Collingwood Resources Corp. — Management Reports 2025

Jul 30, 2025

COLLINGWOOD RESOURCES CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEARS ENDED
MARCH 31, 2025 AND 2024

---

Collingwood Resources Corp.
Management's Discussion and Analysis
Year Ended March 31, 2025 and 2024

Introduction

The following Management's Discussion and Analysis ("MD&A") is dated July 29, 2025 and should be read in conjunction with the financial statements of Collingwood Resources Corp. ("Collingwood" or the "Company") for the year ended March 31, 2025. Collingwood prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS").

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Collingwood common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations can be obtained from www.sedarplus.com.

Cautionary Note Regarding Forward-Looking Information

Certain statements contained in the following MD&A constitute forward-looking statements. Such forward looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Description of Business

The Company was incorporated as a private company by Certificate of Incorporation issued pursuant to the provisions of the British Columbia Business Corporations Act on December 7, 2011. It completed an Initial Public Offering ("IPO") on May 10, 2018 and is classified as a Capital Pool Company ("CPC") in accordance with Policy 2.4 of the TSX Venture Exchange ("TSX-V").

The Company has not commenced commercial operations and has no assets other than cash. The Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a transaction where the Company acquires significant assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means (a "Qualifying Transaction"). Any proposed Qualifying Transaction must be accepted by the TSX-V.

The Company's head office and registered and records office address is 25th Floor, 700 W Georgia St Vancouver, BC, V7Y 1B3.

The financial statements of the Company are presented in Canadian dollars, which is the functional currency of the Company, unless otherwise noted.

The Company's continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition of, a participation in or an interest in properties, assets or businesses. Such an acquisition will be subject to regulatory approval and may be subject to shareholder approval. The financial statements do not include any adjustments to assets or liabilities should the Company be unable to continue in existence.

---

Collingwood Resources Corp.

Management's Discussion and Analysis

Year Ended March 31, 2025 and 2024

OVERALL PERFORMANCE

Performance Highlights

	2025	2024	2023
Other income	$ 15,609	$ 17,204	$ 6,244
Net loss	(75,161)	(81,746)	(70,045)
Net loss per share - basic and diluted	(0.02)	(0.04)	(0.06)
Cash used in operations	(90,776)	(53,473)	(58,117)
Total assets	686,306	547,636	385,507

The net loss for the year ended March 31, 2025, was $75,161 compared to a net loss of $81,746 for the year ended March 31, 2024. The increase in net loss was due to increased accounting, audit and filing fees for the period.

The Company continues to incur legal and accounting fees classified as professional fees, and office and miscellaneous fees.

Cash used in operations for the year ended March 31, 2025, was $90,776 compared to $53,473 for the year ended March 31, 2024. The cash used in operations increased due to payments of accounts payable and accrued liabilities.

Total assets increased from 2024 to 2025 due to the private placement financing. At March 31, 2025, the Company had total assets of $686,306 as compared to $547,636 at March 31, 2024.

RESULTS OF OPERATIONS

	Three Months Ended March 31, 2025	Three Months Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
	$	$	$	$
EXPENSES
Consulting fees (Note 5)	6,000	6,000	24,000	24,000
Filing fees	(1,125)	-	6,823	3,743
Office and miscellaneous	3,066	3,016	12,246	12,091
Professional fees (Note 5)	12,892	15,690	39,663	31,651
Shareholder communications	2,291	2,565	8,038	10,261
Loss from operations	(23,124)	(27,271)	(90,770)	(81,746)
Interest income	-	-	15,609	17,204
Loss and comprehensive loss for the period	(23,124)	(27,271)	(75,161)	(64,542)
Basic and diluted loss per common share	$ (0.00)	$ (0.01)	$ (0.02)	$ (0.04)
Weighted average common shares outstanding - Basic and diluted	4,840,016	2,440,016	3,564,400	1,570,562

---

Collingwood Resources Corp.
Management's Discussion and Analysis
Year Ended March 31, 2025 and 2024

Results of Operations for the three-month period ended March 31, 2025 compared to 2024

The comprehensive loss for the three-month period ended March 31, 2025 was $23,124 (2024 - $27,271). The net loss decreased as a result of decreased accounting and audit fees during the period.

