JVR Ventures Inc. — Management Reports 2026

Jan 23, 2026

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Management's Discussion and Analysis of Financial Condition and Results of Operations November 30, 2025

Management's Discussion and Analysis ("MD&A")

The following discussion is management's assessment and analysis of the results and financial condition of JVR Ventures Inc. (the "Company") for the three and nine months ended November 30, 2025, and should be read in conjunction with the accompanying unaudited condensed interim consolidated financial statements and related notes thereto for the three and nine months ended November 30, 2025, as well as the audited financial statements, related notes thereto, and MD&A for the year ended February 28, 2025.

The financial data presented in this MD&A is prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting (IAS 34) using accounting policies consistent with International Financial Reporting Standards ("IFRS") and all figures are reported in Canadian dollars unless otherwise indicated. The effective date of this report is January 23, 2026.

Business Overview

The Company was incorporated on March 3, 2021 under the Business Corporations Act (British Columbia). The Company is classified as a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange ("TSXV") 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 TSXV ("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, as well as for TSXV filing requirements, professional services, and office facilities and administration, subject to certain restrictions under Policy 2.4.

The Company is listed on the TSXV under the trading symbol "JVR.P".

Company Developments and Outlook

In May 2022, the Company completed its initial public offering ("IPO") of 4,000,000 common shares at a price of \$0.10 per common share for gross proceeds of \$400,000 and became listed on the TSXV as a CPC under the symbol "JVR".

In March 2025, the Company announced it entered into a binding term sheet with Luna Energy Ltd. ("Luna"), a private company incorporated under the Business Corporations Act (British Columbia), pursuant to which the Company would have acquired all of the issued and outstanding securities of Luna, with such arm's length acquisition (the "Proposed Transaction") constituting a reverse take-over of the Company. The Company intended that the Proposed Transaction would have constituted its Qualifying Transaction, however in July 2025, the Company terminated the agreement with Luna as the Proposed Transaction had not sufficiently advanced within the expected timeframes.

The Company is currently pursuing acquisition opportunities.

Overall Performance and Results of Operations

Total assets decreased to \$240,385 at November 30, 2025 from \$293,911 at February 28, 2025. The primary asset at November 30, 2025 was cash of \$239,900 (February 28, 2025: \$293,911). The decrease in asset value at November 30, 2025 was mainly due to the decrease in cash used in operating activities in the period.

Three months ended November 30, 2024 and 2025

Loss and comprehensive loss for the three months ended November 30, 2025 was \$6,660 compared to \$6,599 for the three months ended November 30, 2024, remaining consistent.

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Management's Discussion and Analysis of Financial Condition and Results of Operations November 30, 2025

Nine months ended November 30, 2025 and 2024

Loss and comprehensive loss for the nine months ended November 30, 2025 was \$50,373 compared to \$20,989 for the nine months ended November 30, 2024. The increase in loss and comprehensive loss is primarily attributable to an increase in professional fees and filing fees in the current period due to the Company's Proposed Transaction with Luna, which was subsequently terminated in July 2025.

Summary of Quarterly Results

The following is a summary of quarterly results for the most recent eight quarters:

	Three months ended
	Nov 30, 2025	Aug 31, 2025	May 31, 2025	Feb 28, 2025
Revenue	\$ -	\$ -	\$ -	\$ -
Loss and comprehensive loss	(6,660)	(7,263)	(36,450)	(6,274)
Basic and diluted loss per share	(0.00)	(0.00)	(0.01)	(0.00)

	Three months ended
	Nov 30,	Aug 31,	May 31,	Feb 29,
	2024	2024	2024	2024
Revenue	\$ -	\$ -	\$ -	\$ -
Loss and comprehensive loss	(6,599)	(9,279)	(5,111)	(2,598)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)

The increase in loss and comprehensive loss for the three months ended May 31, 2025 was mainly a result of increased activity in the period related to the Proposed Transaction with Luna which was terminated in July 2025.

Liquidity and Capital Resources

As at November 30, 2025 the Company had working capital of \$232,073. The Company does not currently have a recurring source of revenue and is actively seeking a Qualifying Transaction. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms that are acceptable to the Company. The uncertainty of the Company's success in raising additional capital funding may cast significant doubt on the Company's ability to continue as a going concern.

Outstanding Share Data

As at November 30, 2025 and the date of this MD&A, the Company had 6,000,000 common shares issued and outstanding, of which 2,000,000 common shares are held in escrow pending the completion of a Qualifying Transaction.

As at November 30, 2025 and the date of this MD&A, the Company had 400,000 agents' warrants and 600,000 stock options outstanding.

Related Party Transactions

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management includes executive and non-executive members of the Company's Board of Directors, the CEO and CFO.

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Management's Discussion and Analysis of Financial Condition and Results of Operations November 30, 2025

During the nine months ended November 30, 2025 and the year ended February 28, 2025, there were no related party transactions.

Changes in Accounting Policies

The Company has prepared the accompanying financial statements in accordance with IFRS and the same accounting policies and methods of computation are followed in the unaudited condensed interim consolidated financial statements as in the audited financial statements as at and for the year ended February 28, 2025. Newly adopted or changes in accounting policies are described in Note 3 of the Company's financial statements for the three and nine months ended November 30, 2025, if any.

Critical Accounting Estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. Critical accounting estimates are described in Note 3 of the Company's annual audited financial statements for the year ended February 28, 2025, if any.

Financial Instruments

Refer to Note 6 of the Company's financial statements for the three and nine months ended November 30, 2025 for disclosure regarding the Company's financial instruments. Cash and accounts payable and accrued liabilities are held at amortized cost which approximates fair value due to the short-term nature of these instruments.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that would potentially affect current or future operations or the financial condition of the Company.

Proposed Transactions

There are no proposed transactions that have not been disclosed herein.

Risks and Uncertainties

A detailed discussion of the Company's risk and uncertainties can be found in the Company's final prospectus dated March 29, 2022, and available on SEDAR+ at www.sedarplus.ca

Management's Report on Internal Control over Financial Reporting

In connection with National Instrument ("NI") 52-109 (Certification of Disclosure in Issuer's Annual and Interim Filings) adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited condensed interim consolidated financial statements and the audited annual financial statements and respective accompanying Management's Discussion and Analysis. The Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca

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Management's Discussion and Analysis of Financial Condition and Results of Operations November 30, 2025

Caution Regarding Forward Looking Information

This Management's Discussion and Analysis may contain certain "forward-looking statements" within the meaning of Canadian securities legislation. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, the ability of the Company to successfully acquire assets, the Company's need for and ability to obtain funding to support the Company's strategic plans and/or operating activities in the future, the continued participation in the Company of certain key employees, risks normally incident to an acquisition, and other risk factors discussed in greater detail in the Company's various filings on SEDAR (www.sedar.com) with Canadian securities regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Approval

The Board of Directors of the Company has approved the disclosure contained in this MD&A on January 23, 2026.