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Maple Leaf Green World Inc. Management Reports 2025
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Management Reports
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MAPLE LEAF GREEN WORLD INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
THREE AND NINE MONTHS ENDED
September 30, 2025
(EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED)
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
November 29, 2025
This Management's Discussion and Analysis ("MD&A") has been prepared by management of Maple Leaf Green World Inc. ("Maple Leaf" or the "Company") to assist readers in understanding the Company's financial condition and results of operations. It should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2025 (the "Interim Financial Statements") and the audited consolidated financial statements for the years ended December 31, 2024 and 2023, including the accompanying notes.
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (IASB). This MD&A is current to November 29, 2025, the date on which it was approved by the Board of Directors.
All financial information herein is presented in Canadian dollars (\$) unless otherwise stated.
Additional information relating to the Company is available on SEDAR+ (www.sedarplus.ca) and on the Company's website at www.mlgreenworld.com.
FORWARD-LOOKING STATEMENTS. This MD&A contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements reflect management's current expectations and assumptions regarding future events and performance. Words such as "expects," "anticipates," "plans," "intends," "believes," "estimates," "may," "could," "would," "will," and similar expressions are intended to identify such statements. Forward-looking statements in this MD&A include, but are not limited to, the Company's expectations regarding:
- the development and performance of its business and projects;
- the availability and terms of future financing;
- the timing of regulatory filings and the revocation of the cease-trade order; and
- the pursuit of renewable-energy and clean-technology opportunities.
Forward-looking statements are subject to numerous known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Such risks include, but are not limited to, those described under "Risk Factors" in this MD&A and in the Company's other continuous-disclosure filings available on SEDAR+. Although management believes the assumptions underlying these statements are reasonable, no assurance can be given that actual results will be consistent with such expectations.
Readers should not place undue reliance on forward-looking statements. Forward-looking statements contained herein speak only as of the date of this MD&A, and the Company undertakes no obligation to update or revise them to reflect new information or future events, except as required by applicable securities laws. All forward-looking statements are expressly qualified by this cautionary statement.
MANAGEMENT STRATEGY AND OUTLOOK As of the date of this MD&A, management has completed all outstanding 2024 year-end filings and submitted its application to the Alberta Securities Commission for revocation of the cease-trade order issued May 6, 2025. The Company's near-term objectives include:
- maintaining full regulatory compliance and regaining trading status;
- pursuing bridge and equity financing to stabilize operations; and
- advancing renewable-energy and clean-technology initiatives, including potential solar-power and sustainable-infrastructure projects in rural Alberta.
Medium-term focus: Over the medium term, the Company intends to leverage its experience and assets to establish a sustainable, revenue-generating platform in the clean-energy sector while managing its California real-estate holdings through its U.S. subsidiary. Management continues to evaluate potential acquisitions and partnerships that align with this strategy.
Approved by the Board of Directors on November 29, 2025.
COMPANY OVERVIEW.
Maple Leaf Green World Inc. ("Maple Leaf" or the "Company") is incorporated in Alberta, Canada. Its common shares are listed on the Canadian Securities Exchange (CSE) under the ticker symbol MGW and on the OTC Pink under the symbol MGWFF. The corporate office is currently located at Suite 203, 1222 - 11th Ave SW, Calgary, Alberta, T3C 0M4.
The Company is a development-stage issuer and has ceased all cannabis-related operations, transitioning its focus to renewable-energy and sustainable-infrastructure projects in the greenhouse, solar, and renewal energy sector. The Company also holds real estate assets in California through its U.S. subsidiary, which are being maintained in preservation mode pending redevelopment or disposition opportunities..
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
MANAGEMENT STRATEGY AND OUTLOOK
The Company is undergoing a comprehensive transformation, evolving from a single-sector entity into a diversified, revenue-generating company.
Core Strategy and Flagship Projects
The core strategy centers on identifying and developing profitable opportunities in renewable energy and sustainable infrastructure.
- Coronation Project: A flagship initiative is the Coronation Industrial Park and Community Development Project, undertaken in collaboration with the Town of Coronation. This involves developing 25 acres of land for state-of-the-art facilities, including greenhouses, a food processing plant, and a ready-to-move manufacturing facility, incorporating an integrated solar power system to achieve energy self-sufficiency and zero emissions. The Company entered into a Land Use Agreement with the Town of Coronation on January 30, 2025.
- Solar Development: The Company is advancing its renewable-energy initiatives, including the development of a solar power project or renewable energy project on its existing 20-acre land holding.
Near-Term Priorities (Fiscal 2025)
Fiscal 2025 represents a transition period, with management's near-term priorities focused on financial stabilization and project advancement:
- Completing the regulatory reinstatement process and regaining trading status after the Cease-Trade Order (CTO).
- Pursuing bridge and equity financing to strengthen working capital and retire outstanding debts.
- Advancing its renewable-energy and sustainable-infrastructure initiatives to build a foundation for future revenue generation.
Investment and Collaboration
Management continues to evaluate potential acquisitions and partnerships that align with the renewable energy strategy. Historically, the Company has obtained funding via the issuance of shares, warrants, and debt financing. The successful execution of this diversified, integrated business model is expected to deliver substantial annual revenue and drive regional economic growth.
GOING CONCERN.
The accompanying unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2025 have been prepared on a going-concern basis in accordance with IFRS. This basis of preparation assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The validity of this assumption depends on the Company's ability to obtain additional financing, achieve profitable operations, and manage its obligations as they become due.
The Company is a development-stage issuer and has not generated any significant revenues to date. Key financial indicators are summarized below:
| Description | September 30, 2025 ($) | December 31, 2024 ($) |
|---|---|---|
| Cash and Cash Equivalents | 4,971 | 1,971 |
| Working Capital Deficiency | (8,245,000) | (8,221,956) |
| Accumulated Deficit | (45,132,364) | (45,109,319) |
The Company continues to experience significant liquidity constraints and remains dependent on related-party and external financing to sustain operations. Management forecasts that expenditures and commitments will exceed available working capital during fiscal 2025 unless additional funding is secured. These conditions, together with outstanding creditor and legal claims, represent material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern.
There are also several outstanding legal claims related to unpaid invoices from the construction of the Company's former cannabis facility in British Columbia. These matters, together with the Company's ongoing liquidity challenges, represent material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern.
The Company has a note payable ("GSGW Note") secured by a Deed of Trust on its California land parcel, which comprises the Company's property and equipment balance as at September 30, 2025 (see Note 6 of the financial statements). The Company has been in default on this note since August 2021, resulting in the interest rate increasing to 20%. Management is evaluating all available options, including bridge financing, asset sales, and strategic partnerships, and is in discussions with the lender to seek a forbearance arrangement. Failure to negotiate acceptable terms or secure sufficient financing could result in enforcement against the collateral.
Historically, the Company has funded operations primarily through the issuance of shares, warrants, and debt instruments. Management is actively pursuing new financing, debt-settlement arrangements, and potential asset monetization; however, there is no assurance that these initiatives will be successful or that funding will be available on favourable terms.
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
If the Company is unable to obtain adequate financing or otherwise generate sufficient cash flow, management may be required to implement further cost-reduction measures, defer project expenditures, pursue asset dispositions, or consider strategic alternatives, including a merger, sale, or liquidation.
These conditions collectively indicate the existence of material uncertainties that cast significant doubt on the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to the carrying amounts of assets, liabilities, or related disclosures that might result should the Company be unable to continue as a going concern. Such adjustments could be material. See Note 2 to the Interim Financial Statements for details.
These conditions, together with the legal contingencies described in Note 16 to the Financial Statements, indicate the existence of material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern
SUMMARY OF CORPORATE ACTIVITIES.
For the nine months ended September 30, 2025, the Company focused on financial stabilization, regulatory compliance, and advancement of its strategic transition to renewable-energy and sustainable-development initiatives. Key activities and results for the period included:
- Debt Settlement and Restructuring: The Company previously achieved significant liability reductions through debt settlement agreements, notably the settlement of approximately $2.4 million in payables for $240,116, and the full settlement of $513,720 owed to Woodmere Nursery Ltd. for $1. The Company continued ongoing negotiations with creditors during the current period.
- Regulatory Filings and Compliance: Completion of the September 30, 2025, financial statements and MD&A supports the formal application to the Alberta Securities Commission (ASC) for revocation of the outstanding Cease-Trade Order (CTO).
- Project Development: The Company continued the ongoing assessment of solar-energy and clean-technology opportunities in Alberta and other jurisdictions. This includes advancing initiatives such as the Coronation Industrial Park and Community Development Project.
- Asset Preservation: The Company maintained its California land and greenhouse properties in preservation mode while evaluating potential partnerships or divestment.
- Financing and Cash Management: The Company maintained minimal cash of $4,971 as at September 30, 2025, generating $24,425 in financing cash inflows primarily from related-party advances, while exploring new financing alternatives.
These actions represent the Company’s ongoing effort to restore financial stability, regain regulatory standing, and reposition the Company as an emerging participant in Canada’s renewable-energy and sustainable-development sector.
FINANCIAL AND OPERATIONAL PERFORMANCE
In management’s view, the expenses incurred by the Company are typical of an early-stage development company that has not yet established commercial operations or generated operating revenues. Expenditures fluctuate from quarter to quarter based on regulatory filings, financing efforts, project development activities, and creditor-settlement initiatives. The following tables set forth selected operational results in accordance with IFRS:
| For the three months ended | For the Nine months ended | |||
|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |
| Total Revenue | (0.00) | (0.00) | (0.00) | (0.00) |
| Net income/(loss) for the period | (8,595) | (103,999) | (23,044) | (154,947) |
| