Highmark Interactive Inc. — Interim / Quarterly Report 2021

Nov 19, 2021

Management’s discussion and analysis of the financial condition and results of operations of

STORMCROW HOLDINGS CORP.

A Capital Pool Corporation

For the three and nine months ended September 30, 2021 and 2020

STORMCROW HOLDINGS CORP.

A Capital Pool Corporation

MANAGEMENT’S DISCUSSION AND ANALYSIS

of the Financial Condition and Results of Operations

For the three and nine months ended September 30, 2021 and 2020

November 16, 2021

1. INTRODUCTION

This management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of Stormcrow Holdings Corp. (“Stormcrow” or the “Company”) is supplementary to, and should be read in conjunction with, the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2021 and 2020. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations and the Company’s consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (“IFRS”).

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), 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 the Company’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Information about the Company and its operations can be obtained from its registered head office located at 10 Kingsbridge Garden Circle, Suite 700, Mississauga, Ontario, Canada L5R 3K6.

2. CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This MD&A includes forward-looking statements and information concerning expected future events, the future performance of the Company, its operations, and its financial performance and condition. These forward-looking statements and information include, among others, statements with respect to the Company’s objectives and strategies to achieve those objectives, as well as statements with respect to its beliefs, plans, expectations, anticipations, estimates, and intentions. When used in this MD&A, the words "believe", "anticipate", "may", "should", "intend", "estimate", "expect", "project", and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words.

These forward-looking statements and information are based on current expectations. The Company cautions that all forward-looking statements and information are inherently uncertain and actual future results, conditions, actions or events may differ materially from the targets, assumptions, estimates, or expectations reflected or contained in the forward-looking statements and information, and that actual future results, conditions, actions, events, or performance will be affected by a number of factors including economic conditions and competitive factors, many of which are beyond the Company’s control.

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Forward-looking statements used in this MD&A are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of the Company. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results may vary materially from those expected, estimated or projected. The Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Given these uncertainties, the reader of the information included herein is cautioned not to place undue reliance on such forward-looking statements.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s discussion and analysis of operating results and financial condition are made with reference to the Company’s unaudited condensed interim consolidated financial statements and notes thereto for the three and nine months ended September 30, 2021 and 2020, which have also been prepared in accordance with IFRS. The Company’s significant accounting policies are summarized in detail in note 3 of the Company’s financial statements for the periods ended December 31, 2020 and 2019, which are available under the Company’s profile on www.SEDAR.com.

4. OVERVIEW

The Company

Stormcrow Capital Corp. was incorporated November 6, 2019 pursuant to the provisions of the Business Corporations Act (Ontario). The Company’s corporate and tax year-end is December 31.

Principles of consolidation

The Company’s consolidated financial statements comprise the financial statements of the Company and its whollyowned subsidiary, 2845009 Ontario Inc., which was incorporated on June 3, 2021.

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases.

Strategy

The Company is carrying on business as a Capital Pool Corporation (“CPC”), as such term is defined in TSX Venture Exchange Inc. (the “Exchange”) Policy 2.4 – Capital Pool Companies (“CPC Policy 2.4”). The Company’s shares were listed for trading on the TSX Venture Exchange under the symbol “CROW.P”. Refer also to the section entitled “Share capital – Initial public offering”.

As at September 30, 2021, the Company had no business operations. The Company’s principal purpose is the identification, evaluation and acquisition of assets, properties or businesses or participation therein subject, in certain cases, to shareholder approval and acceptance by the Exchange.

Where a Qualifying Transaction is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing.

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Annual General and Special Meeting of shareholders

On August 4, 2021, the Company held its Annual General and Special Meeting of shareholders (“AGSM”) to approve, among other things, certain proposed items in connection with the Qualifying Transaction, as summarized in the sub-section entitled “Share consolidation and name change” below.

On September 17, 2021, the Company held a Special Meeting of Shareholders (“Special Meeting”), at which time shareholders voted, among other things, to approve the adoption of new CPC Policy regulations which came into effect January 1, 2021. The updated regulations are reflected in the Company’s condensed interim consolidated financial statements for the three and nine months ended September 30, 2021 and 2020.

