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Appulse Corporation — Management Reports 2026
Apr 15, 2026
45175_rns_2026-04-15_dcccbb66-399a-4559-a2ca-551f15370901.pdf
Management Reports
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Appulse Corporation
Management's Discussion and Analysis
April 14, 2026
For the three months and year ended December 31, 2025
The following Management's Discussion and Analysis ("MD&A") reflects management's assessment of the consolidated financial and operating results of Appulse Corporation ("Appulse" or the "Corporation") for the year ended December 31, 2025. This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2025 and 2024. The consolidated financial statements were prepared in accordance with IFRS® Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Unless otherwise noted, all financial information is expressed in Canadian dollars. Additional information on the Corporation and its financial and operating results can be accessed through the SEDAR+Profile of Appulse Corporation at www.sedarplus.ca. The information contained in this MD&A is given as of April 14, 2026, unless otherwise stated.
Forward looking statements
Certain statements and other information included in this document constitute forward-looking information or forward-looking statements (collectively, "forward-looking statements") under applicable securities laws (such statements are often accompanied by words such as "anticipate", "forecast", "expect", "believe", "may", "will", "should", "estimate", "intend" or other similar words). All statements in this document, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to, expectations related to the stability of related financial systems and the impact of international political unrest.
All the forward-looking statements are qualified by assumptions that are stated or inherent in such forward-looking statements, including the assumptions referred to below and elsewhere in this document. Although the Corporation believes that these assumptions are reasonable, the list is not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place an undue reliance on these assumptions and such forward-looking statements. The additional key assumptions that have been made include, among other things, with regard to all of the forward-looking statements: assumptions that future business, regulatory and industry conditions will be within the parameters expected by the Corporation, including with respect to the cost of labor and interest, exchange, and effective tax rates; assumptions with respect to the adequacy of our cash position and our ability to access our credit facilities for additional sources of financing as may be required.
Additional events or circumstances that could cause actual results to differ materially from those in all of the forward-looking statements include, but are not limited to: general economic, market and business conditions in Canada and the United States; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy (including tariffs and trade restrictions), changes in environmental, tax
and other laws or regulations and the interpretation thereof; political risks; the occurrence of a major environmental, or safety incident; security risks related to our systems; risks related to reputational loss; the ability to attract, engage and retain skilled employees; and other risk facts detailed from time to time in the Corporation’s reports filed with the Canadian securities regulators.
The Corporation disclaims any intention or obligation to update or revise any forward-looking statements in this document as a result of new information or future events, except as may be required under applicable Canadian securities laws.
Operating structure and financial results summary
The financial operating results for the years ended December 31, 2025 and 2024 include the activities of Appulse and its subsidiary, Rolyn Oilfield Services Inc. (“Rolyn”).
As previously reported, effective November 1, 2023, Appulse sold all of the issued and outstanding shares of its wholly owned subsidiary, Centrifuges Unlimited Inc. (“Centrifuges”), to GEA Canada Inc. Centrifuges specialized in the sales, servicing and refurbishing of centrifuge equipment, serving both domestic and international markets, and offered full service industrial machining. Centrifuges was the Corporation’s primary operating subsidiary. Details of the 2023 transaction were included in previous reports and are available for review on SEDAR+ under the profile of Appulse at www.sedarplus.ca.
Following the sale of Centrifuges on November 1, 2023, the Corporation’s revenues primarily comprised interest income from Guaranteed Investment Certificates (“GICs”) and interest, dividends and other income including the recognition of unrealized fair value change in marketable securities.
Concurrently with the November 1, 2023 sale transaction, the Corporation settled its outstanding obligation with its primary bankers and currently has no outstanding banking obligations. On June 7, 2024, the Corporation paid a common share dividend of $0.15 per share (for a cash consideration of $2,216,000), and on September 3, 2024, the Corporation reduced its stated capital through a cash distribution to the shareholders of $0.135 per share (for a cash consideration of $1,994,000). The remaining cash proceeds from the sale of Centrifuges, less conservative general and administrative costs, have been invested in a series of short-term investments including bonds, notes, and equity instruments (marketable securities) held under the administration of the Royal Bank of Canada.
The following table summarizes specific annual financial information for the past three years reflecting results associated with the Continuing Operations of Appulse and Discontinued Operations related to the operations of Centrifuges during the year ended December 31, 2023.
