Clara Technologies Corp. — M&A Activity 2025

Mar 11, 2025

FORM 51-102F4
BUSINESS ACQUISITION REPORT

Item 1 Identity of Company

1.1 Name and Address of Company

Clara Technologies Corp. (the “Company”)
34 – 11551 Kingfisher Drive
Richmond, British Columbia, V7E 3N5

1.2 Executive Officer

Gerald Tritt
Director
(604) 671-4799

Item 2 Details of Acquisition

2.1 Nature of Business Acquired

On February 24, 2025, the Company acquired all of the issued and outstanding shares (the “Acquisition”) of Hunter Sales Co Pty Ltd. (“Hunter Sales”). Hunter Sales is a company based in Australia, that runs Sales Buddi, an innovative sales coaching platform and application, which uses artificial intelligence to refine the techniques of sales professionals by tailoring their approach to meet client needs and enhance sales outcomes.

2.2 Acquisition Date

February 24, 2025.

2.3 Consideration

Pursuant to a Share Exchange Agreement (the “SEA”) dated February 10, 2025, the Company has completed the Acquisition in consideration for the issuance of an aggregate of 6,000,000 common shares of the Company (the "Consideration Shares") and 6,000,000 common share purchase warrants (the "Consideration Warrants"), to the existing shareholders of Hunter Sales. Each Consideration Warrant will be exercisable at a price of $0.23 for a period of twenty-four months following issuance.

2.4 Effect on Financial Position

The Company has no plans for material changes in the business or affairs of the Company or of Hunter Sales that may have a significant effect on the financial performance or financial position of the Company.

2.5 Prior Valuations

Not applicable.

2.6 Parties to Transaction

The Acquisition was not a transaction with an informed person, associate or affiliate of the Company.

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2.7 Date of Report

March 10, 2025.

Item 3 Financial Statements and Other Information

The audited financial statements of Hunter Sales for the seven months ended January 31, 2025, and twelve months ended June 30, 2024, are attached hereto as Schedule “A”.

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SCHEDULE A

Financial Statements of Hunter Sales Co Pty Ltd. for the seven months ended January 31, 2025, and twelve months ended June 30, 2024

[See Attached]

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Hunter Sales Co Pty Ltd.

Financial Statements

For the seven months ended January 31, 2025,
and twelve months ended June 30, 2024
(Expressed in Australian dollars)

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Link-It Accounting and Financial Services Inc.
2182 Rufus Drive
North Vancouver, BC, V7J 3P9
Canada
Tel: 1-604-786-3630

February 28th, 2025

Independent Auditor's Report

To the Board of Directors of Hunter Sales Co Pty Ltd.:

Opinion

We have audited the financial statements of Hunter Sales Co Pty Ltd. (the Company), which comprise the statement of financial position as at January 31st, 2025, and the statement of loss and comprehensive loss, statement of changes in shareholders' deficiency and statement of cash flows for the period from July 1st, 2024 to January 31st, 2025, and the related notes to the financial statements, including a summary of material accounting policies ("the financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at January 31st, 2025, and its financial performance and its cash flows for the period from July 1st, 2024 to January 31st, 2025, in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

Substantial Doubt about the Company's Ability to Continue as a Going Concern – See also Key Audit Matters Section Below

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations and accumulated deficits as at January 31st, 2025, noting that the company is dependent on obtaining continued financial support. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Hunter Sales Co Pty Ltd.
February 28th, 2025
2

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statement for the period from July 1st, 2024 to January 31st, 2025. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming the auditors' opinion thereon, and we do not provide a separate opinion on these matters.

Going Concern (Note 1) – See Going Concern Uncertainty explanatory paragraph above

As described further in Note 1 to the financial statements, the Company has suffered losses from operations and expects to incur further losses in the development of its business. The ability of the Company to continue as a going concern is dependent on executing its business plan and ultimately to raising additional capital to meet its operating obligations. Accordingly, the Company has determined that these factors raise substantial doubt as to the Company's ability to continue as a going concern. Management intends to continue to fund its business by way of related party advances. However, the Company has not concluded that these plans alleviate the substantial doubt related to its ability to continue as a going concern.