Qualifying Transaction and share trading halt

On November 4, 2021, the Company entered into an acquisition agreement (the “Agreement”) with Highmark Innovations Inc. (“Highmark”), a software developer for medical diagnostics doing business as Highmark Interactive (the “Transaction”). The Agreement outlines the principal terms and conditions for the Transaction, which will result in a reverse takeover of Stormcrow by Highmark and its shareholders.

Trading in the common shares of the Company remained halted pursuant to the policies of the Exchange. Trading will remain halted until, among other things, the Company completes certain regulatory filings in connection with the Qualifying Transaction with the Exchange and the Exchange has completed certain matters it considers necessary or advisable.

Share consolidation and name change

At the Annual Meeting of Shareholders held on August 4, 2021, and in connection with the Qualifying Transaction, shareholders approved (i) a Company name change, (ii) the consolidation of issued and outstanding common shares of the Company, and (iii) a change of address of its registered office. These resolutions remained conditional upon completion of the proposed Qualifying Transaction with Highmark.

Loan to Highmark

On October 15, 2021, the Company provided a loan to Highmark in the amount of $350,000 (the “Target Loan”). The Target Loan bears interest at 18.6% per annum, calculated daily, and principal and interest shall be repaid by Highmark to the Company on demand.

The Target Loan is intended to provide Highmark with working capital as the parties progress towards completion of the Qualifying Transaction. In accordance with Exchange policies, the Target Loan is secured and, in the event the Qualifying Transaction is not completed, will be repaid in full to the Company.

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Share consolidation

On November 5, 2021, the Company completed the consolidation of its common shares on the basis of one postconsolidation common share for every six pre-consolidation common shares. This also includes stock options and warrants. Any quantity relating to these instruments during 2021 and 2020 or any per unit price such as exercise prices disclosed throughout the financial statements have not been retrospectively adjusted for the share consolidation except for the weighted average number of shares outstanding used in the calculation of basic and diluted loss per share, which have been retrospectively adjusted to give effect to the share consolidation as required by IAS 33, Earnings per share. Consequently, the basic and diluted loss per share for the periods presented have been retrospectively adjusted.

The effect of the share consolidation on the issued and outstanding number of common shares, stock options and warrants is as follows:

	Balance before consolidation	Balance after consolidation
Common shares	26,100,001	4,350,000
Stock options	2,610,000	435,000
Warrants	2,000,000	333,333

Closing of Qualifying Transaction

The Qualifying Transaction successfully closed on November 11, 2021.

Novel Coronavirus (“COVID-19”)

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the duration of the outbreak and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, the health crisis could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations and complete a Qualifying Transaction.

5. CASH RESTRICTION

There is a restriction on the use of proceeds realized from the sale of all securities issued by the Company as a CPC. The gross proceeds raised from the Company’s Initial Public Offering (the “Offering”) may only be used to identify and evaluate assets or businesses and obtain shareholder approval for the proposed “Qualifying Transaction” as such term is defined in Exchange CPC Policy 2.4 (“Transaction Expenses”) with the exception that general and administrative expenses are capped at $3,000 per month, including for professional accounting, advisory, and legal services expenses, and are not time limited.

6. SHARE CAPITAL

	Number of Common Shares	Amount
Balance as at December 31, 2019 Seed share issuance Offering share issuance Share issuance costs	1 6,100,000 20,000,000 -	$ - 305,000 2,000,000 (365,725)
Balance as at December 31, 2020 and September 30, 2021	26,100,001	$ 1,939,275

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Seed share issuance

On May 27, 2020, the Company issued an aggregate of 6,100,000 seed common shares to the directors and officers of the Company at a price of $0.05 per share for gross proceeds of $305,000. Share subscription proceeds totaling $150,000 were received in the quarter ended December 31, 2019, and the balance of $155,000 was received during the quarter ended June 30, 2020.

Initial public offering

On September 23, 2020, the Company completed the Offering pursuant to which it issued 20,000,000 common shares at $0.10 per share, for aggregate proceeds of $2,000,000.

Stock options issued

	Number of stock options issued and exercisable	Weighted average exercise price
Balance as at December 31, 2019 Granted, September 23, 2020	- 2,610,000	$ - 0.10
Balance as at December 31, 2020 and September 30, 2021	2,610,000	$ 0.10

These stock options were granted to officers and directors of the Company and vested immediately upon grant. The weighted average remaining life of the stock options outstanding as at September 30, 2021 was 3.98 years.

