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Elevate Service Group Inc. — Management Reports 2025
Oct 28, 2025
48048_rns_2025-10-28_00f2ab20-9b9a-4331-ba1f-a9c2df0a1836.pdf
Management Reports
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AIM6 Ventures Inc.
Management Discussion and Analysis
For the three-and nine-month periods ended September 30, 2025 and 2024
October 28, 2025
The following management discussion and analysis ("MD&A") of the results of the operations and financial position of AIM6 Ventures Inc. (the "Corporation" or "AIM6") for the three-and nine-month periods ended September 30, 2025, and 2024. All figures contained in this MD&A are presented in Canadian dollars.
Forward-Looking Statements
Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Corporation's future performance. All statements, other than statements of historical fact, may be forward-looking statements.
Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Corporation's actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.
The Corporation
AIM6 Ventures Inc. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on January 13, 2021 and is classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange") Corporate Finance Manual (the "Manual"). The head office and the registered head office of the Corporation is located at 77 King Street West, Suite 400, Toronto, ON M5K 0A1.
The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT") as such term is defined in the Manual. The Corporation has not commenced operations and has no assets other than cash held in trust. The Corporation's continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an
AIM6 Ventures Inc.
Management Discussion and Analysis
Page 2
acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s length transaction, of the majority of the minority shareholders.
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT.
On January 26, 2021, the Corporation issued 4,000,000 common shares (“Common Shares”) at $0.05 per share for gross proceeds of $200,000. On February 9, 2021, the Corporation issued 1,600,000 Common Shares at $0.10 per share for gross proceeds of $160,000. Share issuance costs of $3,000 were associated with these issuances.
On January 26, 2021, the Corporation granted 550,000 stock options to directors and officers, which are exercisable within five years from the date of grant at an exercise price of $0.05 per share. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate of 0.16%, expected volatility of 100% and an expected life of five years.
On April 30, 2021, the Corporation completed its initial public offering (“IPO”) for 3,300,000 Common Shares at a purchase price of $0.10 per Common Share for gross proceeds of $330,000. In connection with the IPO, the Corporation paid the agent an administrative fee, a cash commission equal to 10% of gross proceeds and options to purchase up to 330,000 Common Shares at an exercise price of $0.10 per Common Share, exercisable until the earlier of a) 5 years from the date of the listing of the Common Shares on the Exchange; and b) the date that is one year from the completion of the Corporation’s Qualifying Transaction.
The Corporation further granted an additional 340,000 stock options to its directors and officers at an exercise price of $0.10 per share for a period of five years from the date of grant upon completion of the IPO.
On October 28, 2025 the Board of Directors approved the financial statements for the three-and nine-month periods ended September 30, 2025, and 2024.
AIM6 Ventures Inc.
Management Discussion and Analysis
Page 3
Summary of Quarterly Results
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | |
|---|---|---|---|---|---|---|---|---|
| Total Assets | $419,646 | $432,629 | $433,723 | $451,392 | $464,530 | $461,718 | $472,039 | $476,969 |
| Total Revenues | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Total Expenses | $52,254 | $36,274 | $13,436 | $22,948 | $3,992 | $1,875 | $8,109 | $17,191 |
| Other income | $2,101 | $2,145 | $2,986 | $4,472 | $4,551 | $5,054 | $5,293 | $Nil |
| Net Income/(loss) | ($50,153) | ($34,129) | ($10,450) | ($18,476) | $559 | $3,179 | ($2,816) | ($17,191) |
| Basic and diluted net loss per share | ($0.01) | $(0.00) | $(0.00) | $(0.00) | $0.00 | $0.00 | $(0.00) | $(0.00) |
Results of Operations
Three months ended September 30, 2025
The Corporation recorded a net loss of $50,153 during the three-month period ended September 30, 2025 (September 30, 2024 – net income of $559). The increase in net loss year-over-year is driven by increased professional fees of $44,703 (September 30, 2024 - $3,992) related to its announced proposed QT with ElevateDesign Ventures Inc. ("ElevateDesign") and $3,559 (September 30, 2024 - $nil) of filing and regulatory fees. Interest income decreased by $2,450 (September 30, 2024 - $4,551) year-over-year as a result of reduced funds in the money market account.
Nine months ended September 30, 2025
The Corporation recorded a net loss of $94,732 during the nine-month period ended September 30, 2025 (September 30, 2024 – net income $922). The increase in net loss year-over-year is driven by increased professional fees of $81,486 (September 30, 2024 - $7,678) related to its announced proposed QT with ElevateDesign, a $6,502 (September 30, 2024 - $6,298) increase in listing and regulatory fees associated with the Exchange offset by a reduction of interest income of $7,666 (September 30, 2024 - $14,898) driven by reduced balances on the money market account.
AIM6 Ventures Inc.
