Clara Technologies Corp. — Management Reports 2026

Apr 28, 2026

MANAGEMENT DISCUSSION FOR CLARA TECHNOLOGIES CORP. FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026 PREPARED AS OF APRIL 22, 2026

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 three and nine months ended February 28, 2026 and 2025. 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 April 22, 2026.

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. On February 24, 2025, the Company closed on the agreement.

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 nine-month period ended February 28, 2026, the Company incurred a net loss of $986,611 compared to a net loss of $165,131 during the same period in fiscal 2025. The increase in net loss in the most recently completed fiscal year is primarily due to professional fees, consulting, marketing and general and administrative expenses which increased in fiscal 2025. The Company anticipates that its working capital as of November 30, 2025, of $459,341 will fund operations for the next 12-month period. Other than the costs stated above, the Company does not anticipate incurring any other material capital expenditures during the next 12-month period.

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Summary of Financial Results for Most Recently Completed Quarterly Periods

The following table summarizes the financial results of operations for the quarters ended February 28, 2026 November 30, 2025 August 31, 2025, and May 31, 2025:

	3rd Quarter ended February 28, 2026 $	2nd Quarter ended November 30, 2025 $	1st Quarter ended August 31, 2025 $	4th Quarter ended May 31, 2025 $
Income	329	542	68	4,834
SR&ED rebate	35,102	-	-	-
Forgiven loans from related parties	-	-	-	140,000
Currency translation adjustment loss/(gain)	(51,576)	52,557	-	-
Stock based compensation expense	4,308,750	1,436,250	-	-
Operating Expenses	395,028	440,506	186,137	119,631
Net income (loss)	(4,616,771)	(1,928,771)	(186,069)	25,203
Loss per share - basic & diluted	(0.17)	(0.07)	(0.00)	(0.01)

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

	3rd Quarter ended February 28, 2025 $	2nd Quarter ended November 30, 2024 $	1st Quarter ended August 31, 2024 $	4th Quarter ended May 31, 2024 $
Income	1,372	6,269	18,767	5,385
Operating Expenses	97,522	44,267	49,670	135,163
Net income (loss)	(96,150)	(37,998)	(30,903)	(129,778)
Loss per share - basic &	(0.00)	(0.00)	(0.00)	(0.01)

Factors causing significant variations in quarterly results are as follows:

Revenues

Total revenue for the three months ended February 28, 2026, was $329 compared to $1,372 for the three months ended February 28, 2025. The decrease in revenue is primarily due to foreign exchange gain of $1,372. Revenue from sales of subscriptions for the three months ended February 28, 2026, was $329 compared to $0 for three months ended February 28, 2025.

Total revenue for the three months ended November 30, 2025, was $542 compared to $6,269 for the three months ended November 30, 2024. The decrease in revenue is primarily due to decreased consulting services and subscriptions. Revenue from sales of consulting services for the three months ended November 30, 2025, was $0 compared to $5,442 for the three months ended November 30, 2024. Revenue from sales of subscriptions for the three months ended November 30, 2025, was $542 compared to $827 for three months ended November 30, 2024.

Total revenue for the three months ended August 31, 2025, was $68 compared to $18,767 for the three months ended August 31, 2024. The decrease in revenue is primarily due to decreased sales of consulting services. Revenue from sales of consulting services for the three months ended August 31, 2025, was $0 compared to $17,350 for the three months ended August 31, 2024. Revenue from sales of subscriptions for the three months ended August 31, 2025, was $68 compared to $1,417 for three months ended August 31, 2024.

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Total revenue for the three months ended May 31, 2025, was $4,834 compared to $5,385 for the three months ended May 31, 2024. The decrease in revenue is primarily due to overall decreased sales of consulting services and subscriptions. Revenue from sales of consulting services for the three months ended May 31, 2025, was $4,834 compared to $3,968 for the three months ended May 31, 2024. Revenue from sales of subscriptions for the three months ended May 31, 2025, was $0 compared to $1,417 for three months ended May 31, 2024.

Operating Expenses

For the three months ended February 28, 2026, operating expenses increased by $297,506 from $97,522 for the three months ended February 28, 2025 to $395,028 for the three months ended February 28, 2026 (note – reversal of stock base compensation has been reversed and is a stand-alone line item) primarily as a result of:

Operating Expense	Increase / Decrease in Expenses	Explanation for Change
Marketing	Increase of $64,817	Increased due to the Company increasing marketing efforts for the digital app
Professional fees	Increase of $240,502	Increased due to legal fees, audit fees and filing fees
Director fees	Increase of $14,280	Increased due to new directors and officers after acquisition
Project consulting	Decrease of $28,111	Decrease due to less project costs incurred during management transition

For the three months ended November 30, 2025, operating expenses increased by $448,796 from $44,267 for the three months ended November 30, 2024 to $493,063 for the three months ended November 30, 2025 primarily as a result of:

Operating Expense	Increase / Decrease in Expenses	Explanation for Change
Marketing	Increase of $72,092	Increased due to the Company increasing marketing efforts for the digital app
Professional fees	Increase of $283,049	Increased due to legal fees, audit fees and filing fees
Director fees	Increase of $16,380	Increased due to new directors and officers after acquisition

For the three months ended August 31, 2025, operating expenses increased by $136,467 from $49,670 for the three months ended August 31, 2024 to $186,137 for the three months ended August 31, 2025 primarily as a result of:

Operating Expense	Increase / Decrease in Expenses	Explanation for Change
General and administrative	Increase of $19,280	Increased due to office rent, director and officer insurance and general office expenses
Marketing	Increase of $22,731	Increased due to the Company increasing marketing efforts to promote Sales Buddi
Professional Fees	Increase of $84,996	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 May 31, 2025, operating expenses decreased by $15,532 from $135,163 for the three months ended May 31, 2024 to $119,631 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.