Shares subject to escrow

The release of shares subject to escrow were amended, as approved at the Special Meeting, as follows:

All issued and outstanding seed shares are subject to a uniform 18-month escrow release schedule following the Qualifying Transaction, and will be released as to 25% on the date of the final Qualifying Transaction Exchange bulletin and an additional 25% on each of the dates that are 6, 12 and 18 months thereafter, pursuant to the terms of an Escrow Agreement dated as of August 21, 2020 between the Company, TSX Trust Company, and the shareholders of the Company. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be escrowed.

All common shares acquired on exercise of stock options granted to directors and officers prior to completion of a Qualifying Transaction must also be deposited and held in escrow pursuant to the requirements of the Exchange.

All common shares of the Company acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited and held in escrow.

The seed common shares are considered contingently issuable until the Company completes a Qualifying Transaction and, accordingly, they are not considered to be outstanding shares for purposes of loss per share calculations.

Compensation warrants issued

	Number of compensation warrants issued	Weighted average exercise price
Balance as at December 31, 2019 Granted, September 23, 2020	- 2,000,000	$ - 0.10
Balance as at December 31, 2020 and September 30, 2021	2,000,000	$ 0.10

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These compensation warrants were granted to the agent of the Offering (the “Agent”) and vested immediately upon grant. The weighted average remaining life of the compensation warrants outstanding as at September 30, 2021, was 0.98 years.

Pursuant to CPC Policy 2.4, where the Agent receives a warrant or the right to subscribe for a certain number of shares as consideration for acting as Agent, 50% of the warrants exercised or 50% of the shares held pursuant to that right may be sold prior to completion of the Qualifying Transaction. The remaining 50% may only be sold after completion of the Qualifying Transaction.

7. RESULTS OF OPERATIONS

Operating expenses

	Three months ended September 30,	Three months ended September 30,	Nine months ended September 30,	Nine months ended September 30,
	2021	2020	2021	2020
Share-based compensation1 Qualifying transaction costs Professional fees Filing fees General and administrative	$ - 34,776 7,559 2,183 642	$ 194,107 - 15,952 32,279 227	$ - 84,126 23,064 23,637 1,268	$ 194,107 - 29,302 32,884 669
	$ 45,160	$ 242,565	$ 132,095	$256,922

1 Refer to the section entitled “Share Capital”.

Qualifying Transaction

Qualifying Transaction costs totaling $34,776 and $84,126 respectively for the three and nine months ended September 30, 2021 included mainly legal and professional fees (September 30, 2020 – $Nil and $Nil respectively).

Professional fees

Professional fees include mainly legal, accounting, transfer agent, audit and tax preparation fees. For the three and nine months ended September 30, 2021, $7,559 and $23,064 respectively was expensed (September 30, 2020 – $15,952 and $29,302 respectively).

Filing fees

Filing fees include mainly expenses associated with stock exchange, shareholder reporting and filing fees. Filing fees totaling $2,183 and $23,637 respectively for the three and nine months ended September 30, 2021 resulted mainly from the advancement of the Qualifying Transaction. Filing fees for the three and nine months ended September 30, 2020 totaling $32,279 and $32,884 respectively resulted mainly from the closing of the Offering.

General and administrative

General and administrative costs for the three and nine months ended September 30, 2021 totaled $642 and $1,268 respectively (September 30, 2020 - $227 and $669 respectively).

Income taxes

The Company has approximately $317,000 of non-capital losses in Canada which, under certain circumstances, can be used to reduce the taxable income of future years. These losses expire between 2039 and 2041.

Deferred tax assets have not been recognized because it is not probable that future taxable profit will be available against which the Company can use the benefits.

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Loss and comprehensive loss

The loss and comprehensive loss for the three and nine months ended September 30, 2021 totaled $45,160 and $132,095, or $Nil and $Nil per share, basic and diluted, respectively compared to $242,565 and $$256,922 or $0.02 and $0.07 per share, basic and diluted, for the three and nine months ended September 30, 2020 respectively.

The net loss per common share was based on the loss attributable to common shareholders and the weighted average number of common shares outstanding. The weighted average number of basic and diluted shares outstanding for all periods presented in the statements of loss and comprehensive loss have been adjusted in order to reflect the effect of the share consolidation that was completed on November 5, 2021 (note 11).