Management Discussion and Analysis
Page 4
Additional Disclosure for Venture Issuers without Significant Revenue
Since the Corporation has no revenue from operations, the following is a breakdown of the material costs incurred from the date of incorporation (January 13, 2021) to September 30, 2025:
| Material Costs | For the three-month period ended September 30, 2025 | For the period from the date of incorporation (January 13, 2021) to September 30, 2025 |
|---|---|---|
| Professional fees | $48,695 | $248,113 |
| Filing fees | $3,559 | $56,298 |
| Stock-based compensation | - | $45,485 |
Liquidity and Capital Resources
As at September 30, 2025, the Corporation had cash and cash equivalents of $405,137, prepaids of $14,509, current liabilities of $73,769 and working capital of $345,877 (December 31, 2024 - $440,609).
Negative cash flows of $46,255 were recorded from operating activities during the nine-month period ended September 30, 2025 (September 30, 2024 - $26,948). This is primarily due to outflows relating to the accrual of professional fees relating to the announced proposed QT with ElevateDesign, payment of liabilities relating to filing fees and professional fees offset by interest income earned during the period.
Outstanding Share Data
As of the date of this MD&A, 8,900,000 Common Shares are issued and outstanding. Of these, 4,750,000 Common Shares are held in escrow in accordance with the Manual. In addition, there are 550,000 stock options outstanding, exercisable at $0.05 per share and expiring on January 26, 2026. There are also 340,000 stock options outstanding, exercisable at $0.10 per share and expiring on April 30, 2026. An additional 330,000 warrants to purchase Common Shares are outstanding, exercisable at $0.10 per share and expiring on April 30, 2026.
Off-Balance Sheet Arrangements
The Corporation has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.
AIM6 Ventures Inc.
Management Discussion and Analysis
Page 5
Related Party Transactions
There were no related party transactions, and no remuneration was paid to key management personnel during the three-and nine-month periods ended September 30, 2025, and 2024.
Capital Management
The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Corporation includes equity, comprised of share capital, shares to be issued and deficit in the definition of capital.
The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation.
Risks and Uncertainties
The following describes certain risks, events and uncertainties that could affect the Corporation and that each reader should carefully consider. Please refer to the Corporation's final prospectus dated March 24, 2021 and filing statement dated October 23, 2025, for additional risks, events and uncertainties that could affect the Corporation.
External financing may be required to fund the Corporation's activities primarily through the issuance of common shares. There can be no assurance that the Corporation will be able to obtain adequate financing. The securities of the Corporation should be considered a highly speculative investment.
The Corporation has not generated significant revenues and does not expect to generate significant revenues in the near future. In the event that the Corporation generates significant revenues in the future, the Corporation intends to retain its earnings in order to finance further growth. Furthermore, the Corporation has not paid any dividends in the past and does not expect to pay any dividends in the foreseeable future.
AIM6 Ventures Inc.
Management Discussion and Analysis
Page 6
Risk Disclosures and Fair Values
The Corporation's financial instruments carried at amortized cost consist of accounts payable and accrued liabilities which approximate fair value due to the relatively short-term maturity of the instruments. It is management's opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Critical Accounting Estimates
The Corporation's significant accounting policies are summarized in Note 2 of the unaudited condensed interim financial statements for the three-and nine-month periods ended September 30, 2025 and 2024.
AIM6 Ventures Inc.
Management Discussion and Analysis
Page 7
Qualifying Transaction
On April 17, 2023, the Corporation entered into a letter of intent with Copper Bullet Mines Inc. setting out the terms of the Corporation’s proposed QT, as amended on August 17, 2023. The letter of intent was terminated on January 10, 2024.
On July 24, 2024, the Corporation entered into a letter of intent with Bendito Resources Inc. setting out the terms of the Corporation’s proposed QT. The letter of intent was terminated on October 28, 2024.
On February 18, 2025, the Corporation entered into a letter of intent with ElevateDesign setting out the terms of the Corporation’s proposed QT, as amended on March 31, 2025 and April 30, 2025. This letter of intent was superseded by an acquisition agreement dated July 7, 2025 between the Corporation, ElevateDesign and a wholly-owned subsidiary of the Corporation. On August 8, 2025, the shareholders of the Corporation approved certain matters related to the proposed QT, including the consolidation of the Common Shares on the basis of 8.695652 pre-consolidation Common Shares for everyone one (1) post-consolidation Common Share (the “Consolidation”). On October 9, 2025, ElevateDesign completed a private placement financing of 7,938,000 subscription receipts (the “Subscription Receipts”) at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $7,938,000. Upon the satisfaction or waiver of certain escrow release conditions, each Subscription Receipt shall be automatically converted and exchanged, without any further action on the part of the holder thereof and for no additional consideration, for one (1) common share of ElevateDesign which will immediately thereafter be exchanged for one post-Consolidation Common Share in connection with the proposed QT. For more information on the proposed QT with ElevateDesign, see the Corporation’s filing statement dated October 23, 2025.
Additional Information
For further detail, see the Corporation’s unaudited condensed interim financial statements for the three-and nine-month periods ended September 30, 2025, and 2024. Additional information about the Corporation can also be found on www.sedarplus.ca.