How is this matter addressed in the Audit

It was determined that the Company's ability to continue as a going concern is a key audit matter due to the estimation and uncertainty regarding the Company's available capital and the risk of bias in management's judgments and assumptions in their determination. Our audit procedures related to the Company's assertion on its ability to continue as a going concern included the following, among others:

Testing procedures such as analytical procedures to identify conditions and events that indicate that there could be substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time were performed. Management's plans for dealing with adverse effects of these conditions and events were reviewed and evaluated. Inquiries of Company management and the review of company records to assess whether there are additional factors that contribute to the uncertainties disclosed were also performed. An assessment as to whether the Company's determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

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Hunter Sales Co Pty Ltd.
February 28th, 2025

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatements of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions that may cause the Company to cease continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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Hunter Sales Co Pty Ltd.
February 28th, 2025

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identified during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

This is the first audit being performed on the financial statements for Hunter Sales Co Pty Ltd. and includes the period from July 1st, 2024 to January 31st, 2025. The comparative figures presented for the year ended June 30, 2024 are unaudited.

The engagement partner on the audit resulting in this independent auditor’s report is Leigha Nevay.

Link-It Accounting and Financial Services Inc.

Link-It Accounting and Financial Services Inc.
Chartered Professional Accountant
Licensed to Practice Public Accounting in British Columbia by CPABC
Vancouver, BC
February 28th, 2025

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Hunter Sales Co Pty Ltd.
Statement of Financial Position
(Expressed in Australian dollars)

| | Audited
January 31, 2025
$ | Unaudited
June 30, 2024
$ |
| --- | --- | --- |
| Assets | | |
| Current Assets | | |
| Cash | 189 | 4,011 |
| GST receivable | 1,247 | 48,034 |
| Research and development tax credit receivable | 39,537 | 153,468 |
| Total Current Assets | 40,973 | 205,513 |
| Total Assets | 40,973 | 205,513 |
| Liabilities and Shareholders' Equity | | |
| Current Liabilities | | |
| Accounts payable and accrued liabilities | 54,081 | 14,114 |
| Advances from related party (Note 5) | 406,251 | 470,764 |
| Total Current Liabilities | 460,332 | 484,878 |
| Total Liabilities | 460,332 | 484,878 |
| Shareholders' Deficiency | | |
| Share capital (Note 4) | 120 | 120 |
| Deficit | (419,479) | (279,485) |
| Total Shareholders' Deficiency | (419,359) | (279,365) |
| Total Liabilities and Shareholders' Deficiency | 40,973 | 205,513 |

Nature of Operations and Going Concern (Note 1)
Subsequent Events (Note 11)

Approved by the Board of Directors on February 28th, 2025:

Jonah Hicks
Jonah Hicks (Mar 1, 2025 11:01 GMT+10)
Jonah Hicks, Director

The accompanying notes are an integral part of these financial statements.

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Hunter Sales Co Pty Ltd.
Statement of Loss and Comprehensive Loss
For the seven months ended January 31, 2025, and twelve months ended June 30, 2024
(Expressed in Australian dollars)

| | Audited
7 months ended
January 31, 2025
$ | Unaudited
Year ended
June 30, 2024
$ |
| --- | --- | --- |
| Administrative Expenses | | |
| Research and product development | 90,891 | 352,800 |
| Accounting fees | 56,009 | 14,114 |
| Advertising | 7,273 | 34,050 |
| Subscriptions and memberships | 7,442 | 5,299 |
| Marketing | 5,089 | - |
| Subcontractors | 4,818 | - |
| Legal | 3,201 | - |
| Office | 2,104 | 510 |
| Computer | 1,304 | 288 |
| Utilities | 836 | - |
| Mobile | 407 | - |
| Staff amenities | 130 | - |
| Parking | 28 | - |
| Travel | - | 1,601 |
| Rent | - | 1,483 |
| | 179,532 | 410,145 |
| Other Income | | |
| Research and development refund | 39,538 | 153,468 |
| | 39,538 | 153,468 |
| Net loss and comprehensive loss for the period | (139,994) | (256,677) |
| Loss per share, basic and diluted | (1,167) | (2,139) |
| Weighted average shares outstanding | 120 | 120 |

