Caplink Ventures Inc. — Management Reports 2023

May 31, 2023

CAPLINK VENTURES INC.

(A Capital Pool Company)

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended January 31, 2023

and for the period from March 29, 2021 (date of incorporation)

to January 31, 2022

This Management’s Discussion and Analysis (the “ MD&A ”) of the financial condition and results of operations of Caplink Ventures Inc. (the “ Company ” or “ Caplink ”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended January 31, 2023.

The MD&A should be read in conjunction with the annual audited financial statements of the Company for the year ended January 31, 2023, and the notes related thereto (the “ Annual Financial Statements ”), which were in accordance with International Financial Reporting Standards (“IFRS”).

All information in the MD&A is as of May 30, 2023, unless otherwise indicated. The Annual Financial Statements and MD&A have been reviewed by the Company’s Audit Committee and approved by the Board of Directors on May 30, 2023.

This MD&A may contain forward-looking statements and should be read in conjunction with the cautionary statement on forward-looking statements at the end of this MD&A. These forward-looking statements are based on assumptions and judgments of management regarding events or results that may prove to be inaccurate resulting from risk factors beyond its control. Actual results may differ materially from the expected results.

The Annual Financial Statements, MD&As and other information, including news releases and other continuous disclosure documents are available on SEDAR at www.sedar.com.

Description of Business

The Company was incorporated under the Business Corporations Act (British Columbia) on March 29, 2021. The head office, principal and registered address and records office of the Company is located at 15718 39A Avenue, Surrey, BC V3Z 0L1.

Caplink is classified as a Capital Pool Company (“ CPC ”) as defined under TSX Venture Exchange (” TSXV ” or the “ Exchange ”) Policy 2.4. As a CPC, the principal business of the Company is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (" Qualifying Transaction "). Until such time that a Qualifying Transaction is completed, the Company will not carry on any business, will have no significant revenue and will incur expenses primarily for Qualifying Transaction evaluation, TSXV listing and filing requirements, professional services and office facilities and administration, subject to certain restrictions under TSXV Policy 2.4.

On November 3, 2022, the Company completed its Initial Public Offering (“ IPO ”) and on November 7, 2022, its common shares commenced trading on the Tier 2 of the TSXV under the symbol “CAPL.P”. The Company is a reporting issuer in the provinces of British Columbia, Ontario and Alberta.

The IPO

On November 3, 2022, the Company completed its IPO and issued 2,000,000 common shares (“ IPO Shares ”) at a price of $0.10 per common share for gross proceeds of $200,000. Prior to the IPO, on November 30, 2021, 6,000,000 common shares (the “ Seed Shares ”) were issued at a price of $0.05 per share for gross

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proceeds of $300,000. The IPO shares and the Seed Shares were deposited into escrow and shall be released from escrow as to 25% on the date of final TSXV approval of the Qualifying Transaction and 25% thereafter for a period of 18 months.

Leede Jones Gable Inc. (the “ Agent ”) acted as agent for the IPO. The Agent received a cash commission of $20,000, being 10% of the gross proceeds of the IPO. The Company also granted the Agent 200,000 nontransferrable warrants (“ Broker Warrants ”) at a fair value of $15,077. Each Broker Warrant entitles the Agent to acquire one common share in the capital of the Company at an exercise price of $0.10 per share expiring November 3, 2025. The Company also paid the Agent a corporate finance fee of $7,875 and reimbursed the Agent $15,776 for legal expenses. Other share issuance costs related to the IPO consisted of professional and regulatory fees of $51,326.

Upon closing of the IPO, the Company adopted a stock option plan (the “ Plan ”) according to the policies of the TSXV pursuant to which Caplink may grant to directors, officers, employees and consultants nontransferrable options to purchase common shares not exceeding 10% of the issued and outstanding shares of the Company for a period not exceeding 10 years from the date of grant. Pursuant to the Plan, the Company granted stock options (“ CPC Stock Options ”) to the directors and officers to purchase an aggregate of 800,000 common shares at a price of $0.10 per common share expiring November 3, 2032. The CPC Stock options and any common shares issued on the exercise of CPC Stock Options are subject to escrow and shall be released from escrow on the date of final Exchange approval of the Qualifying Transaction.

Director Resignation

Effective December 31, 2022, Jody Bellefleur resigned as a director of Caplink. Jaclyn Thast, a director of the Company, was appointed to the Company's audit committee in place of Ms. Bellefleur.

Selected Annual Information

The following selected financial information is derived from the audited financial statements of the Company for the year ended January 31, 2023 and for the period from incorporation on March 29, 2021 to January 31, 2022. This information should be read in conjunction with the audited financial statements for the respective periods indicated.

		For the period from
		March 29, 2021
		(date of incorporation)
	2023	to January31,2022
	$	$
Revenues	Nil	Nil
Total expenses	136,093	22,483
Net loss	136,589	22,701
Loss per share – basic and diluted	0.02	0.02

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As at January31,	2023	2022
	$	$
Total assets	344,996	281,752
Total current liabilities	21,945	4,452
Total long-term financial liabilities	Nil	Nil
Shareholders’ equity (deficit)	323,051	277,300
Cash dividend declared per share	Nil	Nil

The Company has no revenue, paid no dividends and had no long term liabilities as at January 31, 2023 and 2022.

During Fiscal 2023, the Company filed its prospectus and completed the IPO. See “ Company Overview, The IPO ” above.

During the period from date of incorporation on March 29, 2021 to January 31, 2022, the Company was incorporated under the laws of British Columbia and completed the Seed Shares financing. In addition, during the period, the Company had engaged the Agent to act as agent for its IPO and commenced the process towards completing the IPO and concurrent listing on the TSXV.

Summary of Quarterly Results

The following table sets forth selected financial information of the Company for each of the last eight quarters:

Three months ended Jan Oct	Jul Apr	Jan Oct Jul
2023(1) 2022(2) 2022(2) 2022		2022 2021 2021
$ $ $ $ $ $ $ Total expenses 57,960 39,273 30,134 9,222 4,562 12,860 5,279 Net loss (57,960) (39,273) (30,134) (9,222) (4,562) (12,860) (5,279) Weighted average number of common shares outstanding 7,956,622 6,000,100 6,000,100 6,000,100 4,043,578 100 100 Loss per share – basic and diluted (0.01) (0.01) (0.01) (0.00) (0.00) (128.6) (52.79)

(1) The increase net loss was largely attributable to share-based compensation recorded during the period.

(2) The increase in net loss during these quarters was primarily attributable to costs related to the Company’s listing on the TSXV.

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Results of Operations

Caplink has not commenced business operations and its sole objective is to search for a suitable asset or business to acquire or merge with in order to complete a Qualifying Transaction.

The following selected financial information for the periods indicated is derived from the financial statements of the Company prepared within acceptable limits of materiality and is in accordance with IFRS.

	For the period from
Q4 2023 Q4 2022 YTD Q4 2023 March 29, 2021 (date of incorporation) to January31,2022	YTD March 29, 2021 (date of incorporation) to
$ $ $ $ Expenses: Finance fees - - - 7,875 Listing fees 15,750 - 15,750 - Professional fees (15,931) 4,452 37,718 14,608 Share-based compensation 77,317 - 77,317 - Net loss (57,960) (4,562) (136,589) (22,701) Net loss per share (0.01) (0.00) (0.02) (0.02)

Q4 2023 compared with Q4 2022

During Q4 2023 and Q4 2022, the Company recorded a net loss of $57,960 and $4,562, respectively. The overall increase in net loss of $53,398 in Q4 2023 was mainly attributable to share-based compensation recorded in Q4 2023 for the CPC Stock Options.

Expenses

In Q4 2023, listing fees of $15,750 were paid in connection with the Company’s listing on the TSXV. No such fees were paid in Q4 2022.

The decrease in professional fees by $20,383 in Q4 2023 resulted mainly from the reclassification of certain legal and audit fees to share issuance costs in connection with specific expenses directly related to the issuance of the Company’s IPO Shares.

During Q4 2023, the Company recorded share-based compensation of $77,317 related to the CPC Stock Options. No CPC Stock Options were granted in Q4 2022.

YTD Q4 2023 compared with the period from the date of incorporation on March 29, 2021 to January 31, 2022

During YTD Q4 2023, the Company recorded a net loss of $136,589 or $0.02 per share as compared to a net loss of $22,701 or $0.02 per share during the period from date of incorporation on March 29, 2021 to January 31, 2022. The increase in net loss in YTD Q4 2023 resulted mainly from listing fees and legal and

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audit costs incurred in connection with the Company’s listing on the TSXV. In addition, the Company recorded share-based compensation for the CPC Stock Options. The net loss during the prior period was primarily attributable to expenditures related to the Company’s incorporation and Seed Shares financing as well as Agency Agreement fees.

Expenses

Finance fees in YTD Q4 2023 decreased by $7,875 as during the prior period, the Company signed an Agency Agreement with the Agent in connection with the IPO and paid $7,875 towards their corporate finance fee. During YTD Q4 2023, the IPO was completed and the Company did not incur any additional finance fees.

