Caplink Ventures Inc. — Management Reports 2025

Jun 26, 2025

CAPLINK VENTURES INC.

(A Capital Pool Company)

MANAGEMENT'S DISCUSSION AND ANALYSIS

Three months ended April 30, 2025 and 2024

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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 three months ended April 30, 2025.

The MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements and related notes thereto (the "Interim Financial Statements") of the Company for the three months ended April 30, 2025, which were prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34") using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the annual audited financial statements of the Company for the year ended January 31, 2025, 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 June 25, 2025, unless otherwise indicated. The Interim Financial Statements and MD&A have been reviewed by the Company's Audit Committee and approved by the Board of Directors on June 25, 2025.

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, Interim Financial Statements, MD&As and other information, including news releases and other continuous disclosure documents are available on SEDAR+ at https://www.sedarplus.ca.

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") Policy 2.4. As a CPC, the Company's primary business objective is to identify and evaluate assets or businesses with the intention of completing a Qualifying Transaction. Until a Qualifying Transaction is completed, the Company will not carry on any active business operations, will not generate significant revenue and will incur expenditures primarily related to the evaluation of potential Qualifying Transactions, TSXV listing and regulatory requirements, professional services and general administrative expenses, all subject to the restrictions under TSXV Policy 2.4.

The Company's common shares trade 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.

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The Company continues to actively pursue and assess potential businesses and assets for the purpose of completing a Qualifying Transaction.

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	Apr 2025	Jan 2025^{(1)}	Oct 2024	July 2024	Apr 2024	Jan 2024^{(1)}	Oct 2023	Jul 2023^{(2)}
	$	$	$	$	$	$	$	$
Total Expenses and Net Loss	(17,903)	(21,657)	(15,687)	(15,073)	(12,391)	(20,794)	(9,348)	(20,726)
Weighted average number of common shares outstanding	8,100,100	8,100,100	8,100,100	8,084,715	8,000,100	8,000,100	8,000,100	8,000,100
Loss per share – basic and diluted	(0.002)	(0.003)	(0.002)	(0.002)	(0.002)	(0.003)	(0.00)	(0.00)

(1) The increase in loss was largely attributable to accrued audit and accounting fees.
(2) Higher net loss due to regulatory and other fees related to annual financial statements and annual general meeting.

Results of Operations

Caplink has not commenced business operations and currently has no assets other than cash. Its sole objective, as a CPC, is to identify, evaluate, and acquire or merge with a viable business or asset in order to complete a Qualifying Transaction. The Company continues to devote its resources toward sourcing and assessing potential opportunities that meet the TSXV's criteria for a Qualifying Transaction.

Three months ended April 30, 2025 (Q1 2026) compared with three months ended April 30, 2024 (Q1 2025)

For Q1 2026 and Q1 2025, the Company reported net losses of $17,903 and $12,391, respectively. These losses are consistent with the expected expenditures of a CPC and primarily reflect general and administrative expenses. Key expense categories include office and rent costs, audit and accounting fees, legal fees, and regulatory and transfer agent fees.

Liquidity and Capital Resources

The Company has financed its operations to date through equity issuances, including seed capital and its initial public offering. The Company manages liquidity risk by seeking to ensure, to the extent reasonably possible, that it maintains adequate capital to meet ongoing operational and working capital requirements, as well as to support its objective of completing a Qualifying Transaction.

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As at April 30, 2025, the Company had working capital of $185,271 (January 31, 2025 – $203,174) and cash of $207,273 (January 31, 2025 – $224,068). The decrease in working capital of $17,903 during the first quarter of 2026 reflects operating expenditures incurred in the period, including office and general expenses, legal fees, audit and accounting and regulatory and transfer agent fees.

Management believes the Company has sufficient working capital to fund its general and administrative expenses and pursue its business objectives over the next twelve months. However, circumstances may arise that warrant a reallocation of funds to better support the Company's strategic priorities. Additional financing may also be required to fund transaction-related costs or capital requirements associated with a Qualifying Transaction. While the Company anticipates that any such funding would be obtained through the issuance of additional securities, there is no assurance that financing will be available on acceptable terms, or at all.

Cash Flow Highlights

Cash used in operating activities for Q1 2026 was $16,795, compared to $18,672 in Q1 2025. The decrease primarily reflects slightly lower general and administrative expenditures associated with the Company's ongoing operations as a CPC.

No financing and investing activities were undertaken during either Q1 2026 or Q1 2025.

As at April 30, 2025, the Company's contractual obligations and commitments consisted primarily of short-term accounts payable and accrued liabilities totaling $22,002 (January 31, 2025 – $20,894).

Management remains committed to securing additional capital, as needed, to meet the Company's financial obligations and to support the successful completion of a Qualifying Transaction. While the Company continues to actively assess financing opportunities, it believes that its existing capital resources are sufficient to fund its operating requirements and advance its business objectives over the next twelve months. Management will continue to monitor the Company's financial position closely and remains prepared to adjust its capital strategy in response to evolving market conditions and transaction related needs.

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.

The Company is currently subject to Exchange restrictions related to cash. The Company, therefore,

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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 April 30, 2025, 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.

Transactions with Related Parties

Transaction with a related party during the three months ended April 30, 2025 consisted of rent of $3,800 (2024 - $3,000) paid to the Company's director and corporate secretary.

The related party transaction was in the ordinary course of business and was 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 April 30, 2025, 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

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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.

As at April 30, 2025, 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.

The Company manages liquidity risk through its capital management. The Company's accounts payable are due within 12 months. As at April 30, 2025, the Company had a cash balance of $207,273 (January 31, 2025 - $224,068) to settle liabilities of $22,002 (January 31, 2025 – $20,894).

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 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	8,100,100
Warrants	100,000
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 Interim Financial Statements and accompanying MD&A as at and for the three months ended April

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30, 2025 (together the "Interim 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 Interim Filings on SEDAR at www.sedar.com.

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 and Annual 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 interim and 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 cost-effective 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.

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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.

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:

• 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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