Fife Capital Corp. — Management Reports 2025

Mar 12, 2025

FIFE CAPITAL CORP.
INTERIM MD&A – QUARTERLY HIGHLIGHTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2025

Background and Corporate Update

This Management Discussion and Analysis – Quarterly Highlights (“Quarterly Highlights”) for Fife Capital Corp. (“Fife” or the “Company”) is prepared as at March 12, 2025 and should be read in conjunction with the Company’s unaudited condensed interim financial statements for the six months ended January 31, 2025 and its audited financial statements for the year ended July 31, 2024.

The unaudited condensed interim financial statements for the six months ended January 31, 2025 have been prepared in accordance with IFRS Accounting Standards (“IFRS”) and International Accounting Standard (“IAS”) 34 “Interim Financial Reporting”.

All dollar figures included therein and in the following Quarterly Highlights are quoted in Canadian dollars. Additional information relevant to the Company’s activities can be found on SEDAR+ at www.sedarplus.ca.

Company Overview

The Company was incorporated on September 18, 2020 under the Business Corporations Act (British Columbia) and is a Capital Pool Company (“CPC”) as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4 (“Policy 2.4”). As a CPC, the Company’s objective is to identify and acquire either operating assets or a business, subject to regulatory approval, that meet the criteria of a Qualifying Transaction as defined by the TSX-V (“Qualifying Transaction”). Until such time that a Qualifying Transaction is completed, the Company will have no significant revenue and will incur expenses primarily for Qualifying Transaction investigation, TSX-V listing and filing requirements, professional services and office facilities and administration, subject to certain restrictions under Policy 2.4.

As of the date of this MD&A, the Company’s share capital comprises:

• Unlimited common shares authorized for issuance, of which 3,630,000 are issued and outstanding including 1,380,000 held in escrow to be released ratably over a period up to 18 months following the completion of a Qualifying Transaction;
• Unlimited preferred shares authorized for issuance, of which none are issued and outstanding; and
• 300,000 stock options, each exercisable for one common share at a price of $0.15 until July 15, 2026.

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Forward-Looking Statements

Certain statements contained in the following Quarterly Highlights constitute forward-looking statements. Such forward-looking statements involve 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. These risks include, but are not limited to, the Company completing a Qualifying Transaction and its ability to maintain sufficient capital for short-term operations and to fund a Qualifying Transaction. Readers are cautioned not to place undue reliance on these forward-looking statements.

Analysis of the Company's Financial Performance and Condition

The Company reported a net loss of $3,655 for the three months ended January 31, 2025 (2024 - $4,697). The reduction in net loss is owing to interest income of $1,003 (2024 - $nil). General and administrative expenses for the three months ended January 31, 2025 were consistent with those in those in the comparative three-month period ended January 31, 2024, commensurate with the Company's lack of commercial operations. These expenses comprise $4,725 (2024 - $4,725) for administrative and corporate services provided by a related party and $995 (2024 - $1,344) for transfer agent, shareholder communications, listing and filing fees. In addition to interest income, these expenses were partly offset by a recovery of $1,062 (2024 - $1,372) for adjustments to prior accruals for annual audit expenses.

For the six months ended January 31, 2025, the Company reported a loss of $11,807 (2024 - $14,165). The reduction in net loss is owing to interest income of $2,341 (2024 - $nil). Significant general and administrative expenses for the period included $4,954 (2024 - $5,303) for transfer agent, shareholder communications, listing and filing fees, and $9,450 (2024 - $9,450) for administrative and corporate services provided by a related party. In addition to interest income, these expenses were partly offset by a recovery of $256 (2024 - $588) for adjustments to prior accruals for annual audit expenses.

The expenses recognized in the three and six months ended January 31, 2025 were incurred in the normal course of the Company's operations and reflect filing fees, transfer agent services, and a base level of corporate administration required as a publicly-listed entity. Except for periods in which the Company recognizes additional expenses for annual audit fees, incurs costs for its annual general meeting costs, or until a potential qualifying transaction is identified, it is expected that future quarterly results will be comparable to those for the three and six months ended January 31, 2025.

As at January 31, 2025, the Company had a cash balance of $147,0989 which is sufficient to settle current liabilities of $1,671 then outstanding and anticipated short-term cash requirements, but additional funding may be required to meet long-term requirements should a Qualifying Transaction not be completed on a timely basis.

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Liquidity and Changes to Expense Structure

As a CPC, the Company’s routine expenses are limited to general administrative costs such as TSX-V listing and filing fees, audit fees, legal fees and expenses for corporate and administrative services. Additional legal or other costs may be incurred to pursue a potential Qualifying Transaction, regardless of whether the transaction is ultimately completed. The Company’s current cash balance is sufficient to pay its existing accounts payable and accrued liabilities, to maintain its existing level of operations for the next 12 months, and to pursue a limited number of potential Qualifying Transactions.

The Company is not subject to any externally imposed capital requirements other than the expenditure restrictions applicable under Policy 2.4. These expenditure restrictions limit the Company’s on-going expenditures to reasonable expenditures relating to the IPO, reasonable expenses relating to a proposed Qualifying Transaction, assurance and audit fees, escrow agent and transfer agent fees, regulatory filing fees and a maximum of $3,000 per month for other general and administrative costs.

Related Party Transactions

The Company is party to a corporate services agreement with Earlston Management Corp. (“Earlston”), whereby Earlston provides various administrative, management and corporate services to the Company for a fee of $1,500 per month plus tax and out-of-pocket costs. Earlston is related to the Company by virtue of providing key management services and by having certain directors and officers in common. The Company’s expense for administrative and corporate services for the six months ended January 31, 2025 includes $9,450 (2024 - $9,450) in such costs incurred with Earlston of which $1,575 is included in accounts payable and accrued liabilities as at January 31, 2025 (July 31, 2024 - $1,575).