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ECC Ventures 4 Corp. — Management Reports 2026
Apr 14, 2026
48033_rns_2026-04-13_ea0a8542-2a3f-4f42-9c2b-c5ffddff25f7.pdf
Management Reports
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ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
Dated: April 15, 2026
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
This management's discussion and analysis ("MD&A") reports on the operating results and financial condition of ECC Ventures 4 Corp. (the "Company" or "ECC4") for the year ended December 31, 2025. This MD&A should be read in conjunction with the Company's audited annual financial statements for the years ended December 31, 2025 and 2024 and the notes thereto which were prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (referred to as the "Financial Statements"). Other information contained in these documents has also been prepared by management and is consistent with the data contained in the Financial Statements. All the dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.
The Company's certifying officers, based on their knowledge, having exercised reasonable diligence, are also responsible to ensure that this filing does not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the periods covered by this filing. The Financial Statements together with the other financial information included in this filing fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented in this filing. The Board of Directors approves the Financial Statements and MD&A and ensures that management has discharged its financial responsibilities. The Board's review is accomplished principally through the Audit Committee, which meets periodically to review all financial reports, prior to filing.
APPROVAL
The Board of Directors of the Company has approved the disclosure contained in this MD&A.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This MD&A includes "forward-looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith, and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein.
Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially
ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
from those anticipated in such forward-looking statements. These forward-looking statements include but are not limited to statements concerning:
- The Company's ability to identify, successfully negotiate and/or finance an acquisition of a new business opportunity;
- The Company's success at completing future financings;
- The Company's strategies and objectives;
- General business and economic conditions;
- The Company's ability to meet its financial obligations as they become due;
- The positive cash flows and financial viability of new business opportunities;
- The Company's ability to manage growth with respect to a new business opportunity; and
- The Company's tax position, anticipated tax refunds and the tax rates applicable to the Company.
Readers are cautioned that the preceding list of risks, uncertainties, assumptions, and other factors are not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in or implied by these forward-looking statements. Due to the risks, uncertainties, and assumptions inherent in forward-looking statements, investors in securities of the Company should not place undue reliance on these forward-looking statements.
CORPORATE OVERVIEW AND OUTLOOK
ECC4 was incorporated on January 14, 2021 under the laws of British Columbia and is classified as a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange ("TSX-V" or "Exchange") Policy 2.4. The Company's head office is located at 515 – 701 West Georgia Street, Vancouver, British Columbia, V7Y 1C6, and the records and registered office is located at 2200 HSBC Building 885 West Georgia Street, British Columbia, V6C 3E8.
Since its incorporation on January 14, 2021, the Company has had no active business operations. As a CPC, the Company's business objective is to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction ("QT"), as defined in Exchange Policy 2.4 subject, in certain cases, to shareholder approval and acceptance by the TSX-V. The Company has an accumulated deficit of $493,454 as at December 31, 2025. The Company currently has insufficient liquidity to meet its operational requirements for the next fiscal year. Additionally, the Company's continued operations are dependent upon its ability to identify, evaluate and successfully negotiate an agreement to acquire an interest in a sustainable/viable business operation. There is no assurance that the Company will identify a business or asset that warrants acquisition or participation, and/or will be able to obtain the financing necessary to support a new business acquisition. All the preceding indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. The Financial Statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in anything other than the normal course of business and at amounts different from those reflected in the Financial Statements.
ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
SELECTED ANNUAL INFORMATION¹
| For the year ended December 31, 2025 | For the year ended December 31, 2024 | For the year ended December 31, 2023 | |
|---|---|---|---|
| Comprehensive loss: | |||
| (i) total for the year | $(72,473) | $(171,303) | $(60,511) |
| (ii) per share² | $(0.02) | $(0.05) | $(0.02) |
| Total assets | $1,351 | $57,653 | $228,629 |
| Total current liabilities | $26,828 | $10,657 | $10,330 |
| Total long-term financial liabilities | $nil | $nil | $nil |
¹ Audited financial information prepared in accordance with IFRS.
² The weighted average number of common shares outstanding used for the calculation of loss per share, excludes the 2,000,000 common shares held in escrow (see Share Capital section for further details of the escrow terms).