Listing fees of $15,750 were incurred in YTD Q4 2023 in connection with the Company’s listing on the TSXV. No such fees were paid in the prior period.

Professional fees in YTD Q4 2023 were primarily attributable to legal and audit costs incurred for the prospectus preparation in connection with the Company’s TSXV listing. In the prior period, the Company’s incurred legal costs related to its incorporation and Seed Shares financing.

During YTD Q4 2023, the Company recorded share-based compensation of $77,317 related to the CPC Stock Options. No CPC Stock Options were granted in the prior period.

Liquidity and Capital Resources

The Company manages liquidity risk by ensuring, as far as reasonably possible, that it has sufficient capital to meet working capital and operating requirements as well as its objectives to complete a Qualifying Transaction.

As of January 31, 2023, the Company had working capital of $323,051 (2022 - $277,300) and cash of $344,996 (2022 - $275,751). The increase in working capital of $45,751 in Q4 2023 was primarily attributable to the proceeds received from the IPO. Net cash on hand increased by $69,245 as at January 31, 2023, due to cash generated from the IPO of $105,023 offset by cash used for operating activities of $35,778.

As of the date of the MD&A, the Company had working capital of approximately $318,944 available for the principal purposes of achieving its business objective for the next twelve month period and general and administrative expenses. Notwithstanding the foregoing, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary for the Company to achieve its objective. The Company may also require additional funds in order to fulfill its expenditure and capital requirements to meet its business objective and expects to issue additional securities to do so. There can be no assurance that additional funding required by the Company will be available on acceptable terms or at all. However, it is anticipated that the available funds will be sufficient to satisfy the Company’s objective over the next twelve months.

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Cash Flow Highlights

The table below summarizes the Company’s cash flows for the three months ended March 31, 2023 and 2022:

	YTDQ4 2023	YTDQ4 2022
	$	$
Cash used in operating activities	(35,778)	(24,250)
Cashprovided byfinancingactivities	105,023	300,001
Increase in cash	69,245	275,751

Cash flow used for operations increased in YTD Q4 2023 as the Company incurred additional expenditures related to its TSXV listing.

Financing activities in YTD Q4 2023 and YTD Q4 2022 mainly consisted of the IPO proceeds and Seed Shares financing, respectively.

The Company’s contractual obligations and commitments consist mainly of short-term accounts payable and accrued liabilities of $21,945.

Management is committed to raising additional capital to meet its financial obligations and fund its business objective. The Company believes that its current capital resources is sufficient to meet all of its obligations and objective for the next 12 months.

Capital Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, including the preservation of capital, and to achieve reasonable returns on invested cash after satisfying the objective of preserving capital.

The Company'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 Company may raise additional funds through the issuance of equity or by securing strategic partners.

The Company is currently subject to Exchange restrictions related to cash. The Company, therefore, also manages its capital by maintaining a low level of expenditures until completion of the Qualifying Transaction.

Off-Balance Sheet Arrangements

The Company had no material off-balance sheet arrangements as at January 31, 2023, and as at the date of this MD&A, that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company.

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Transactions with Related Parties

During the year ended January 31, 2023, compensation to key management personnel consisted of stockbased compensation of $77,317 related to the grant of 800,000 CPC Stock Options. No compensation was paid to key management personnel in the prior period.

Transactions with related parties during the year ended January 31, 2023 consisted of professional fees of $10,500 paid to a former director of the Company related to accounting services and rent of $3,000 paid to an officer and a director of the Company. There were no related party transactions during the prior period.

As at January 31, 2023, included in accounts payable and accrued liabilities was $3,055 (2022 - $Nil) due to an officer and a director of the Company. The amount is unsecured, non-interest-bearing and without fixed terms of repayment.

All related party transactions were in the ordinary course of business and were conducted on terms substantially similar to arm’s length transactions.

Critical Accounting Estimates

The preparation of financial statements in conformity with IFRS requires management to exercise judgment and to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Estimates and associated assumptions are based on historical experience and other factors. Actual results may differ from these estimates.

Estimates and underlying assumptions are continually evaluated for reasonableness and relevancy. Where revisions to accounting estimates are required, they are recognized in the period in which the estimates are revised for the current as well as future periods that are affected.

Significant judgments, estimates and assumptions that have the most significant effect on the amounts recognized in the financial statements are described in note 2 to the Annual Financial Statements.

New Accounting Pronouncements

The Company has performed an assessment of new standards issued by the IASB that are not yet effective and has determined that any new standards that have been issued would have no or very minimal impact on the Company’s financial statements.