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Selected consolidated annual information:
(thousands except per share figures)
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Total assets | $ 4,102 | 4,154 | 9,000 |
| Total non-current liabilities | (38) | (36) | (86) |
| Income (loss) per share - | |||
| Basic and diluted income (loss) per share | (0.01) | (0.01) | 0.11 |
| Basic and diluted income (loss) per share – continuing operations | (0.01) | (0.01) | (0.01) |
| Basic and diluted income per share – discontinued operation | - | - | 0.12 |
| Dividends paid - $0.15 per common share | - | 2,216 | - |
| Return of capital - $0.135 per common share | - | 1,994 | - |
| Results from Continuing Operations | 2025 | 2024 | 2023 |
| Revenue | $ - | - | - |
| Loss attributed to equity shareholders | (92) | (145) | (102) |
| Results from Discontinued Operation | 2025 | 2024 | 2023 |
| Revenue | $ - | - | 10,371 |
| Gain on sale of discontinued operation before taxes | - | - | 1,446 |
| Income attributed to equity shareholders | - | - | 1,790 |
Fourth quarter and financial statement component review
Primary components of the Corporation's year-end consolidated financial statements are reviewed in the following paragraphs.
General and Administrative
The structure of continuing operations for the Corporation and the base of related general and administrative expenses changed significantly with the sale of Centrifuges on November 1, 2023, thus restricting meaningful comparisons between quarterly and annual periods.
General and administrative costs to December 31, 2025 were $236,000 (2024 - $501,000). The prior year figure included certain non-recurring consulting and other expenses
reflected in 2024 financial results. General and administrative costs for the last quarter of 2025 were $39,000 (Q4 2024 - $51,000).
The share-based compensation cost of $30,000 in 2025 (2024 - $57,000) is a non-cash expense related to the issuance of common stock options and has no impact on the operations of the Corporation. In November, 2025, the Corporation issued 300,000 stock options to directors, with an exercise price of $0.22 per share. The options vested immediately and are exercisable over a five-year term.
The Corporation will maintain a conservative administrative structure while investigating future business alternatives.
Interest income and Unrealized investment income
During the years ended December 31, 2025 and 2024, interest income was derived through a series of short-term investments (Guaranteed Investment Certificates and marketable securities) with various maturity dates as determined by cash requirements. During the last quarter of 2025, the Corporation held investments comprised of a combination of bonds and equity-based securities (marketable securities), as outlined in Note 6 to the accompanying financial statements. Under IFRS standards, these investments have been recorded at fair market value at December 31, 2025, resulting in the reflected unrealized investment income of $37,000.
Cash and cash equivalents
The cash balance of $211,000 as at December 31, 2025 (2024 - $3,372,000) reflects the reallocation of cash balances to the investment portfolio previously noted.
Other receivables
Other receivables include a $750,000 principal amount (2024 - $750,000) held in escrow under terms of the November 1, 2023 sale of Centrifuges, and total interest accruing on that account as at December 31, 2025 of $24,853 (2024 - $22,768). The Corporation expected to receive the escrowed funds by November 2, 2025, under terms of the purchase and escrow agreements. Receipt of the escrowed funds has been delayed by the purchaser related to an outstanding dispute, arising subsequent to the sale of Centrifuges, between the new owners and a customer of the continuing corporation. Management is confident that, based on a detailed analysis of the circumstances and timing of the dispute, there is no merit to the delay of payment of the escrowed funds.
Payables
As at December 31, 2025, the Corporation's accounts payable and accrued liabilities totaled $39,000 (2024 - 31,000), reflecting a continuing simplified administrative structure following the sale of Centrifuges in 2023.
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Financial instruments, liquidity, and risk management
(a) Fair value of financial instruments
The Corporation’s financial instruments include cash and cash equivalents, marketable securities, other receivables, accrued interest and accounts payable and accrued liabilities. The carrying amounts of cash and cash equivalents, other receivables, accrued interest, and accounts payable and accrued liabilities approximate their fair values.
(b) Risk management
The Corporation’s activities expose it to a variety of risks arising from its use of financial instruments. These risks include credit risk, liquidity risk and market risk. This note presents information about the Corporation’s exposure to each of these risks, the Corporation’s objectives, policies and processes for measuring and managing risk, and the Corporation’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements. The Corporation employs risk management strategies and polices to ensure that any exposures to risk are in compliance with the Corporation’s business objectives and risk tolerance levels. While the Board of Directors has the overall responsibility for the Corporation’s risk management framework, management has the responsibility to administer and monitor these risks.
