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Buzz Capital 2 Inc. — Management Reports 2025
May 1, 2025
47665_rns_2025-04-30_d630a183-4565-4661-b600-111f680717c7.pdf
Management Reports
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Buzz Capital 2 Inc.
Management Discussion and Analysis
For the years ended December 31, 2024 and 2023
April 30, 2025
The following management discussion and analysis ("MD&A") of the results of the operations and financial position of Buzz Capital 2 Inc. (the "Corporation" or "Buzz 2") for the years ended December 31, 2024, and 2023 should be read in conjunction with the Corporation's audited financial statements for the year ended December 31, 2024 and 2023. All figures contained in this MD&A are presented in Canadian dollars.
Forward-Looking Statements
Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Corporation's future performance. All statements, other than statements of historical fact, may be forward-looking statements.
Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Corporation's actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.
The Corporation
The Corporation was incorporated under the Canada Business Corporations Act on May 8, 2018 and is classified as a Capital Pool Company, as defined in the Policy 2.4 of the TSX Venture Exchange (the "Exchange").
The principal business of the Corporation is to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Corporation has not commenced operations and has no assets other than cash held in trust and prepaid expenses. 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.
Buzz Capital 2 Inc.
Management Discussion and Analysis
Page 2
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT.
During the year ended December 31, 2018, the Corporation issued, as seed shares, 4,000,000 common shares at $0.05 per share for total proceeds of $200,000.
On November 6, 2018, the Corporation completed its initial public offering (the "Offering") of 4,200,000 common shares at a purchase price of $0.10 per common share for aggregate gross proceeds of $420,000. Haywood Securities Inc. (the "Agent") acted as the agent for the Offering. In connection with the Offering, the Corporation granted to the Agent 420,000 compensation warrants (the "Agent's Warrants"). Each Agent's Warrant is exercisable to acquire one common share at a price of $0.10 for a period of 24 months from the date the Corporation's common shares were listed on the Exchange. In connection with the Offering, the Agent also received a cash commission equal to 10% of the aggregate gross proceeds from the sale of the common shares. The Corporation also paid a corporate finance fee upon the closing of the Offering and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.
The Corporation's common shares commenced trading on the TSX Venture Exchange under the trading symbol "BUZH.P" on November 6, 2018.
During the year ended December 31, 2018, the agent exercised 20,000 Agent Warrants at an exercise price of $0.10 for gross proceeds of $2,000. The value attributed to these Warrants is $1,064. On November 6, 2020, a total of 400,000 agent warrants expired unexercised.
On November 10, 2020, the Corporation was suspended from trading by the Exchange for failing to complete a QT within 24 months from the date of listing. On May 21, 2021, the Corporation held an Annual and Special Meeting of Shareholders where disinterested shareholders approved the removal of the consequences of the Corporation failing to complete a Qualifying Transaction within 24 months of its initial public offering, in accordance with certain changes to Policy 2.4 – Capital Pool Companies. As a result, on September 13, 2021, the Corporation's shares were reinstated for trading on the Exchange.
On May 14, 2021, the Corporation entered into a letter of intent with Equispheres Inc. and Equispheres Holdings Inc. to complete a going-public transaction in Canada for Equispheres. It is intended that the Proposed Transaction will proceed by way of an amalgamation of Equispheres with a wholly owned subsidiary of the Corporation. On August 26, 2021, the Corporation and Equispheres announced the termination of the Proposed Transaction.
Buzz Capital 2 Inc.
Management Discussion and Analysis
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On December 15, 2021, the Corporation entered into a business combination agreement (the "BCA") with Heliene Inc. and 1000047668 Ontario Inc., a wholly owned subsidiary of the Corporation. In connection with the proposed business combination, the transaction is intended to constitute the Corporation's Qualifying Transaction. On February 28, 2022, the Corporation entered into an amendment to the BCA extending the outside date of the proposed business combination to March 31, 2022. On April 18, 2022, the Corporation entered into a second amendment to the BCA extending the outside date of the proposed business combination to October 31, 2022 and Heliene Inc. agreed to reimburse $50,000 to the Corporation for expenses incurred to date in connection with the proposed business combination. On November 4, 2022, Heliene advised the Corporation that it would not be proceeding with the proposed business combination and elected to terminate in accordance with provisions in the BCA.
On November 19, 2024, the Corporation announced that the then current Board and Management had stepped down to focus their attention on other business ventures. New appointments were made as follows: Zachary Goldenberg as Director, CEO, CFO and Secretary, Dennis Beker, Fraser Hartley, Raymond D. Harari and Anne McGinnis as Directors of the Corporation.