Significant expenses are as follows:

• Consulting fees of $6,000 (2024 - $6,000) are associated with payments for general consulting services to a director and are consistent period over period.
• Office and miscellaneous of $3,066 (2024 - $3,016) primarily consists of rent expense and was comparable period over period.
• Professional fees of $12,892 (2023 - $15,690) primarily consist of financial reporting support and legal fees.

Results of Operations for the year ended March 31, 2025 compared to 2024

The comprehensive loss for the year ended March 31, 2025 was $75,161 (2024 - $64,542). The net loss increased as a result of increased accounting, audit and filing fees during the period.

Significant expenses are as follows:

• Consulting fees of $24,000 (2024 - $24,000) are associated with payments for general consulting services to a director and was consistent period over period.
• Office and miscellaneous of $12,246 (2024 - $12,091) primarily consists of rent expense and was comparable period over period.
• Professional fees of $39,663 (2024 - $31,651) primarily consists of financial reporting support and legal fees and increased as a result of increased accounting, audit and filing fees during the period.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The Company utilizes existing cash and the issuance of equity instruments to provide liquidity to the Company. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due.

On October 11, 2024, the Company completed a private placement of 2,400,000 common shares, at a price of $0.10 per share, for gross proceeds of $240,000. The Company paid $14,100 in finders' fees.

The following table shows how the activities of the Company were financed:

	2025	2024
Cash on hand, beginning of the period	$ 546,471	$ 385,196
Cash flows from operations	(90,776)	(53,473)
Cash flows from financing	225,900	214,748
Cash on hand, end of the period	$ 681,595	$ 546,471

Contractual Obligations

There are no significant contractual obligations.

---

Collingwood Resources Corp.
Management's Discussion and Analysis
Year Ended March 31, 2025 and 2024

PROPOSED TRANSACTIONS

There are no proposed transactions.

SELECTED FINANCIAL INFORMATION

Summary of Quarterly Results

The following table sets forth selected unaudited quarterly financial information for each of the last eight most recently completed financial periods.

	Mar 31, 2025	Dec 31, 2024	Sept 30, 2024	June 30, 2024
Other income	$ -	$ 15,609	$ -	$ -
Net loss	(23,124)	(6,512)	(38,564)	(17,961)
Basic and diluted loss per share	(0.00)	(0.00)	(0.02)	(0.01)
Total assets	686,306	693,427	495,629	507,921
	Mar 31, 2024	Dec 31, 2023	Sept 30, 2023	June 30, 2023
Other income	$ -	$ 17,116	$ 40	$ 48
Net loss	(27,271)	(3,341)	(18,454)	(15,476)
Basic and diluted loss per share	(0.01)	(0.00)	(0.01)	(0.01)
Total assets	547,636	560,029	360,137	375,870

OFF-BALANCE SHEET ARRANGEMENTS

Disclosure is required of all off-balance sheet arrangements that are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company. Collingwood does not have such off-balance sheet arrangements.

RISK FACTORS

Investing in the common shares of the Company involves risk. Prospective investors should carefully consider the risks described below, together with all of the other information included in this MD&A before making an investment decision. If any of the following risks actually occurs, the business, financial condition or results of operations of the Company could be harmed. In such an event, the trading price of the common shares could decline, and prospective investors may lose part or all of their investment.

No Operating History

The Company was incorporated on December 7, 2011, has not commenced commercial operations, and has no assets other than cash. The Company has neither a history of earnings nor has it paid any dividends and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future. Until Completion of the Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. The Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction. Even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction.

---

Collingwood Resources Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025 and 2024

Trading Suspension or Delisting

Trading in the common shares of the Company may be halted or delisted by the TSX-V for a variety of reasons, including for failure by the Company to submit documents to the TSX-V in the time periods required or otherwise comply with TSX-V policies, or in connection with the announcement by the Company of a material transaction.

