Ikigai Capital Corp. — Management Reports 2025

Oct 29, 2025

IKIGAI CAPITAL CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Year Ended June 30, 2025

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IKIGAI CAPITAL CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED JUNE 30, 2025

This Management's Discussion and Analysis ("MD&A") of Ikigai Capital Corp. ("Ikigai" or the "Company"), prepared as of October 28, 2025, should be read in conjunction with the audited financial statements and the notes thereto for the year ended June 30, 2025 which were prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All amounts are expressed in Canadian dollars unless otherwise indicated.

This MD&A contains certain forward-looking statements and information relating to the Company that is based on the beliefs of its management as well as assumptions made by and information currently available to the Company. When used in this document, the words "may", "will", "anticipate", "plan", "intend", "estimate", "project", "continue", "believe", "estimate", "expect" and similar forward-looking terminology, as they relate to the Company or its management, are intended to identify forward-looking statements. This MD&A contains forward-looking statements relating to, among other things, regulatory compliance, the sufficiency of current working capital and the estimated cost and availability of funding for the continued operation of the Company. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, all forward-looking statements address matters that involve known and unknown risks, uncertainties and other factors and should not be read as guarantees of future performance or results. Accordingly, there are or will be a number of significant factors which could cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual future results, performance or achievements to differ materially include, but are not limited to, our limited operating history, our reliance on key personnel, future capital needs, dependence on proprietary technology and limited protection thereof and general economic trends and international risk. The Company is subject to significant risks and any past performance is no guarantee of future performance. The Company cannot predict all of the risk factors, nor can it assess the impact, if any, of such risk factors on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. This MD&A offers a brief overview of some of the risk factors to be considered in relation to the Company's business. This list may not be exhaustive and new risk factors may emerge from time to time. We disclaim any intention or obligation to publicly update or revise any forward-looking statements after distribution of this MD&A, whether as a result of new information, future events or other circumstances, except as may be required pursuant to applicable securities laws.

DESCRIPTION OF BUSINESS

The Company was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia) on January 31, 2021. The Company's head office is located at Suite 905, 1030 West Georgia Street, Vancouver, BC, V6E 2Y3.

On February 14, 2022, the Company completed its initial public offering and is now trading on the TSX Venture Exchange (the "Exchange") as a Capital Pool Company. The Company is in the development stage and its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction as defined by the rules of the Exchange. The Company started trading under the trading symbol "IKC.P".

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IKIGAI CAPITAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED JUNE 30, 2025

RESULTS OF OPERATIONS

For the year ended June 30, 2025, the Company had a net loss of $73,337 compared to $111,804 for the year ended June 30, 2024. The decrease was mainly due to a significant decrease in professional fees incurred for the year ended June 30, 2025 compared to the year ended June 30, 2024.

SELECTED ANNUAL INFORMATION

The following table sets forth selected audited financial information of the Company from the three most recently completed financial years:

	2025	2024	2023
	$	$	$
Total assets	199,168	285,365	380,545
Net loss	(73,337)	(111,804)	(92,332)
Net loss per share, basic and diluted	(0.01)	(0.01)	(0.01)

SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company's financial results for the most recently completed quarters:

	June 30, 2025	March 31, 2025	December 31, 2024	September 30, 2024
	$	$	$	$
Total revenues	–	–	–	–
Net loss	(17,251)	(5,837)	(36,768)	(13,481)
Loss per share, basic and diluted	–	–	–	–
	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023
	$	$	$	$
Total revenues	–	–	–	–
Net loss	(42,257)	(15,589)	(47,982)	(5,976)
Loss per share, basic and diluted	–	–	–	–

LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2025, the Company had cash of $105,091 (2024 - $261,281). As at June 30, 2025, the Company had working capital of $182,535 (2024 - $255,872).

The Company may have capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

Year Ended June 30, 2025:

Operating activities

For the year ended June 30, 2025, the Company's operating activities used cash of $156,190 compared to $119,264 for the year ended June 30, 2024.

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IKIGAI CAPITAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED JUNE 30, 2025

Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued capital.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is subject to externally imposed capital requirements under Policy 2.4 of the Exchange for capital pool companies.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet arrangements.

FOURTH QUARTER

See Summary of Quarterly Results

RELATED PARTY TRANSACTIONS

(a) As at June 30, 2025, prepaid rent of $37,950 (2024 - $18,425) paid to a company controlled by directors of the Company is included in prepaid expenses. During the year ended June 30, 2025, the amount of $18,900 (2024 - $18,900) was incurred to a company controlled by directors of the Company for rent.

(b) As at June 30, 2025, advances of $56,127 (2024 - $5,659) was owed to the Chief Executive Officer of the Company which is non-interest bearing, unsecured, and due on demand.

(c) As at June 30, 2025, the amount of $5,480 (2024 - $nil) was owed to a director of the Company which is included in the accounts payable and accrued liabilities.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which includes cash, due from related party, and accounts payable and accrued liabilities, approximate their carrying values due to the relatively short-term maturity of these instruments.

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IKIGAI CAPITAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED JUNE 30, 2025

(b) Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with a high credit quality financial institution. The carrying amount of financial assets represents the maximum credit exposure.

(c) Foreign Exchange Rate Risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the foreign exchange rates. The Company is not exposed to any significant foreign exchange rate risk.

(d) 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. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

(e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

RECENT ACCOUNTING STANDARDS

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended June 30, 2025, and have not been early adopted in preparing these condensed financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company's financial statements.

ADDITIONAL DISCLOSURE FOR COMPANIES WITHOUT SIGNIFICANT REVENUE

An analysis of material components of the Company's general and administrative expenses is disclosed in the audited financial statements for the year ended June 30, 2025 to which this MD&A relates.

DISCLOSURE OF OUTSTANDING SHARE DATA

Share Capital

As at October 28, 2025, the Company had 9,100,000 shares issued and outstanding.

Stock Options

As at October 28, 2025, the Company had 900,000 stock options outstanding.

OTHER

Additional disclosures pertaining to the Company's material change reports, press releases, and other information are available on the SEDAR+ website at sedarplus.ca.