Financial Instruments

As at January 31, 2023, the Company’s financial instruments consist of cash and accounts payable and accrued liabilities. The carrying amounts of these financial instruments approximate fair value due to their immediate or short-term maturity. The Company does not have any financial instruments classified under level 2 or level 3 of the fair value hierarchy.

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As at January 31, 2023, the Company did not have any financial instruments subject to significant credit or interest rate risks. The Company employs risk management strategies and policies to ensure that any exposures to risk are in compliance with the Company’s business objectives and risk tolerance levels.

Please see notes 7 and 8 to the Annual Financial Statements for a full description of the fair value of the Company’s financial instruments and financial instruments risks, respectively.

Risks and Uncertainties

The Company is subject to other risks and uncertainties that may have a material adverse effect on the Company’s assets, liabilities, financial condition, results of operations, prospects, and cash flows and the future trading price of the common shares. The Company’s continued operation is dependent upon its ability to complete a Qualifying Transaction. The Company has limited funds with which to identify and evaluate potential assets or businesses. There can be no assurance that the Company will be able to identify a business or asset that warrants acquisition. Further, the completion of a Qualifying Transaction is subject to a number of conditions, including but not limited to, completion of due diligence procedures by parties to the transaction, negotiation of a definitive agreement, satisfaction of conditions negotiated therein and receipt of all necessary regulatory approvals. There is no assurance that a Qualifying Transaction will be completed. If the Company does not complete a Qualifying Transaction within the time permitted by the TSXV, its common shares may be suspended from trading or delisted. For additional risk factors, please refer to the Company’s Prospectus dated August 5, 2022.

Summary of Outstanding Share Data

As at the date of this MD&A, the Company had the following issued and outstanding securities:

Description of securities	Number of securities
Issued and outstanding common shares	8,000,100
Warrants	200,000
Stock options	800,000
	9,000,100

Controls and Procedures

In connection with National Instrument 52-109 (“ NI 52-109 ”), the CEO and CFO of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the Annual Financial Statements and accompanying MD&A as at and for the year ended January 31, 2023 (together the “ Annual Filings ”).

In contrast to the certificate under NI 52-109, the Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information, the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR at www.sedar.com.

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Disclosure Controls and Procedures

Disclosure controls and procedures (“ DC&P ”) are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting (“ ICFR ”) are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with IFRS.

Venture companies are not required to provide representations in the Interim Filings relating to the establishment and maintenance of DC&P and ICFR, as defined in NI 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding the absence of misrepresentations and fair disclosure of financial information. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a costeffective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Cautionary Note Regarding Forward-Looking Statements

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “ forward-looking statements ”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forwardlooking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forwardlooking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. Specifically, forward-looking statements in this MD&A include, but are not limited to, statements with respect to:

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• the Company’s expectation to identify an asset or business to acquire;

• the costs associated with the search of an asset or business;

• the Company completing a Qualifying Transaction on a timely basis and on terms favorable to the Company; and

• the Company's anticipated cash needs and its needs for additional financing.

The actual results, performance or achievements of the Company could differ materially from those anticipated in the Forward-Looking Statements, including, but not limited to, risks related to: (i) the Company’s ability to identify and find an asset or a business to acquire; (ii) the Company’s ability to satisfy all of the conditions precedent to complete a Qualifying Transaction including due diligence, negotiation of a definitive agreement and regulatory approvals; (iii) the Company’s ability to raise sufficient capital and the availability of financing on acceptable terms; (iv) regulatory compliance and changes in local legislation and regulation; (v) anticipated and unanticipated costs; (vi) timely receipt of any required regulatory approvals; and (vii) the Company’s plans and timeframe for completion of such plans.

Readers are cautioned that these factors are difficult to predict and that the assumptions used in developing the Forward-Looking Statements may prove to be incorrect. Accordingly, readers are cautioned that the Company’s actual results may vary from the Forward-Looking Statements, and the variations may be material.

Although the Company believes that the expectations reflected in the Forward‐Looking Statements are reasonable, it can give no assurance that such expectations will prove to be correct, and the Forward‐ Looking Statements are expressly qualified in their entirety by this cautionary statement. The purpose of the Forward‐Looking Statements is to provide the reader with a description of management’s expectations, and the Forward‐Looking Statements may not be appropriate for any other purpose. The reader should not place undue reliance on the Forward‐Looking Statements. The Forward-Looking Statements are made as at the date hereof and the Company undertakes no obligation to update or revise any of the Forward‐Looking Statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

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