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Net Income (Loss)

The net loss for the three months ended February 28, 2026 was $4,616,771, compare to ($96,150) for the three months ended February 28, 2025. The Company had a net loss because the on January 29, 2026, the Company’s Board of Directors approved the cancellation of an aggregate of 1,500,000 stock options that had been previously granted on June 24, 2025. As a result, $4,308,750 was recognized as stock-based compensation, offset by SR&ED rebate of $35,102 and currency translation of $51,576, reduced by operating expenses.

The net loss for the three months ended November 30, 2025 was $1,928,771, compare to $37,998 for the three months ended November 30, 2024. The Company’s operating loss increased due stock-based compensation of $1,436,250.

The net loss for the three months ended August 31, 2025 was $186,069, compare to $30,903 for the three months ended August 31, 2024. The Company’s operating loss decreased due to the factors discussed above.

The net income (loss) for the three months ended May 31, 2025 was $25,203, compare to $(129,778) for the three months ended May 31, 2024. The Company’s operating loss decreased due to the factors discussed above and due to $140,000 of forgiven loans from related party recognized as income.

Liquidity and Capital Resources

As at February 28, 2026 and May 31, 2025, the Company had a cash balance of $1,168,779 and $31,606, respectively. The Company had working capital $1,191,067 and $(123,569) at February 28, 2026 and May 31, 2025, respectively.

| | Cash Flows
For the nine months ended | |
| --- | --- | --- |
| | February 28, 2026 | February 28, 2025 |
| Net Cash used in Operating Activities | ($1,074,824) | ($12,153) |
| Net Cash provided by Financing Activities | 2,211,997 | - |
| Net Change in Cash | $1,137,173 | ($12,153) |

The cash flows used in operating activities increased by $1,062,671 to ($1,074,824) for the nine months ended February 28, 2026 from ($12,153) for the comparative period. The increase in cash flows from operating activities represents the effect on cash flows from net losses ($6,731,611) adjusted for items not affecting cash, principally: amortization $29,250, stock based compensation $5,745,000, accounts receivable ($64,250) and accounts payable ($53,213).

Cash provided by financing activities for the nine months ended February 28, 2026 increased by $2,211,997 compared to the nine months ended February 28, 2025. During the nine months ended February 28, 2026, there were $1,242,000 in warrants exercised, $1,029,997 of contributed surplus from related party and ($60,000) in short term loan repayments. During the nine months ended February 28, 2025, there were no financing activities.

There were no investing activities for the nine-month period ended February 28, 2026 and 2025.

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 February 28, 2026 and May 31, 2025, the Company had 27,233,400 and 22,033,400 common shares issued and outstanding, respectively.

On February 24, 2025, the Company issued an aggregate of 6,000,000 common shares at a price of $0.18 and 6,000,000 common share purchase warrants to the existing shareholders of Hunter Sales at a 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.

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Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

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 February 28, 2026, the Company’s owed $971 to an officer of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.

Critical Accounting Estimates

A detailed summary of all of the Company's significant accounting policies is included in Note 3 to the audited financial statements for the fiscal year ended May 31, 2025. Some of these policies are also described in Note 2 to the unaudited condensed consolidated interim financial statements for the period ended February 28, 2026.

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 February 28, 2026. 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 materially affect the final amount of deferred taxes or the timing of tax payments.

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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 and Note 3 to the unaudited interim condensed consolidated financial statements for the period ended February 28, 2026.

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 27,233,400 Common Shares are issued and outstanding as at February 28, 2026 as fully paid and non-assessable. The Company initially issued 3,900,000 common shares. 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 Co Pty Ltd.. 5,900,000 of common shares were issued pursuant to the share warrants exercise. 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.

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.

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Stock Options

The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable options to purchase its common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares. The vesting conditions, if any, for stock options granted are determined at the discretion of the Company’s Board of Directors. The issuer intends to seek shareholder approval to its newly adopted 10% rolling stock option plan dated June 24, 2025 at its annual general meeting.

On June 24, 2025, the Company granted 1,500,000 stock options to its directors and officer at an exercise price of $4.24 per option, with the expiry date June 24, 2035. The options vest quarterly over a 12-month period.

On January 29, 2026, the Company’s Board of Directors have approved the cancellation of an aggregate of 1,500,000 stock options previously granted on June 24, 2025. Following the cancellation of the stock options on January 29, 2026, share based compensation expense of $4,308,750 was recognized immediately.

Warrants

As at February 28, 2026, 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. As at February 28, 2026, there are 100,000 purchase share warrants are outstanding.

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.

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Disclosure of Outstanding Security Data

Common Shares

As at the date of this MD&A and February 28, 2026, the Company had 27,233,400 and 27,233,400 common shares issued and outstanding, respectively.

Warrants

As at the date of this MD&A and February 28, 2026, the Company has 100,000 and 100,000 purchase share warrants outstanding.

Additional Information

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