEAR ENDING JUNE 30, 2023

For the year ended June 30, 2023, the Company had no revenues and had a loss of $173,306 (2022 - $51,392). The main components of expenditure during both the current and prior year was professional fees of $40,558 (2022 - $35,797), and transfer agent and filling fees of $23,024 (2022 - $14,937), and transaction costs of $102,654 (2022 - $nil). This is mainly due to are due to increased professional fees utilized in pursuit of a business or acquisition of a potential project of merit for a QT. The transactions costs were a result of the acquisition of Anquiro Financial Corp. during the year ended June 30, 2023.

The Company continues to seek opportunities to complete its Qualifying Transaction.

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SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending March 31, 2025:

	Three months ended
	March 31, 2025 -$	December 31, 2024 -$	September 30, 2024 -$	June 30, 2024 -$
Total assets	38	166	889	1,265
Working capital (deficit)	(120,464)	(105,287)	(200,653)	(207,884)
Shareholders' equity	(120,464)	(105,287)	(200,653)	(207,884)
Net income (loss) for the period	(15,100)	95,327	7,231	1,441
Loss per share	(0.00)	0.02	(0.00)	(0.00)
	Three months ended
	March 31, 2024 -$	December 31, 2023 -$	September 30, 2023 -$	June 30, 2023 -$
Total assets	1,924	2,551	12,996	18,377
Working capital	(114,325)	(95,727)	(82,449)	(65,392)
Shareholders' equity	(114,325)	(95,727)	(82,449)	(65,392)
Net (loss) for the period	(18,597)	(13,279)	(17,057)	(142,822)
Loss per share	(0.00)	(0.00)	(0.00)	(0.03)

Discussion

The Company has limited historical activity, and is subject to the ongoing costs of public listing maintenance while actively seeking opportunities for a Qualifying Transaction. No trends have been noted in reviewing the summary of selected financial information for the eight quarters ended March 31, 2025.

Net income in the periods ended December 31, 2024, September 30, 2024 and June 30, 2024, is a result of the expense recovery pursuant to the merger agreement with Black Pine whereby Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction. In addition, in the period ended December 31, 2024, as further described in notes to 3, and 11 to the financial statements, the Company unwound the acquisition of AFC, in connection to the unwinding, recorded a gain of $107,390.

The increases in net loss in the periods ended March 31, 2024, December 31, 2023, September 30, 2023, June 30, 2023, and March 31, 2023, are due to increased professional fees and/or filing fees utilized in pursuit of a business or acquisition of a potential project of merit for a QT.

Certain comparative figures may have been modified to conform with the current year's presentation.

Nine months ended March 31, 2025 and 2024

For the nine months ended March 31, 2025, the Company recorded $87,458 of income (2024 - $48,933 loss). During the current period there was a decrease in professional fees to $20,039 (2024 - $34,662) and an increase in transfer agent filing fees of $35,156 (2024 - $11,118), and a gain on unwinding the subsidiary of $107,390 (2024 - $nil) incurred in connection to the utilization services and fees required in connection to the proposed qualifying transaction. During the period ended March 31, 2025, the Company recorded an expense recovery of $36,822 (2024 - $nil) related to costs paid by Black Pine pursuant to the definitive agreement.

Three months ended March 31, 2025 and 2024

For the three months ended March 31, 2025 the Company recorded a net loss of $15,100 (2024 - $18,597). During the current period there was a decrease in professional fees to $3,750 (2024 - $9,000) and an increase in transfer agent filing fees of $11,222 (2024 - $6,748) incurred in connection to the utilization services and fees required in connection to the proposed qualifying transaction.

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LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations to date through receipt of a loan from a shareholder, and from the issuance of common shares. The Company continues to seek capital through various means including the issuance of equity and/or debt.

The Proposed Transaction includes a concurrent financing as further described above in the Proposed Transaction section; whereby, the Resulting Issuer anticipates using the proceeds of the Concurrent Financings to carry out exploration of the Sugarloaf Property and for general working capital. The Concurrent Financings as described in the Proposed Transaction section are not subject to a minimum financing amount and may close in tranches. There is no assurance that the Concurrent Financings will be completed on the terms proposed herein or at all.

During the period ended March 31, 2025 and the year June 30, 2024, there were no share capital transactions.

On June 29, 2017, the Company issued 2,500,000 common shares at $0.05 per share for gross proceeds of $125,000.

Upon the Company completing its IPO financing, the common shares issued to the Company's founders (2,500,001) were held in escrow and deposited with the trustee under the escrow agreement. Pursuant to the agreement, 10% of the escrowed common shares will be released from escrow on the issuance of the final Exchange bulletin on the closing of a QT and an additional 15% will be released every six months following the initial release over a period of thirty-six months.