The accompanying notes are an integral part of these financial statements.

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Hunter Sales Co Pty Ltd.

Statement of Changes in Shareholders' Deficiency

(Expressed in Australian dollars)

	Share Capital
	Common Shares #	Amount $	Deficit $	Total $
Balance, at June 30, 2023	120	120	(22,808)	(22,688)
Loss for the period			(256,677)	(256,677)
Balance, at June 30, 2024	120	120	(279,485)	(279,365)
Loss for the period			(139,994)	(139,994)
Balance, at January 31, 2025	120	120	(419,479)	(419,359)

The accompanying notes are an integral part of these financial statements.

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Hunter Sales Co Pty Ltd.

Statement of Cash Flows

(Expressed in Australian dollars)

For the period ended,	7 months ended January 31, 2025 $	Year ended June 30, 2024 $
Cash (used in) provided by:
Operating activities
Net loss for the period	(139,994)	(256,677)
Changes in non-cash operating working capital:
GST receivable	46,787	(45,384)
Accounts payable and accrued liabilities	39,967	(20,569)
Research and development tax credit receivable	113,931	(142,593)
Cash provided by (used in) operating activities	60,691	(465,223)
Investing activities
Cash used for investing activities	-	-
Financing activities
Advances (to) from related party	(64,513)	469,114
Cash provided from (used for) financing activities	(64,513)	469,114
Change in cash	(3,822)	3,891
Cash, beginning of period	4,011	120
Cash, end of the period	189	4,011
Supplemental information
Cash paid for interest	-	-
Cash paid for taxes	-	-

The accompanying notes are an integral part of these financial statements.

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Hunter Sales Co Pty Ltd.
Notes to the Financial Statements
(Expressed in Australian dollars)

1. Nature of Operations and Going Concern

Hunter Sales Co Pty Ltd (the "Company") was incorporated on September 8, 2023, in Australia with limited liability under the legislation of Queensland and its registered office is located at 103 Aqua St Newport, QLD, 4001, Australia.

The Company's principal business activity is the development, marketing, and provision of software services that support the management and security of computing devices, applications, data, and networks for a variety of organizations in various global territories.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. As at January 31, 2025, the Company has not generated any revenues from operations and has an accumulated deficit of $419,479 (2024 - $279,485). The Company expects to incur further losses in the development of its business, all of which may cast significant doubt about the Company's ability to continue as a going concern. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These financial statements do not reflect any adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that may be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.

2. Basis of Presentation

These financial statements were authorized for issue on February 28th, 2025, by the director of the Company.

(a) Statement of Compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

(b) Basis of Measurement

These financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair value, as explained in the accounting policies set out in Note 3. These financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

(c) Functional and Presentation Currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements. These financial statements are presented in Australian dollars, which is also the functional currency of the Company.

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Hunter Sales Co Pty Ltd.
Notes to the Financial Statements
(Expressed in Australian dollars)

3. Material Accounting Policies

(a) Financial Instruments

Classification

The Company classifies its financial assets in the following measurement categories:

• Those to be measured subsequently at fair value (either through Other Comprehensive Income or through profit or loss); and
• Those to be measured at amortized cost.

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or Other Comprehensive Income ("OCI"). For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income ("FVOCI").

The Company reclassifies debt instruments when and only when its business model for managing those assets changes.