SUMMARY OF QUARTERLY RESULTS¹
| 4^{th} Quarter Ended December 31, 2025 | 3rd Quarter Ended September 30, 2025 | 2^{nd} Quarter Ended June 30, 2025 | 1^{st} Quarter Ended March 31, 2025 | |
|---|---|---|---|---|
| Revenue | $- | $- | $- | $- |
| Loss for the period | $(10,821) | $(29,419) | $(14,770) | $(17,463) |
| Basic/diluted loss per share² | $(0.002) | $(0.01) | $(0.004) | $(0.005) |
| 4^{th} Quarter Ended December 31, 2024 | 3^{rd} Quarter Ended September 30, 2024 | 2^{nd} Quarter Ended June 30, 2024 | 1^{st} Quarter Ended March 31, 2024 | |
| Revenue | $- | $- | $- | $- |
| Loss for the period | $(55,134) | $(59,793) | $(25,516) | $(30,860) |
| Basic/diluted loss per share² | $(0.02) | $(0.02) | $(0.00) | $(0.005) |
¹ Unaudited financial information prepared in accordance with IFRS.
² The weighted average number of common shares outstanding used for the calculation of loss per share excludes 2,000,000 common shares held in escrow (see Share Capital section for further details of the escrow terms).
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2025 AND FOR THE COMPARATIVE PERIOD OF THREE MONTHS AND YEAR ENDED DECEMBER 31, 2024
Administration and bank charges for the three months and year ended December 31, 2025 were $3,168 and $12,672, respectively, compared to $3,018 and $12,072 for the three months and year ended December 31, 2024, respectively. These charges were for administration of the Company's office, maintenance of the Company's bank account and for rent.
Professional fees for the three months and year ended December 31, 2025 were $7,619 and $33,252, respectively, compared to $52,116 and $151,350 for the three months and year ended December 31, 2024, respectively. These fees were incurred for accounting, due diligence and legal services, and audit accrual.
ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
Transfer agent and filing fees for the three months and year ended December 31, 2025 were $34 and $8,886, respectively, compared to $Nil and $7,881 for the three months and year ended December 31, 2024, respectively. The fees include transfer agent fees, TSX-V fees, and SEDAR fees.
Impairment of GST receivable for the three months and year ended December 31, 2025 amounted to $Nil and $17,663, respectively, compared to $nil and $nil for the three months and year ended December 31, 2024, respectively. During the current period, the Company has written down all its GST receivable as the Company does not qualify for input tax credits given that it does not have active business operations.
Loss and comprehensive loss for the period
As a result of the activities discussed above, the Company experienced a loss and comprehensive loss for the three months and year ended December 31, 2025 of $10,822 and $72,473, respectively, compared to $55,134 and $171,303 for the three months and year ended December 31, 2024, respectively.
SHARE CAPITAL
Authorized
Unlimited number of common and preferred shares without par value.
Issued and outstanding
As at December 31, 2024, 2025, and as at the date of this MD&A the Company has 5,650,000 common shares issued and outstanding.
Stock options
On February 5, 2021, the Company adopted a stock option plan (the "Stock Option Plan") whereby it can grant incentive stock options to directors, officers, employees, and technical consultants of the Company. The maximum numbers of shares that may be reserved for issuance under the Stock Option Plan is limited to 10% of the issued common shares of the Company at any time. The vesting period for all options is at the discretion of the Board of Directors. The exercise price will be set by the Board of Directors at the time of grant and cannot be less than the discounted market price of the Company's common shares.
The Stock Option Plan provides that the number of common shares that may be reserved for the issuance to any one individual upon exercise of all stock options held by such an individual may not exceed 5% of the issued common shares, if the individual is a director or officer, or 2% of the issued common shares, if the individual is a consultant or engaged in providing investor relations services, on a yearly basis. All options granted under the Stock Option Plan will expire not later than the date that is ten years from the date that such options are granted. Options terminate earlier as follows: (i) immediately in the event of dismissal with cause; (ii) 90 days from date of termination other than for cause; or (iii) one year from the date of death or disability. Options granted under the Stock Option Plan are not transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession. All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a QT must be deposited in escrow until the final exchange bulletin relating to a QT is issued.
ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
A summary of the Company's stock option activity is as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, December 31, 2023, 2024, 2025, and the date of this MD&A | 565,000 | $0.10 |
As at December 31, 2025, and the date of this MD&A, outstanding options were as follows:
| Grant Date | Outstanding and Exercisable | Exercise Price | Expiry Date | Remaining Contractual Life (Years) |
|---|---|---|---|---|
| June 15, 2021 | 565,000 | $0.10 | June 15, 2031 | 5.46 |
| Fully vested and exercisable, December 31, 2025, and as of the date of this MD&A | 565,000 | $0.10 |
Agent options
A summary of the Company's agent option activity is as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, December 31, 2023, 2024, 2025, and the date of this MD&A | 200,000 | $0.10 |
As at December 31, 2025, and the date of this MD&A, outstanding agent options were as follows:
| Grant Date | Outstanding and Exercisable | Exercise Price | Expiry Date | Remaining Contractual Life (Years) |
|---|---|---|---|---|
| June 15, 2021 | 200,000 | $0.10 | June 15, 2026 | 0.45 |
| Fully vested and exercisable, December 31, 2025 and as of the date of this MD&A | 200,000 | $0.10 |
Escrowed shares
Upon completion of the Company's IPO the 2,000,000 common shares issued at $0.05 per share are being held in escrow pursuant to the requirements of the Exchange. Twenty five percent of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (as defined in the policies of the Exchange) (the "Initial Release") relating to the completion of a QT, and an additional twenty five percent will be released on each of the dates which are six, twelve and eighteen months following the Initial Release.
All common shares acquired on exercise of stock options granted to directors and officers of the Company prior to completion of the QT, must also be deposited in escrow until the Final Exchange Bulletin is issued.
ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
All common shares acquired in the secondary market prior to completion of a QT by a Control Person (as defined in the policies of the Exchange), are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be subject to escrow.
LIQUIDITY AND CAPITAL RESOURCES
The Company defines capital as consisting of shareholder's deficiency (comprised of issued share capital, contributed surplus and deficit). The Company's objectives when managing capital are to support the identification and acquisition of a new business opportunity and thus the creation of shareholder value as well as to ensure that the Company can meet its financial obligations as they become due.
The Company manages its capital structure to maximize its financial flexibility by adjusting it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital but rather relies on the expertise of the Company's management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. As at December 31, 2025, the Company is not subject to any externally imposed capital requirements or debt covenants. There were no changes to management's approach to capital management during the year.
A summary of the Company's cash flows during the years ended December 31, 2025, and the year ended December 31, 2024 is as follows:
| For the year ended December 31, 2025 | For the year ended December 31, 2024 | ||
|---|---|---|---|
| Cash flows used in operating activities | $ | (38,639) | $ (179,734) |
| Change in cash for the year | (38,639) | (179,734) | |
| Cash, beginning of the year | 39,990 | 219,724 | |
| Cash, end of the year | $ | 1,351 | $ 39,990 |
Cash flows used in operating activities were $38,639 during the year ended December 31, 2025, compared to $179,734 for the year ended December 31, 2024. The cash was used to pay for administrative expenditures.
As a result of the above activities, at December 31, 2025, the Company has $1,351 of cash to settle current liabilities of $26,828. As such the Company has insufficient cash to fund corporate overhead costs and the repayment of the Company's debt obligations for the next year.
Additionally, the Company has insufficient funds from which to finance any identified business acquisition and as such will require additional financing to accomplish the Company's long-term strategic objectives. Future funding may be obtained by means of issuing share capital and/or debt financing. There can be no certainty of the Company's ability to raise additional financing through these means. If the Company is
ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
unable to continue to finance itself through these means, it is possible that the Company will be unable to continue as a going concern.
The Financial Statements have been prepared in accordance with IFRS applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. The accompanying interim financial statements do not reflect adjustments that may be necessary if the going concern assumption were not appropriate. If the going concern basis were not appropriate, adjustments may be necessary to the carrying amounts and/or classification of assets and/or liabilities and the reported expenses in these financial statements. Such adjustments could be material.
RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Key management personnel include those persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has identified its directors and certain senior officers as its key management personnel and the compensation costs for key management personnel and companies related to them are recorded at their exchange amounts as agreed upon by transacting parties.
During the years ending December 31, 2025 and 2024 there was no key management compensation. There were no related party transactions during the years ended December 31, 2025 and 2024.
As at December 31, 2025, $nil (December 31, 2024 - $nil) was due to related parties.
RISKS AND UNCERTAINTIES
Strategic Risk
At present, the Company has very limited sources of funding from which to repay its existing obligations and fund on-going operating costs. If the Company is unable to obtain adequate additional financing, management might be required to curtail the Company's operations. If future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case its ability to continue as a going concern may be adversely affected.