The head office and the registered head office of the Corporation is located at 1703 - 480 University Ave., Toronto, Ontario, M5G 1V2.
On April 30, 2025, the Board of Directors approved the audited consolidated financial statements for the years ended December 31, 2024.
Summary of Quarterly Results
| December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | September 30, 2023 | June 30, 2023 | March 31, 2023 | |
|---|---|---|---|---|---|---|---|---|
| Total Assets | $15,355 | $60,771 | $67,224 | $111,321 | $123,252 | $130,839 | $147,777 | $181,749 |
| Total Revenues | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Total Expenses | $53,197 | $13,613 | $33,551 | $7,044 | $23,021 | $16,937 | $23,899 | $14,752 |
| Net Loss | $(53,197) | $(13,613) | $(33,551) | $(7,044) | $(23,021) | $(16,937) | $(23,899) | $(14,752) |
| Basic and diluted net loss per share | $(0.01) | $(0.00) | $(0.01) | $(0.00) | $(0.01) | $(0.00) | $(0.01) | $(0.00) |
Results of Operations
Three months ended December 31, 2024
The Corporation recorded a net loss of $53,197 (2023 - $23,021) during the three months ended December 31, 2024. The net loss for the three-month period ended
Buzz Capital 2 Inc.
Management Discussion and Analysis
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December 31, 2024, is due mainly to professional fees of $51,016 associated with legal and accounting costs and listing fees of $1,973 in relation to its listing on the Exchange.
Year ended December 31, 2024
The Corporation recorded a net loss of $107,405 (2023 – $78,609) during the year ended December 31, 2024. The net loss for the year ended December 31, 2024, is due mainly to professional fees of $78,670 associated with legal and accounting costs and listing fees of $28,527 in relation to its listing on the Exchange.
Additional Disclosure for Venture Issuers without Significant Revenue
Since the Corporation has no revenue from operations, the following is a breakdown of the material costs incurred from the date of incorporation (May 8, 2018) to December 31, 2024:
| Material Costs | For the three-month period ended December 31, 2024 | Period from date of incorporation (May 8, 2018) to December 31, 2024 |
|---|---|---|
| Professional fees | $51,016 | $384,365 |
| Filing fees | $1,973 | $211,199 |
| Stock-based compensation | $- | $61,682 |
| Administrative expenses | $208 | $208 |
Liquidity and Capital Resources
As at December 31, 2024, the Corporation had cash of $11,980 (December 31, 2023 - $109,164) and prepaid expenses of $3,375 (December 31, 2023 - $14,088). The Corporation had current liabilities of $14,941 (December 31, 2023 - $15,433) and working capital of $414 (December 31, 2023 - $107,819).
Negative cash flows of $97,184 (December 31, 2023 - $90,424) were recorded from operating activities during the year. This is primarily due to outflows relating to professional fees and filing fees and share-based compensation recorded.
Outstanding Share Data
As at December 31, 2024, 8,220,000 common shares were issued and outstanding. As of the date of this MD&A, 10,320,000 common shares are issued and outstanding.
Off-Balance Sheet Arrangements
The Corporation has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.
Buzz Capital 2 Inc.
Management Discussion and Analysis
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Related Party Transactions
There was no remuneration paid to key management personnel during the year ended December 31, 2024 and 2023 and no other related party transactions have occurred during these periods.
Subsequent Events
On February 25, 2025, the Corporation announced the initiation of a non-brokered private placement to raise gross proceeds of up to $100,000, comprised of up to 2,000,000 common shares of the Corporation at a $0.05 per share. On March 27, 2025, the Corporation closed its previously announced non-brokered private placement offering of 2,100,000 common shares priced at $0.05 per common share for gross proceeds of $105,000. In connection with the private placement, the Corporation paid cash finders' fees totaling $6,475 to an arm's length finder.
Capital Management
The Corporation'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 Corporation includes equity, comprised of share capital, contributed surplus and deficit, in the definition of capital.
The Corporation'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 Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT.
Risk Disclosures and Fair Values
The Corporation's financial instruments measured at amortized cost consist of accrued liabilities, which approximate fair value due to the relatively short-term maturity of the instrument. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from this financial instrument.
Buzz Capital 2 Inc.
Management Discussion and Analysis
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Critical Accounting Estimates
The Corporation's significant accounting policies are summarized in Note 2 to the audited financial statements for the year ended December 31, 2024.
Additional Information
For further detail, see the Corporation's Audited Consolidated Financial Statements for the year ended December 31, 2024. Additional information about the Corporation can also be found on www.sedarplus.ca.