Recognition and derecognition

Purchases and sales of financial assets are recognized on trade-date, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

Measurement

At initial recognition, the Company measures a financial asset or financial liability at its fair value plus, in the case of a financial asset not at fair value through profit or loss ("FVTPL"), transactions costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Financial liabilities are measured at amortized cost or FVTPL. A financial liability is classified as FVTPL if it is classified as held-for-trading, it is a derivative, or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest rate method.

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Hunter Sales Co Pty Ltd.
Notes to the Financial Statements
(Expressed in Australian dollars)

3. Material Accounting Policies (continued)

(e) Financial Instruments (continued)

Financial liabilities

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was incurred. The Company's accounting policy for each category is as follows:

Fair value through profit or loss – This category comprises of liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss.

Amortized cost – This category included accounts payable and accrued liabilities, due to related parties, loans payable, and lease liabilities, which are recognized at amortized cost using the effective interest method.

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets or liabilities assumed, is recognized in profit or loss.

Impairment

The Company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

(f) Loss Per Share

Basic earnings or loss per share is computed by dividing the earnings or loss for the period by the weighted average number of common shares outstanding during the relevant period. The treasury stock method is used for the calculation of diluted earnings or loss per share. Stock options, share purchase warrants, and other equity instruments are dilutive when the average market price of the common shares during the period exceeds the exercise price of the options, warrants and other equity instruments. When a loss has been incurred, basic and diluted loss per share is the same because the exercise of options and warrants would be anti-dilutive.

(g) Share Capital

The Company records proceeds from share issuances net of issue costs and any tax effects in shareholders' equity. Common shares issued for consideration other than cash are valued based on their market value of assets or services received. If this value cannot be determined, the transaction is measured at the fair market value of the shares on the date the shares are issued. Common shares held by the Company are classified as treasury stock and recorded as a reduction to shareholders' equity. Proceeds from unit placements are allocated between shares and warrants issued according to the residual method with proceeds being first allocated to share capital based on their market value at the date the agreement to issue shares was concluded.

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Hunter Sales Co Pty Ltd.
Notes to the Financial Statements
(Expressed in Australian dollars)

3. Material Accounting Policies (continued)

(h) Comparative figures

The Company was incorporated on June 8, 2023. The comparative figures presented for the year ended June 30, 2024, are unaudited and have been restated where necessary to conform with the current year's IFRS presentation.

(i) Research and development

The Company has registered has been registered under the Industry Research and Development Act 1986 and has completed R&D Tax Incentive Benefit claims for 2023 and 2024. The accounting policy used for these claims is to expense all costs related the research and development to maximize the tax incentive benefit.

(j) Government assistance

The Australian government is providing an opportunity for businesses to register for industry research and development tax incentives. The incentive amounts are considered other income in the year they are earned. The incentives are paid in the following tax year, as the incentive claim is completed with the tax return.

(k) Critical Accounting Judgments and Estimates

The preparation of the financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the period. Although management uses historical experience and its best knowledge of the amount, events, or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

Critical Accounting Estimates

There are no critical accounting estimates in the current period. All development costs have been expensed and any applicable tax credits have been claimed under Research and Development.

Critical Judgments Used in Applying Accounting Policies

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Determination of Going Concern Assumption

The preparation of these financial statements requires management to make judgments regarding the applicability of going concern assumption to the Company as discussed in Note 1.

4. Share Capital

(a) Authorized

Unlimited number of common shares without par value.

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Hunter Sales Co Pty Ltd.

Notes to the Financial Statements

(Expressed in Australian dollars)

4. Share Capital (continued)

(b) Outstanding

On January 31, 2025, the Company had 120 common shares issued and outstanding valued at $120 (June 30th, 2024, 120 common shares issued and outstanding valued at $120).

(c) Share transactions

i) There were no share capital transactions for the 7 months ending January 31, 2025, or for the year ended June 30, 2024.

5. Advances from related party

During the period ended January 31, 2025, the Director of the company continued to fund operations, while also repaying the advances when tax refunds became available.

