Clara Technologies Corp. — Management Reports 2025

Sep 30, 2025

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MANAGEMENT DISCUSSION FOR CLARA TECHNOLOGIES CORP.

FOR THE YEAR ENDED MAY 31, 2025

Background

The following Management Discussion & Analysis ("MD&A") is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of Clara Technologies Corp. (hereinafter "Clara" or the "Company") for the year ended May 31, 2025 and May 31, 2024. The MD&A should be read in conjunction with the audited financial statements for the years ended May 31, 2025, and 2024. The MD&A has been prepared effective September 29th, 2025.

The Company reports its financial results in Canadian dollars and in accordance International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Additional information relevant to the Company's activities can be found on SEDAR at www.sedarplus.ca.

Forward Looking Statements

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forward-looking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by or include the words 'believes,' 'expects,' 'anticipates,' 'estimates,' 'intends,' 'plans,' 'forecasts,' or similar expressions. Forward-looking statements are not guarantees of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, those identified in the Risks Factors section. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company may not provide updates or revise any forward-looking statements, except those otherwise required under paragraph 5.8(2) of NI 51-102, whether written or oral that may be made by or on the Company's behalf.

Overview

Clara Technologies Corp. is a provider of IT software designed specifically for Amazon sellers. The software allows Amazon sellers to efficiently manage, launch, and promote their products on their landing pages. It also offers features to control sales and purchases, create and increase customer email lists, and bring traffic through Facebook and other social networks. The company's website address - https://zonpages.ca/

The Corporation was incorporated on April 15, 2021 under the Business Corporations Act (British Columbia). The Company's head office is located at 666 Burrard Street, Suite 630, Vancouver, BC, V6C 3P6, Canada.

On February 10, 2025 the Company entered into a share exchange agreement (the "Agreement") with Hunter Sales Co Pty Ltd. ("Hunter Sales") pursuant to which the Company acquires all of the issued and outstanding common shares of Hunter Sales.

Overall Performance

Other than as disclosed in this MD&A, the Company is not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon its revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

In the year ended May 31, 2025, the Company incurred a net loss of $139,848 compared to a net loss of $241,072 during the same period in 2024. The decrease in net loss is primarily due to an increase in other income for the forgiveness of

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the related party loans. The Company anticipates that it will require $800,000 in funding to continue operations over the next 12 months. Other than the costs stated above, the Company does not anticipate incurring any other material capital expenditures during the next 12-month period.

Selected Annual Information

	For the year ended May 31, 2025 $ (audited)	For the year ended May 31, 2024 $ (audited)	For the year ended May 31, 2023 $ (audited)	For the year ended May 31, 2022 $ (audited)
Total revenue	25,037	34,534	40,589	-
Interest income	-	-	-	11
Amortization	39,000	39,000	39,000	13,000
Director fees	13,053	12,000	6,000	-
Marketing	-	18,294	-	-
Project consulting	137,606	155,941	51,772	-
Professional fees	109,249	49,698	22,377	-
Bank charges	1,039	673	487	400
Net income (loss)	(139,848)	(241,072)	(79,047)	(13,389)
Basic and diluted loss per share	(0.01)	(0.03)	(0.02)	(0.00)
Total assets	3,749,380	189,033	421,161	341,172
Total current liabilities	155,175	29,980	19,036	-
Cash dividends per share	-	-	-	-

The following table summarizes the financial results of operations for the quarters ended May 31, 2025, February 28, 2025, November 30, 2024, and August 31, 2024:

	4^{th} Quarter ended May 31, 2025 $	3^{rd} Quarter ended February 28, 2025 $	2^{nd} Quarter ended November 30, 2024 $	1^{st} Quarter ended August 31, 2024 $
Income	4,834	1,372	6,269	18,767
Forgiven loans from related parties	140,000	-	-	-
Expenses	119,631	97,522	44,267	49,670
Net income (loss)	25,203	(96,150)	(37,998)	(30,903)
Income (loss) per share - basic & diluted	(0.01)	(0.00)	(0.00)	(0.00)

The following table summarizes the financial results of operations for the quarters ended May 31, 2024, February 29, 2024, November 30, 2023, and August 31, 2023:

	4^{th} Quarter ended May 31, 2024 $	2^{nd} Quarter ended February 29, 2023 $	2^{nd} Quarter ended November 30, 2023 $	1^{st} Quarter ended August 31, 2023 $
Income	5,385	7,807	7,064	14,278
Expenses	135,163	35,229	76,822	28,392
Net income (loss)	(129,778)	(27,422)	(69,758)	(14,114)
Income (loss) per share - basic & diluted	(0.01)	(0.00)	(0.02)	(0.00)

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Factors causing significant variations in quarterly results are as follows:

Revenues

Total revenue for May 31, 2025, was $25,037 compared to $34,534 for the year ended May 31, 2024. The increase in revenue is primarily due to an increase in sales of consulting services. Revenue from consulting services for the year ended May 31, 2025, was $22,792 compared to $19,874 for the year ended May 31, 2024. Revenue from sales of subscriptions for the year ended May 31, 2025, was $2,245 compared to $14,660 for the year ended May 31, 2024.