The weighted average shares outstanding does not include 6,100,001 pre-consolidation escrowed shares as they are contingently returnable (1,016,667 post-consolidation shares).

Diluted loss per share does not include the effect of 2,610,000 share options (435,000 post-consolidation) and 1,000,000 or 50% of the compensation warrants outstanding as they are held in escrow until the completion of a Qualifying Transaction (166,667 post-consolidation). The calculation also excluded the effect of the remaining 1,000,000 compensation warrants (166,667 post-consolidation) as they are anti-dilutive.

8. QUARTERLY FINANCIAL RESULTS

The following table sets out financial information for the quarters commencing from the incorporation date of November 6, 2019 to September 30, 2021.

		Fiscal 2021			Fiscal 2020	Fiscal 2020		Fiscal 2019
	Sep 30	Jun 30	Mar 31	Dec 31	Sep 30	Jun 30	Mar 31	Incorpor- ation date of Nov 6 To Dec 31
Revenue	$-	$-	$-	$-	$-	$-	$-	$-
Share-based compensation Professional fees Qualifying transaction costs Filing costs General and administrative	- 7,559 34,776 2,183 742	- 11,284 38,379 6,272 335	- 4,221 10,971 15,182 291	- 25,095 12,465 2,622 10,376	194,107 15,952 - 32,279 227	- 13,350 - 565 234	- - - - 208	- 4,139 - - 249
Loss and comprehensive loss for theperiod	$45,160	$56,270	$30,665	$50,558	$242,565	$14,149	$208	$4,388
Loss per share – basic and diluted(1)	$0.00	$0.00	$0.00	$0.00	$ 0.02(2)	n/a	n/a	n/a

(1) Loss per share from the date of incorporation to June 30, 2020 is not applicable as no common shares other than seed shares were issued and seed shares are excluded from earnings per share calculations.

(2) The weighted average number of basic and diluted shares outstanding for all periods presented in the statements of loss and comprehensive loss have been adjusted in order to reflect the effect of the share consolidation that was completed on November 5, 2021

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9. RELATED PARTY TRANSACTIONS

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions.

For the three and nine months ended September 30, 2021, Chitiz Pathak LLP, a law firm of which an officer of the Company is a Partner, provided legal services estimated at $28,287 and $72,986 respectively of which $25,967 and $69,663 respectively was allocated to Qualifying Transaction costs and the balance of $2,319 and $4,162 respectively was expensed to professional and filing fees. For the three and nine months ended September 30, 2020, $7,161 and $7,161 was expensed to the Offering expenses respectively, and $2,166 and $6,584 respectively was expensed to professional and filing fees.

As at September 30, 2021, $28,287 remained payable (December 31, 2020 - $15,163) and is included in accounts payable and accrued liabilities on the statement of financial position. The balance payable is unsecured, non-interest bearing and due on demand.

See also the section entitled “Share capital”.

10. LIQUIDITY AND CAPITAL RESOURCES

Working capital

As at September 30, 2021, the Company had no debt and working capital totaled $1,794,690 (December 31, 2020 – $1,926,785).

The Company funds its activities through equity financing. During the year ended December 31, 2020, the Company had raised approximately $155,000 in seed financing in addition to $150,000 which was originally raised in the period ended December 31, 2019, and $2,000,000 by way of the Offering, all through the issuance of common shares, to fund its operations.

The current cash on hand is expected to be sufficient to meet the Company’s liquidity requirements until a Qualifying Transaction is completed. However, upon completion of a Qualifying Transaction, additional capital may be necessary.

The Company does not generate revenue from operations. For the Nine months ended September 30, 2021, the company’s losses totaled $132,095 (September 30, 2020 - $256,922). However, the Company believes that its working capital will provide the Company with sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period. As the Company has no revenues, its ability to continue as a going concern is dependent on obtaining additional financing and completing a Qualifying Transaction.

11. INVESTOR RELATIONS

Until completion of a Qualifying Transaction, neither the Company nor any party on behalf of the Company will engage the services of any person to provide investor relation activities or market making services.

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12. PROPOSED TRANSACTIONS AND OFF-BALANCE SHEET ARRANGEMENTS

On November 11, 2021, the Company closed its Qualifying Transaction with Highmark (refer to the section entitled “Overview - Qualifying Transaction and share trading halt” for more details).

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on the results of operations or financial condition of the Company.

