Antera Ventures II Corp. — Management Reports 2021

Nov 26, 2021

Antera Ventures II Corp. (A Capital Pool Company)

Management’s Discussion and Analysis For the period from the Date of Incorporation (January 5, 2021) to September 30, 2021

Antera Ventures II Corp. Management’s Discussion and Analysis For the period from the Date of Incorporation (January 5, 2021) to September 30, 2021. (in Canadian Dollars)

Dated: November 26, 2021

The following management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of Antera Ventures II Corp. (the “Corporation”) was prepared by management of the Corporation for the period from the date of incorporation (January 5, 2021) to September 30, 2021 and should be read in conjunction with the Corporation’s unaudited interim financial statements for the same period and the audited financial statements for the period from the date of incorporation (January 5, 2021) to September 31, 2021 (the “Financial Statements”) together with the notes thereto.

The Interim Unaudited Financial Statements have been prepared by management and have been prepared in accordance with International Accounting Standards (“IAS”) 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). All amounts are expressed in Canadian dollars unless otherwise stated. Other information contained in this document has also been prepared by management and is consistent with the data contained in the Financial Statements.

The Corporation’s certifying officers are responsible for ensuring that the Interim Unaudited Financial Statements and MD&A do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Corporation’s certifying officers certify that the Financial Statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the Corporation as the date of and for the periods presented in the interim filings.

The Audit Committee and the Board of Directors provide an oversight role with respect to all public financial disclosures by the Corporation. The Board of Directors approves the Interim Unaudited Financial Statements and MD&A after the completion of its review and recommendation for approval by the Audit Committee, which meets periodically to review all financial reports, prior to filing.

Forward-Looking Statements

Certain statements contained in this document constitute “forward-looking statements”. All statements other than statements of historical fact contained in this MD&A, including, without limitation, those regarding the Corporation’s future financial position and results of operations, strategy, proposed acquisitions, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Corporation’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to risks associated with: limited operating history; no history of earnings or payment of any dividends; unlikely to generate earnings or pay dividends in the immediate or foreseeable future; no current business operations; no current assets other than cash; ability to complete a qualifying transaction; ability to raise additional funds if required; potential dilution of shares as a result of potential qualifying transaction; reliance on management team; conflicts of interest among certain directors and officers of the Corporation; lack of liquidity for shareholders of the Corporation; and market risk. See “Risks and Uncertainties”.

Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate

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Antera Ventures II Corp. Management’s Discussion and Analysis

For the period from the Date of Incorporation (January 5, 2021) to September 30, 2021. (in Canadian Dollars)

for other purposes. Consequently, all of the forward-looking statements made in this MD&A are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Corporation. These forward-looking statements are made as of the date of this MD&A and the Corporation assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

The forward-looking statements in this MD&A are based on numerous assumptions regarding the Corporation’s present and future business strategies and the environment in which the Corporation will operate in the future, including assumptions regarding business and operating strategies.

Description of the Business

Antera Ventures II Corp. (the “Corporation”) was incorporated under the Business Corporation Act (British Columbia) on January 5, 2021 as 1282500 B.C. LTD. and changed its name to Antera Ventures II Corp. on January 26, 2021. The Company is classified as a Capital Pool Corporation as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The Corporation’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.

The Corporation’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s-length transaction, of the majority of the minority shareholders.

The registered office of the Corporation is located at 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British Colombia V6E 4N7.

On November 26, 2021, the Board of Directors approved the interim unaudited financial statements for the period from the date of incorporation (January 5, 2021) to September 30, 2021.

Initial Public Offering

On August 4, 2021, the Corporation announced that it has completed its initial public offering of 5,000,000 common shares at a price of $0.10 per Share for gross proceeds of $500,000 (the “Offering”) pursuant to a prospectus dated June 24, 2021 (the “Prospectus”) filed with the British Columbia, Alberta, and Ontario Securities Commissions. The Company’s Shares commenced trading as a Capital Pool Company on Tier 2 of the TSX Venture Exchange (the “TSXV”) on August 5, 2021 under the symbol AVII.P.

Haywood Securities Inc. (the “Agent”) acted as lead agent for the Offering. Pursuant to the Offering, the Company compensated the Agent as follows: (1) $45,000 cash commission, (2) $10,000 corporate finance fee, and (3) options to purchase up to 450,000 Shares of the Company (the “Agent’s Options”) were issued to the Agent and members of the Agent’s selling group at a price of $0.10 per Share exercisable for a period of 60 months from the date the Shares are listed on the TSXV (the “Listing Date”). The Company also granted to its directors and officers incentive options to acquire up to 1,500,000 Shares at a price of $0.10 per Share, exercisable for a period 10 years from the Listing Date (the “Directors’ and Officers’ Options”).

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Antera Ventures II Corp. Management’s Discussion and Analysis For the period from the Date of Incorporation (January 5, 2021) to September 30, 2021. (in Canadian Dollars)

Risks Related to Global Outbreak of COVID-19

The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus. There can be no assurance that such disruptions, delays and expenses will not have a material adverse impact on the Corporation’s ability to complete the Offering or identify and successfully complete a proposed Qualifying Transaction. As of September 30, 2021, the Corporation has not experienced any adverse impact from COVID-19 and continues to operate as intended.

Selected Financial Information

The following selected financial data is derived from the Financial Statements of the Corporation prepared within acceptable limits of materiality and are in accordance with International Financial Reporting Standards applicable to the preparation of interim Financial Statements, including IAS 34 and IFRS 1.

Selected Statement of Financial Position Data

	For the Period Ending	For the Period Ending	For the Period Ending
	September 30,2021	June 30,2021	March 31,2021
Net workingcapital	831,460	425,641	434,095
Total current assets	836,883	486,226	486,935
Total current liabilities	5,424	60,585	52,840
Total shareholders' equity	831,460	425,641	434,095

Selected Statement of Operations Data

	Three Months Ended September 30, 2021	Three Months Ended June 30, 2021	Period from the date of incorporation (January 5, 2021)to March 31,2021
Expenses	145,572	8,453	50,848
Net loss and comprehensive loss	(145,572)	(8,453)	(50,848)
Basic and diluted net loss per share	(0.01)	(0.00)	(0.01)

Discussion of Operations

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

Three months ended September 30, 2021

During the quarter ended September 30, 2021, the Corporation recorded a net loss of $145,572 consisting primarily of stock-based compensation expense, which totaled $133,076.

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Antera Ventures II Corp. Management’s Discussion and Analysis

For the period from the Date of Incorporation (January 5, 2021) to September 30, 2021.

(in Canadian Dollars)

Period from the date of incorporation (January 5, 2021) to September 30, 2021

During the period ended September 30, 2021, the Corporation recorded a net loss of $204,873 consisting of $133,076 of stock based compensation, 47,439 of professional fees, $23,969 of filing fees and $389 of bank fees. All of the professional fees are comprised of legal and accounting/audit costs.

Liquidity, Capital Resources, and Outlook

As at September 30, 2021, the Corporation had net working capital of $831,460. This included $836,883 in cash and $5,424 in accounts payable and accrued liabilities. Management believes that it has sufficient cash to meet its ongoing obligations and its objective of completing a Qualifying Transaction. However, additional equity or debt financing may be required to complete a Qualifying Transaction. Except as described in the Corporation’s final CPC prospectus dated June 24, 2021, the funds raised pursuant to the Corporation’s initial public offering and any subsequent financing will be utilized only for the identification and evaluation of potential Qualifying Transactions. There can be no assurance that the Corporation will be able to obtain adequate financing to complete a Qualifying Transaction.

Financing Activities and Capital Expenditures

On June 24, 2021, the Corporation filed its prospectus and is proposing to issue between 3,000,000 and 5,000,000 common shares, in the capital of the Corporation (the “Offered Shares”), at a price of $0.10 per Offered Share, for aggregate gross proceeds of $300,000 to $500,000.