On February 23, 2018, the Company completed its IPO financing, issuing 2,000,000 common shares at $0.10 per share for total gross proceeds of $200,000. The Company paid the agent a cash commission of $20,000, and a corporate finance fee of $10,000. The Company also issued non-transferrable agents warrants to purchase 200,000 common shares at a price of $0.10, expiring February 23, 2020.

Net cash used in operating activities for the period ended March 31, 2025 is $892 (2024 - $16,788).

At March 31, 2025, the Company has working capital deficit of $120,426 (June 30, 2024 - $207,884).

There can be no assurance of successfully completing future financings or a Qualifying Transaction. The Company may need to raise further capital to continue operations and complete its Qualifying Transaction. Management is actively seeking such opportunities.

Stock options

During the years ended period ended March 31, 2025 and the year ended June 30, 2024 there were no stock options outstanding and no stock option transactions.

RELATED PARTY TRANSACTIONS

Related party balances

As at March 31, 2025, the balance of $5,499¹ (June 30, 2024 - $5,499¹) is due to a director of the Company and is included as a shareholder loan (Note 5 to the financial statements).

As at March 31, 2025, there were the following balances in connection to companies controlled by a director of the Company:

• recorded to prepaid, $nil¹ (June 30, 2024 - $335¹) for filing fees advanced.
• recorded to accounts payable, $16,827¹ (June 30, 2024 - $18,092)¹ for business expenses paid by companies controlled by a director of the company.

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3 to the financial statements).

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The Company has identified all of the directors and officers as its key management personnel. During the period ended March 31, 2025, and the year ended June 30, 2024, the Company did not incur transactions with directors and officers, or companies that are controlled by directors or officers of the Company, other than disclosed above.

¹ Joe DeVries, Director

FINANCIAL RISK MANAGEMENT

The Company is exposed to minimal financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Interest rate

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

Interest rate

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash on hand to meet its financial obligations. The Company is exposed to liquidity risk.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's exposure to credit risk is on its cash held in bank accounts. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. The Company assessed its credit risk as low.

Foreign exchange risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is not exposed to currency risk.

Risks and Uncertainties

The Company has a limited history of existence. There can be no assurance that a Qualifying Transaction will be completed. Equity or debt financing may be required to complete a Qualifying Transaction. There can be no assurance that the Company will be able to obtain adequate financing to continue. The securities of the Company should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Company's common shares:

a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

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b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;

c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;

e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;

f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;

g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

h) the Company competes with many CPCs that are seeking suitable Qualifying Transactions. In addition, other CPCs may have substantially greater financial and technical resources than the Company.

Capital Management

The Company's capital structure consists of cash and share capital. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to complete a Qualifying Transaction. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. In order to carry out the planned activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management since inception. The Company is not subject to externally imposed capital requirements (Note 9 to the financial statements).

Financial Instruments

Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. The classification determines the method by which the financial assets are carried on the balance sheet subsequent to inception and how changes in value are recorded.

Impairment

An 'expected credit loss' impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined

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and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial liabilities

Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the balance sheet subsequent to inception and how changes in value are recorded. Accounts payable and accrued liabilities are classified as other financial liabilities and carried on the balance sheet at amortized cost.

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at March 31, 2025, and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

1) Common shares:

As at March 31, 2025, and the date of this MD&A, the Company has 4,500,001 common shares outstanding of which, 2,500,001 of the issued shares are held in escrow.

2) Warrants:

As at March 31, 2025 and the date of this MD&A, the Company has no warrants outstanding.

3) Stock options:

As at March 31, 2025, and the date of this MD&A, the Company has no stock options outstanding.

Contingent liabilities

As at March 31, 2025 and up to the current date management was not aware of any outstanding contingent liabilities relating to the Company's activities.

Any forward-looking information in this MDA is based on the conclusions of management. The Company cautions that due to risks and uncertainties, actual events may differ materially from current expectations. With respect to the company's operations, actual events may differ from current expectations due to economic conditions, new opportunities, changing budget priorities of the company, and other factors.

CAPITAL DISCLOSURE

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the acquisition of a new business. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to acquire and sustain future development of a business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the period ended March 31, 2025. The Company is not subject to externally imposed capital requirements.

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MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with IFRS and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility.

Management recognizes its responsibility for conducting the Company's affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities. The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

This committee's role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company's accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company's management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

DIRECTORS

Certain directors of the Company are also directors, officers and/or shareholders of other companies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any directors in a conflict will disclose their interests and abstain from voting in such matters. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.