Chicane Capital II — Management Reports 2025

May 13, 2025

Chicane Capital II Corp.
Management Discussion and Analysis
For the three-month periods ended April 30, 2025 and 2024

May 12, 2025

The following management discussion and analysis ("MD&A") of the results of the operations and financial position of Chicane Capital II Corp. (the "Corporation" or "Chicane II") for the three-month periods ended April 30, 2025 and 2024. 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

Chicane II was incorporated under the Business Corporations Act (Ontario) on September 18, 2023 and is classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange") Corporate Finance Manual (the "Manual"). The head office and the registered head office of the Corporation is located at 100 King Street West, Suite 3400, 1 First Canadian Place, Toronto, ON M5X 1A4.

The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT") as such term is defined in the Manual. The Corporation has not commenced operations and has no assets other than cash and cash equivalent. 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.

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Chicane Capital II Corp.
Management Discussion and Analysis
Page 2

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 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.

On May 27, 2024, Chicane Capital I Corp. completed its initial public offering of 2,194,000 common shares of the Corporation at a price of $0.10 per common share for gross proceeds of $219,400 (the "Offering"). The common shares trade on the Exchange under the symbol CCII. Following the closing of the Offering, a total of 4,994,000 common shares are issued and outstanding.

The Corporation paid a commission of 10% of the gross proceeds of the IPO to Haywood Securities Inc. (the "Agent") and granted the Agent warrants to acquire 10% of the Common Shares issued in the IPO exercisable for a period ending the lesser of sixty months from the closing of the IPO or thirty-six months from the date the common shares of the resulting issuer commences trading on the exchange, exercisable at $0.10 per share. The Corporation also paid a corporate finance fee and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the IPO. Cash issuance costs of $74,151 were associated with these issuances and the value attributed to warrants granted to the Agent is $13,968.

On May 27, 2024, the Corporation granted 219,400 stock options to directors and officers, which are exercisable within ten years from the date of grant at an exercise price of $0.10 per share. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate of 3.62%, expected volatility of 100% and an expected life of ten years. The value attributed to these options was $19,858.

On May 27, 2024, the Corporation granted 219,400 warrants to the Agent (and other members of the syndicate), which are exercisable for a period ending on the earlier of the date which is a) five years from the closing date and b) 3 years following the completion of the Corporation’s qualifying transaction at an exercise price of $0.10 per share. These warrants were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 4.12%, expected volatility of 100% and an expected life of three years. The value attributed to these warrants was $13,968.

Following the closing of the Offering, a total of 4,994,000 common shares are issued and outstanding, of which 2,800,000 are currently held in escrow pursuant to the policies of the Exchange.

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Chicane Capital II Corp.
Management Discussion and Analysis
Page 3

On May 12, 2025, the Board of Directors approved the financial statements for the three-month periods ended April 30, 2025 and 2024.

Summary of Quarterly Results

	April 30, 2025	January 31, 2025	October 31, 2024	July 31, 2024	April 30, 2024	January 31, 2024	October 31, 2023	July 31, 2023
Total Assets	$175,774	$199,705	$206,607	$266,093	$120,656	$140,000	-	-
Total Revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Total Expenses	$16,713	$2,823	($19,964)	$38,814	$49,878	$13,000	-	-
Net income (loss)	($15,116)	($1,357)	$21,803	($37,476)	($49,878)	($13,000)	-	-
Basic and diluted net loss per share	($0.01)	($0.00)	$0.01	($0.02)	$(0.02)	($0.05)	-	-

Results of Operations

Three months ended April 30, 2025

The Corporation recorded net loss of $15,116 during the three months ended April 30, 2025 (April 31, 2024 - $49,878). The net loss is due to professional fees of $9,923 relating to the cost of legals and bookkeeping services, filing fees of $6,790 (April 30, 2024 - $nil), offset by interest income of $1,597 (April 30, 2024 - $nil) earned on its money market account and $587 share-based payment recovery.

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 (September 18, 2023) to April 30, 2025:

Material Costs	Three months ended April 30, 2025	For the period from the date of incorporation (September 18, 2023) to April 30, 2025
Professional fees	$9,923	$59,389
Filing fees	$6,790	$21,962
Share based payments	-	$19,858
General & Administrative	-	$55

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Chicane Capital II Corp.
Management Discussion and Analysis
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Liquidity and Capital Resources

As at April 30, 2025, the Corporation had cash and cash equivalents of $175,774, current liabilities of $7,880 and working capital of $167,894 (January 31, 2025 - $183,013).

Negative cash flows of $23,931 were recorded from operating activities during the three-month period ended April 30, 2025 (April 30, 2024 - $19,344). This is primarily due to outflows relating to the payment of liabilities relating to professional fees associated with filing its prospectus.

Outstanding Share Data

As at April 30, 2025, and the date of this MD&A, 4,994,000 Common Shares are issued and outstanding. Of these, 2,800,000 Common Shares are held in escrow in accordance with the Exchange. In addition, there are 219,400 stock options outstanding, exercisable at $0.10 per share and expiring on May 27, 2034, and 219,400 brokers warrants outstanding, exercisable at $0.10 per share expiring on May 27, 2027

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.

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, shares to be issued 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 by the Corporation.

Risks and Uncertainties

The following describes certain risks, events and uncertainties that could affect the Corporation, and that each reader should carefully consider. Please refer to the Corporation's final prospectus

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Chicane Capital II Corp.
Management Discussion and Analysis
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dated April 5, 2024, for additional risks, events and uncertainties that could affect the Corporation.

External financing may be required to fund the Corporation’s activities primarily through the issuance of common shares. There can be no assurance that the Corporation will be able to obtain adequate financing. The securities of the Corporation should be considered a highly speculative investment.

The Corporation has not generated significant revenues and does not expect to generate significant revenues in the near future. In the event that the Corporation generates significant revenues in the future, the Corporation intends to retain its earnings in order to finance further growth. Furthermore, the Corporation has not paid any dividends in the past and does not expect to pay any dividends in the foreseeable future.

Risk Disclosures and Fair Values

The Corporation's financial instruments, consisting of accounts payable and accrued liabilities approximate fair value due to the relatively short-term maturity of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, or currency risks arising from these financial instruments.

Critical Accounting Estimates

The Corporation’s material accounting policies are summarized in Note 2 of the unaudited condensed interim financial statements for the three-month periods ended April 30, 2025, and 2024.

Additional Information

For further detail, see the Corporation’s unaudited condensed interim financial statements for the three-month periods ended April 30, 2025 and 2024. Additional information about the Corporation can also be found on SEDAR+ at www.sedarplus.ca.