On August 4, 2021, the Corporation announced that it has completed its initial public offering of 5,000,000 common shares at a price of $0.10 per Share for gross proceeds of $500,000 (the “Offering”) pursuant to a prospectus dated June 24, 2021 (the “Prospectus”) filed with the British Columbia, Alberta, and Ontario Securities Commissions. The Company’s Shares commenced trading as a Capital Pool Company on Tier 2 of the TSX Venture Exchange (the “TSXV”) on August 5, 2021 under the symbol AVII.P.

Haywood Securities Inc. (the “Agent”) acted as lead agent for the Offering. Pursuant to the Offering, the Company compensated the Agent as follows: (1) $45,000 cash commission, (2) $10,000 corporate finance fee, and (3) options to purchase up to 450,000 Shares of the Company (the “Agent’s Options”) were issued to the Agent and members of the Agent’s selling group at a price of $0.10 per Share exercisable for a period of 60 months from the date the Shares are listed on the TSXV (the “Listing Date”). The Company also granted to its directors and officers incentive options to acquire up to 1,500,000 Shares at a price of $0.10 per Share, exercisable for a period 10 years from the Listing Date (the “Directors’ and Officers’ Options”).

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at September 30, 2021.

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 period from the date of incorporation (January 5, 2021) to September 30, 2021, legal fees totaling $45,585 were incurred from a firm of which a director of the Company is counsel. The full amount of these fees has been paid as at the September 30, 2021 period end.

There was no cash remuneration paid to key management personnel during the period ended Sept. 30, 2021.

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Antera Ventures II Corp. Management’s Discussion and Analysis For the period from the Date of Incorporation (January 5, 2021) to September 30, 2021. (in Canadian Dollars)

Critical Accounting Estimates and Policies

The Corporation’s significant accounting policies and the adoption of new accounting policies are disclosed in note 2 of the audited Financial Statements as at September 30, 2021.

Financial Instruments and Other Instruments

The Corporation’s financial instruments consist of cash, accounts payable and accrued liabilities. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments and that the fair value of these financial instruments approximates their carrying values.

Disclosure of Outstanding Share Data

As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Corporation:

	Authorized	Outstanding
Voting or equity securities issued and outstanding	Unlimited Common Shares	15,000,000 Common Shares
Securities convertible or exercisable into voting or equity securities – stock options	Directors’ and officers’ stock options to acquire up to 10% of the outstanding Common Shares	Directors’ and officers’ stock options to acquire up to 1,500,000 Common Shares at $0.10 per share
	Agent’s options to acquire up to 9% of the Common Shares sold in connection with the initial public offering	Agent’s options to acquire up to 450,000 Common Shares at $0.10 per share
Securities convertible or exercisable into voting or equity securities – stock options	(as above)	(as above)

Risks and Uncertainties

The Corporation 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 Corporation will be able to obtain adequate financing to continue. The securities of the Corporation should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Corporation's securities:

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

• (b) the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions;

• (c) there can be no assurance that the Corporation will be able to successfully complete a proposed Qualifying Transaction;

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Antera Ventures II Corp. Management’s Discussion and Analysis

For the period from the Date of Incorporation (January 5, 2021) to September 30, 2021. (in Canadian Dollars)

• (d) 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;

• (e) trading in the common shares may be halted at any time and may remain halted for an indefinite period of time in connection with a proposed Qualifying Transaction; and

• (f) trading in the common shares may be halted at other times for other reasons, including for failure by the Corporation to submit documents to the Exchange in the time periods required.

Disclosure Controls and Procedures

Management has designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Corporation is made known to the Chief Executive Officer and the Chief Financial Officer by others within the Corporation, in an accurate and timely manner in order for the Corporation to comply with its continuous disclosure and financial reporting obligations and in order to safeguard assets.

Other Information

Additional information about the Corporation is available on SEDAR at www.sedar.com

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