Operating Expenses

For the three months ended May 31, 2025, operating expenses decreased by $15,613 from $135,163 for the three months ended May 31, 2024 to $119,550 for the three months ended May 31, 2025 primarily as a result of:

Operating Expense	Increase / Decrease in Expenses	Explanation for Change
Project Consulting	Decrease of $85,304	Decrease due to a change in management during the fiscal year.
Professional fees	Increase of $81,717	Increased due to the Company purchasing third party services to improve the software and the professional fees required to complete the transaction.

For the three months ended February 28, 2025, operating expenses increased by $62,293 from $35,229 for the three months ended February 29, 2024 to $97,522 for the three months ended February 28, 2025 primarily as a result of:

Operating Expense	Increase / Decrease in Expenses	Explanation for Change
Project Consulting	Increase of $76,567	Increased due to the Company purchasing third party services to improve the software.
Professional fees	Decrease of $21,558	Due to reclassifying expense to general and admin

For the three months ended November 30, 2024, operating expenses decreased by $32,555 from $76,822 for the three months ended November 30, 2023 to $44,267 for the three months ended November 30, 2024 primarily as a result of:

Operating Expense	Increase / Decrease in Expenses	Explanation for Change
Project Consulting	Decrease of $29,314	Decreased due to the Company recognizing less third party services expenses to improve the software in 2024 than in the prior year.
Professional fees	Decrease of $3,802	Decreased due to filing fees and transfer agent fees.

For the three months ended August 31, 2024, operating expenses increased by $21,278 from $28,392 for the three months ended August 31, 2023 to $49,670 for the three months ended August 31, 2024 primarily as a result of:

Operating Expense	Increase / Decrease in Expenses	Explanation for Change
Project Consulting	Increase of $19,715	Increased due to the Company purchasing third party services to improve the software.
Professional Fees	Increase of $1,418	Increased due listing expenses.

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Net Incomes (Losses)

The net loss for the year ended May 31, 2025, was $139,848, compared to $241,072 for the year ended May 31, 2024. The Company's operating loss decreased due to the factors discussed above.

Liquidity and Capital Resources

As at May 31, 2025 and May 31, 2024, the Company had a cash balance of $31,606 and $14,909, respectively. The Company had working capital $(123,569) and $55,053 at May 31, 2025 and May 31, 2024, respectively.

| | Cash Flows
For the year ended | |
| --- | --- | --- |
| | May 31, 2025 | May 31, 2024 |
| Net Cash provided by (used in) Operating Activities | $(157,392) | $(261,252) |
| Net Cash provided by (used in) Financing Activities | 174,089 | (2,000) |
| Net Change in Cash | $16,697 | $(263,252) |

The cash flows used in operating activities increased by $103,860 to $(157,392) for the year ended May 31, 2025 from $(261,252) for the comparative period. The decrease in cash flows from operating activities represents the effect on cash flows from net losses $(139,848) adjusted for items not affecting cash, principally: amortization $39,000, foreign exchange gain $(6,205), forgiven loans from related parties $(140,000), in addition to changes in prepaid expenses $70,124, deferred revenue $(10,180) and accounts payable $23,557.

Cash used in investing activities was $0 for the year ended May 31, 2025 and May 31, 2024 due to no investing activities.

Cash provided by financing activities for the year ended May 31, 2025 increased by $176,089 compared to the year ended May 31, 2024. During the year ended May 31, 2025, there was a loan for $60,000, and an exercise of warrants $115,000. During the year ended May 31, 2024, financing activities included $2,000 of returned warrants.

The continuation of the Company as a going-concern is dependent on its ability to raise additional capital or debt financing, including on reasonable terms, in order to meet business objectives towards achieving profitable business operations.

As of May 31, 2025 and May 31, 2024, the Company had 22,033,400 and 15,333,400 common shares issued and outstanding, respectively.

On February 24, 2025, the Company issued to the existing shareholders of Hunter Sales an aggregate of 6,000,000 common shares and 6,000,000 common share purchase warrants with an exercise price of $0.23 for a term of twenty-four months.

Although the Company currently has limited capital resources, the Company anticipates that additional funding will come from the officers and directors who will loan their funds to the Company for implementing its business goals.

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

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Related Party Transactions

Related parties include the Board of Directors, close family members, other key management individuals and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

Related party transactions conducted in the normal course of operations are measured at the fair value and approved by the Board of Directors in strict adherence to conflict-of-interest law and regulations.

As of May 31, 2024, the Company's director, George Kovalyov, has loaned to the Company $1,800. The amount owing is unsecured, non-interest bearing, and due on demand. This loan was repaid on March 11, 2025.

As of May 31, 2024, the Company borrowed $140,000 from the directors of the Company: $50,000 from George Kovalyov, $65,000 from Oleksandr Havrylov and $25,000 from Vladimir Vinogradov. The Company borrowed loans to support its daily operations. The loans are unsecured and non-interest bearing. The directors have forgiven the loans as at May 31, 2025.