The advances were non-interest bearing with no specific terms.

Subsequent to the interim period, the advances were forgiven (Note 11).

6. Financial Instruments

(a) Classification of Financial Instruments

The Company has classified its financial instruments as follows:

	Audited January 31, 2025	Unaudited June 30, 2024
	$	$
Financial assets, measured at amortized cost:
Cash	189	4,011
Research and development tax credit receivable	39,538	153,468
	39,727	157,479
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	54,081	14,114
Advances from related party	406,251	470,764
	460,332	484,878

(b) Fair Values

The Company has classified fair value measurements of its financial instruments using a fair value hierarchy that reflects the significance of inputs used in making the measurements as follows:

• Level 1: Valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities including cash;
• Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and
• Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts including amounts receivable, subscriptions receivable, accounts payable and accrued liabilities, and subscriptions received in advance.

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Hunter Sales Co Pty Ltd.
Notes to the Financial Statements
(Expressed in Australian dollars)

6. Financial Instruments (Continued)

(b) Fair Values (Continued)

As at January 31, 2025, the fair values of cash, research and development tax credit receivable, accounts payable and accrued liabilities, and advances from related party approximate their carrying values due to the relatively short-term maturity of these instruments.

(c) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. The Company's liabilities are predominantly due within 90 days of January 31, 2025.

(d) Credit Risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations.

The Company's cash is largely held in large Australian financial institutions. The Company does not have any asset-backed commercial paper. The Company is not exposed to any significant credit risk.

With respect to its due to shareholder, the Company assesses the credit rating of all debtors and maintains provisions for potential credit losses, and any such losses to date have been within management's expectations. The Company's credit risk with respect to amounts due to shareholder and maximum exposure thereto as at January 31, 2025, is $Nil.

(d) Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with interest due. The Company did maintain bank accounts which earned interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.

(e) Foreign currency exchange rate risk

The Company currently has no significant operations denominated in foreign currencies. Management believes there is no significant foreign currency exchange rate risk.

7. Capital Risk Management

The Company defines its capital as cash and equity comprised of issued share capital and deficit. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the research and development of software. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company's management to sustain future development of the business. The Company is dependent upon shareholder financing to fund activities. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

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Hunter Sales Co Pty Ltd.

Notes to the Financial Statements

(Expressed in Australian dollars)

7. Capital Risk Management (Continued)

There have been no changes in the Company's approach to capital management during the period ended January 31, 2025.

The Company is not subject to externally imposed capital requirements as at January 31, 2025.

8. Segmented Information

The Company operates in one reportable operating segment, being the software industry in Australia. As the operations comprise a single reporting segment, amounts disclosed also represent segment amounts.

9. Commitments

The Company has no commitments as at January 31, 2025.

10. Deferred Taxes

A reconciliation of taxes at statutory tax rates with the reported taxes is as follows:

	2025
	$
Loss before income taxes	(139,994)
Corporate tax rate	25%
Expected tax recovery at statutory tax rates	(34,999)
Change in valuation allowance	34,999

The value depicted includes the research and development tax credit incentive income for 2025 of $39,538 (2024 - $153,468). The incentive is accrued as other income and shown as a receivable in the year it is earned.

The Company's deferred tax asset consists of non-capital losses of $86,914. The Company can carry forward these non-capital losses indefinitely.

11. Subsequent events

On February 10th, 2025, the Company entered into a Share Exchange Agreement (the "Transaction") with Clara Technologies Corp. ("Clara"). Clara is listed on the Canadian Securities Exchange under the symbol CLTE. CLTE issued an aggregate of 6,000,000 common shares at $0.18 per share and 6,000,000 common share warrants exercisable at $0.23 for a term of twenty-four months.

On February 24th, 2025, Jonah Hicks signed a Debt Forgiveness Agreement for the full amount of the Advances from related party, AUD $406,251.