There is also no guarantee that the Company will be able to complete the acquisition of or participation in a new business opportunity. If an acquisition of or the participation in corporations, properties, assets or businesses is identified, the Company may find that even if the terms of an acquisition or participation are economic, it may not be able to finance such acquisition or participation, and additional funds will be required to enable the Company to pursue such an initiative. There is no guarantee that additional financing will be available or that it will be available on terms acceptable to management of the Company. The Company will be competing with other companies, many of which will have far greater resources and
ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
experience than the Company. No assurance can be given that the Company will be successful in raising the funds required for an acquisition.
Lack of Dividend Policy
The Company does not presently intend to pay cash dividends in the foreseeable future, as any earnings are expected to be retained for use in developing and expanding its business. However, the actual amount of dividends received from the Company will remain subject to the discretion of the Company's Board of Directors and will depend on results of operations, cash requirements and future prospects of the Company and other factors.
Possible Dilution to Present and Prospective Shareholders
The Company's plan of operation, in part, contemplates the accomplishment of business negotiations by the issuance of cash, securities of the Company, or a combination of the two, and possibly, incurring debt. Any transaction involving the issuance of previously authorized but unissued common shares would result in dilution, possibly substantial, to present and prospective holders of common shares.
Dependence of Key Personnel
The Company strongly depends on the business and technical expertise of its management and key personnel. There is little possibility that this dependence will decrease in the near term. As the Company's operations expand, additional general management resources will be required, especially since the Company encounters risks that are inherent in doing business in several countries.
FINANCIAL INSTRUMENTS
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Market Risk
Market risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate because of changes in market prices or prevailing conditions. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk and are disclosed as follows:
(i) Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company holds no financial instruments that are denominated in a currency other than Canadian dollars. As at December 31, 2025, the Company is not exposed to currency risk.
ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
(ii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in market risk. The Company's sensitivity to interest rates relative to its cash balances is currently immaterial. The Company also has no long-term debt with variable interest rates, so it has no negative exposure to changes in the market interest rate.
(iii) Price rate risk
The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Management closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Given the Company's limited market exposure at this time, it has assessed there to be a low level of price rate risk.
Credit Risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality financial institutions. Management believes that the credit risk related to its cash is negligible. The Company's maximum exposure to credit risk is equal to the carrying amount of cash.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. At December 31, 2025, the Company has a cash balance of $1,351 to settle current liabilities of $26,828.
The Company has insufficient funds from which to finance any identified business acquisition and as such will require additional financing to accomplish the Company's long-term strategic objectives. Future funding may be obtained by means of issuing share capital and/or debt financing. There can be no certainty of the Company's ability to raise additional financing through these means. If the Company is unable to continue to finance itself through these means, it is possible that the Company will be unable to continue as a going concern.
Consequently, the Company is exposed to liquidity risk as at December 31, 2025.
Fair Value Measurements
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and
- Level 3 – Inputs that are not based on observable market date.
As at December 31, 2025 the Company's financial instruments consist of cash, and accounts payable and accrued liabilities. These financial instruments are classified as amortized cost. The fair values of these financial instruments approximate their carrying values because of their short-term nature and/or the existence of market related interest rates on the instruments.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year included:
Income tax
Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in profit or loss both in the period of change, which would include any impact on cumulative provisions, and in future periods. Deferred tax assets (if any) are recognized only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those deferred tax assets are likely to reverse and a judgment as to whether or not there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets as well as the amounts recognized in profit or loss in the period in which the change occurs.
Stock options
Determining the fair value of stock options requires estimates related to the choice of a pricing model, the estimation of stock price volatility, the expected forfeiture rate and the expected term of the underlying instruments. Any changes in the estimates or inputs utilized to determine fair value could have a significant impact on the Company's future operating results or on other components of shareholders' equity.
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ECC VENTURES 4 CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AS AT AND FOR THE YEAR ENDED DECEMBER 31, 2025
CRITICAL ACCOUNTING JUDGEMENT
Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the statements are, but are not limited to, the following:
Going Concern
The Company's management has assessed the Company's ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future. The factors considered by management are disclosed in Note 1 of the Financial Statements.
PROPOSED QUALIFYING TRANSACTION
No transactions are proposed.
OFF-BALANCE SHEET ARRANGEMENT
The Company currently has no off-balance sheet arrangement.
ADDITIONAL INFORMATION
Additional information relating to the Company is available at www.sedarplus.ca.