Critical Accounting Estimates

A detailed summary of all of the Company's material accounting policies is included in Note 3 to the audited financial statements for the fiscal year ended May 31, 2025.

Basis of Presentation

The Company's financial statements have been prepared in accordance with IFRS, as issued by the IASB and the interpretations of the IFRS interpretations committee ("IFRIC") in effect at May 31, 2025. The Company's financial statements have been prepared on a historical cost basis and presented in Canadian dollars, which is the Company's functional and presentation currency.

Use of Accounting Estimates and Judgments

The preparation of the Company's 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 expenses during the reporting period. Actual results could differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if there vision affects only that period or in the period of the revision and further periods if the revision affects both current and future periods. Assumptions about the future and other sources of estimation and judgment uncertainty that management has made at the end of the reporting year, relate to:

(i) Going concern

The assessment of the Company's ability to execute its strategy by funding future working capital involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstance. There is a material uncertainty regarding the Company's ability to continue as a going concern. The Company's principal source of cash is from private placements. The Company is dependent on raising funds in order to have sufficient capital to be able to identify, evaluate and then acquire an interest in assets or a business.

(ii) The recoverability and measurement of deferred tax assets and liabilities

Tax interpretations, regulations, and legislation are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may

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materially affect the final amount of deferred taxes or the timing of tax payments.

Financial Instruments

A detailed summary of all of the Company's financial instruments is included in Note 8 to the audited financial statements for the fiscal year ended May 31, 2025.

Capital Management

The Company's objective when managing capital is to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying natural resource properties. The Company's objective is met by retaining adequate equity to guard against the possibility that cash flows from assets will not be sufficient to meet future cash flow requirements. The Company considers its capital structure to include cash and working capital. In order to maintain or adjust the capital structure, the Company may from time-to-time issue shares and adjust its capital spending to manage current and projected debt levels. To assess capital and operating efficiency and financial strength, the Company continually monitors its net cash and working capital.

Taxes

Tax expense comprises current and deferred tax. Current tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, it does not recognize the asset. The Company has assessed that it is improbable that such assets will be realized and has accordingly not recognized a value for deferred taxes.

Functional Currency

The Company follows IAS 21 The effect of Changes in Foreign Exchange Rates when accounting for foreign Exchange Rates and has determined that its functional currency is the Canadian dollar.

Share Capital

The Company's authorized capital consists of an unlimited number of Common Shares, of which only 22,033,400 Common Shares are issued and outstanding as at May 31, 2025 as fully paid and non-assessable. 3,900,000 common shares were issued to four Directors of the Company. 11,433,400 of special warrants were converted to 11,433,400 common shares on December 4, 2023. 6,000,000 of common shares were issued pursuant to the share exchange agreement with Hunter Sales Holders of the Common Shares are entitled to vote at all meetings of the holders of the Common Shares, and to participate ratably in any distribution of the Company's property or assets upon liquidation or wind-up.

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The Board is authorized to issue additional Common Shares on such terms and conditions and for such consideration as the Board may deem appropriate without further security holder action.

Warrants

As at May 31, 2025, hereof, the Company has no Special Warrants issued and outstanding. These Special Warrants were issued in connection with the Offering. Each Special Warrant entitles the holder to acquire, for no additional consideration, one common share unit three business days after a receipt is issued for a (final) prospectus by the securities regulatory authorities. All unexercised warrants will be deemed to be exercised on the date that the Issuer's shares commence trading on a recognized stock exchange.

The Company has granted to each holder of a Special Warrant a contractual right of rescission of the prospectus- exempt transaction under which the Special Warrant was initially acquired. The contractual right of rescission provides that if a holder of a Special Warrant who acquires a Share on exercise of the Special Warrant as provided for in this Prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the Prospectus or an amendment to the Prospectus containing a misrepresentation,

(a) the holder is entitled to rescission of both the holder's exercise of its Special Warrant and the private placement transaction under which the Special Warrant was initially acquired,

(b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the Issuer, as the case may be, on the acquisition of the Special Warrant.

The Company issued 6,000,000 common share purchase warrants to the existing shareholders of Hunter Sales. Each consideration warrant is exercisable at a price of $0.23 for a period of twenty-four months following issuance.

Earnings (Loss) per Share

The Company presents basic and diluted earnings per share ("EPS") data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated using the treasury stock method.

Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the reporting periods. However, in periods where a net loss is reported, outstanding options and warrants are excluded from the calculation of diluted loss per share, as they are anti-dilutive and as a result diluted loss per share is equal to the basic loss per share.

Disclosure of Outstanding Security Data

Common Shares

As at the date of this MD&A and May 31, 2025, the Company had 22,033,400 and 22,033,400 common shares issued and outstanding, respectively.

Warrants

As at the date of this MD&A and May 31, 2025, the Company has 5,300,000 share purchase warrants outstanding.

Additional Information

Additional information relating to Clara Technologies Corp. is located at www.sedarplus.ca.