TSX-V May Not Approve a Qualifying Transaction

Completion of a Qualifying Transaction is subject to a number of conditions including acceptance by the TSX-V and in the case of a Non-Arm's Length Qualifying Transaction, Majority of the Minority Approval as such terms are defined in Policy 2.4.

Notwithstanding that a transaction may meet the definition of a Qualifying Transaction; the TSX-V may not approve a Qualifying Transaction:

a) if the Company fails to meet the initial listing requirements prescribed by Policy 2.1 – Initial Listing Requirements of the TSX-V upon Completion of the Qualifying Transaction; or
b) if, following Completion of the Qualifying Transaction, the Company will be a finance company, or a mutual fund as defined under applicable securities laws; or
c) the consideration proposed to be paid by the Company in connection with the Qualifying Transaction is not acceptable to the TSX-V; or
d) for any other reason at the sole discretion of the TSX-V; or
e) COVID-19 risk to complete Qualifying Transaction.

Approval by the Majority of the Minority

Where Majority of the Minority Approval is required, unless the shareholder has the right to dissent and be paid fair value in accordance with the applicable corporate or other law, a shareholder who votes against a proposed Non-Arm's Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Company of fair value for the common shares.

Dilution

If the Company issues treasury shares to finance acquisition or participation opportunities, control of the Company may change, and subscribers may suffer dilution of their investment.

The Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company.

Directors and Officers

The directors and officers of the Company will not be devoting all of their time to the affairs of the Company but will be devoting such time as required to effectively manage the Company. Some of the directors and officers of the Company are engaged and will continue to be engaged in the search for assets or businesses on their own behalf or on behalf of others such that conflicts may arise from time to time. As a consequence of such conflicts, the Company may be exposed to liability and its ability to achieve its business objectives may be impaired.

Reliance on Management

The Company is relying solely on the past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its directors and officers. The loss of any of its directors or officers could have a material adverse effect upon the business and prospects of the Company.

---

Collingwood Resources Corp.
Management’s Discussion and Analysis
Year Ended March 31, 2025 and 2024

Trading of the Common Shares

There can be no assurance that an active and liquid market for the Company’s Common Shares will develop and an investor may find it difficult to resell its Common Shares.

Upon public announcement of a proposed Qualifying Transaction, trading in the Common Shares of the Company will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained (if required) and certain preliminary reviews have been conducted. The Common Shares of the Company may be reinstated to trading before the TSX-V has reviewed the transaction and before a Sponsor, if any, has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Company completing the proposed Qualifying Transaction;

Trading in the Common Shares of the Company may be halted at other times for other reasons, including for failure by the Company to submit documents to the TSX-V in the time periods required;

Critical Accounting Estimates

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

CONTROLS AND PROCEDURES

Disclosure controls and procedures (‘DC&P’) are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting (‘ICFR’) are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

TSX Venture listed companies are not required to provide representations in filings relating to the establishment and maintenance of DC&P and ICFR, as defined in National Instrument NI- 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Company’s financial reporting framework. The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding absence of misrepresentations and fair disclosures of financial information. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the accompanying financial statements are summarized below and include transactions with the following individuals or entities:

---

Collingwood Resources Corp.

Management's Discussion and Analysis

Year Ended March 31, 2025 and 2024

Key management personnel

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management includes executive and non-executive members of the Company's Board of Directors, the CEO and CFO.

haywood

The Company incurred consulting fees and rent of $36,000 (2024 - $36,000) with a corporate services firm of which a director of the Company is an officer and had accounts payable of $6,300 (2024 - $22,050) to the firm.

During the year ended March 31, 2025, the Company incurred share issuance costs, legal and filing fees of $20,673 (2024 - $11,000) with a legal firm of which a former director of the Company is a partner. As of March 31, 2025, the Company had accounts payable and accrued liabilities of $18,123 (2024 - $nil) to the same law firm.

OUTSTANDING SHARE DATA

Common shares

The following table sets forth the Company's outstanding share data as of the date of this MD&A:

Total common shares	4,840,016
Total outstanding stock options	10,000
Total diluted common shares	4,850,016