Credit risk
Credit risk is the risk of financial loss to the Corporation if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Corporation’s cash and cash equivalents, other receivable and accrued interest. The Corporation’s maximum exposure to credit risk associated with financial assets is equivalent to their carrying amounts.
The Corporation manages the credit exposure related to cash and cash equivalents by selecting financial institutions with high credit ratings and monitors all short-term deposits to ensure an adequate rate of return. Given these credit ratings, management does not expect any counterparty to fail to meet its obligations.
As of December 31, 2025, the Corporation’s other receivables include a remaining balance of $774,853 (2024 - $772,768) related to proceeds from the sale of Centrifuges, including accrued interest. The funds are in escrow. Appulse expected to receive the escrow funds by November 2, 2025, pending specific terms and conditions. Receipt has been delayed pursuant to the terms of the escrow agreement and the master sales agreement related to an outstanding issue between the new owner of Centrifuges and a customer. Management is confident that there is no merit to the delay and are currently addressing the outstanding issue.
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Liquidity risk
Liquidity risk is the risk that the Corporation will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.
The Corporation’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet its liabilities when due.
The Corporation’s accounts payable and accrued liabilities are generally due within 30 days from the receipt of vendor invoices, which as at December 31 2025, totaled $38,624 (2024 - $30,583).
Market risk
Market risk is the risk that changes in market prices – e.g., foreign exchange rates, interest rates and equity prices – will affect the Corporation’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
As at December 31, 2025 (2024 – none), the Corporation’s exposure to equity price fluctuation risk relates to the Corporation’s marketable securities.
The Corporation does not have any significant exposure to interest rate or foreign currency risks as at December 31, 2025 and 2024.
Share capital and Stock options
As at December 31, 2025 and as at the date of this MD&A, the Corporation has 14,772,304 issued and outstanding common shares and 1,320,000 stock options outstanding, which are exercisable at December 31, 2025.
Contractual obligations
Under terms of the November 1, 2023 agreement for the sale of Centrifuges, $750,000 of the purchase proceeds was withheld and placed under terms of an escrow agreement in support of indemnities provided under the transaction. The current status of this account is reviewed earlier in this report under “Other receivables”.
Related party transactions
Key management personnel include executive officers (includes the president and chief financial officer) and directors.
During the year ended December 31, 2025, the executive officers received compensation by way of consulting fees totaling $97,116 (2024 - $184,978), which is included within general and administration expenses. No amounts remained unpaid in respect of the consulting fees as at December 31, 2025 (2024 - $Nil).
The Director’s remuneration for the year ended December 31, 2025 amounted to $23,500 (2024 – $40,830), which is recorded within general and administration expenses. Of this amount, $11,750 (2024 - $11,750) was unpaid and was recorded within accounts payable and accrued liabilities in the statements of financial position.
During the year ended December 31, 2025, the Corporation granted an aggregate of 300,000 (2024 – 775,000) options to purchase common shares of the Corporation to Directors of the Corporation at a price of $0.22 (2024 - $0.20) per share. The options vested upon issuance and are exercisable over the five-year term expiring November 19, 2030 (2024 – September 26, 2029). The Corporation recorded share-based compensation expenses of $30,000 (2024 - $57,000) during the year ended December 31, 2025. This amount was determined using the Black Scholes Options Pricing Model.
Off balance sheet arrangements
The Corporation does not have any off balance sheet arrangements.
Outlook
At the time of writing this report, Canada, and the world at large, are experiencing very volatile economic and political environments, including significant trade restrictions with traditional trading partners and a series of major international conflicts. Governments and most industries are operating without a clear understanding of a vastly changing landscape and issues to be faced in the short and mid term. While a challenging environment, management and the Board of Directors are continuing to review potential investment alternatives, with a particular focus on maintaining financial strength. Our public corporate structure would offer a unique base to a currently profitable enterprise, providing exposure and financing opportunities through facilities of the public market.
The Corporation continues to be in a strong and liquid financial position. While maintaining a conservative administrative cost base, future course alternatives will focus on the clear goal of providing maximum value for all shareholders.
Additional information
Additional information relating to Appulse Corporation can be accessed on the SEDAR + profile of Appulse Corporation at www.sedarplus.ca.