13. OPERATING RISKS AND UNCERTAINTIES

Management of capital

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and ensure sufficient liquidity in order to remain a CPC and complete a Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital as total shareholders’ equity. The Company is not subject to any externally imposed capital requirements other than the disclosure contained in the section entitled “Cash restriction”. There were no significant changes in the Company’s approach to capital management during the periods ended September 30, 2021 and December 31, 2020.

Financial instruments and risk management

The Company's activities may expose it to a variety of financial risks: fair values, credit risk, liquidity risk and market risk (including interest rate risk). The Board of Directors provides regular guidance for overall risk management.

Fair values

As at September 30, 2021, the Company’s financial instruments consist of cash, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the relatively shortterm maturity of these instruments.

The Company is exposed in varying degrees to a number of risks arising from financial instruments. Management’s involvement in the operations allows for the identification of risks and variances from expectations. The Company does not participate in the use of financial instruments to mitigate these risks. The Board approves the risk management processes. The Board’s main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the Company’s completion of a Qualifying Transaction, and to limit exposure to credit and market risks.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company is exposed to credit risk through its cash balance which is held at a Canadian financial institution. The Company believes its exposure to credit risk is not significant.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. None of the Company’s financial instruments bear interest. Therefore, management believes the Company had no significant exposure to interest rate risk through its financial instruments as at September 30, 2021 and December 31, 2020.

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Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements. The Company coordinates this planning and budgeting process with its financing activities through the capital management process described in the section entitled “Operating risks and uncertainties – Management of capital”, in normal circumstances. The Company’s accounts payable and accrued liabilities have contractual maturities of less than 30 days and have normal trade terms.

Risks and uncertainties

The Company does not have a history of operations. There is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future.

The Company’s continued operation will be dependent upon its ability to complete the proposed Qualifying Transaction and to generate operating revenues and to procure additional financing. To date, the Company has done so through equity financing.

The Company has no active business or assets other than cash. It does not have a history of earnings, nor has it paid any dividends. It will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction.

The directors and officers of the Company will only devote a small portion of their time to the business and affairs of the Company. Some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.

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 management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Company. In such event, the Company will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found.

The Company has only limited funds with which to complete the proposed Qualifying Transaction. The Qualifying Transaction may be financed in whole, or in part, by the issuance of additional securities by the Company. This may result in further dilution to investors, which dilution may be significant and which may also result in a change of control of the Company. Subject to prior Exchange approval, the Company may be permitted to loan or advance up to an aggregate of not more than 20% of the Company’s working capital as a refundable deposit to a target business under certain conditions noted in the CPC Policy. There can be no assurance that the Company will be able to recover that loan.

Completion of any Qualifying Transaction is subject to a number of conditions, including acceptance by the Exchange and in the case of a non arm's length Qualifying Transaction, majority of minority approval.

Potential Dilution

The Company may issue options and warrants or additional common shares from time to time in the future. If it does so, the ownership interest of the Company’s then current shareholders could be diluted.

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14. ADDITIONAL INFORMATION

Additional information regarding the Company’s consolidated financial statements and corporate documents is available by request to the Chief Executive Officer made to our registered head office located at 10 Kingsbridge Garden Circle, Suite 700, Mississauga, Ontario, Canada L5R 3K6, or under the Company’s profile at www.SEDAR.com.

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STORMCROW HOLDINGS CORP.

Shareholder Information

Current Board of Directors and Officers

Sanjeev Sharma (Chief Executive Officer and Director)

Sunil Sharma (Vice President, Corporate Development, Corporate Secretary and Director)

Donald Harkness (Chief Financial Officer)

Brad Badeau (Director)

Auditors

McGovern Hurley LLP 251 Consumers Road, Suite 800 Toronto, Ontario Canada M2J 4R3

Shareholder inquiries

c/o Chitiz Pathak LLP 77 King Street West, Suite 700 Toronto, Ontario Canada MK 1G8

Transfer agent

Chris Schnarr (Director)

Harry Jacobson (Director)

TSX Trust Company 200 University Avenue, Suite 300 Toronto, Ontario M5H 4H1 Tel: (416) 361-0930 Fax: (416) 361-0470 email: TMXEInvestorservices@tmx.com

Common shares

The common shares of the Company are listed on the TSX Venture Exchange under the symbol CROW.P.

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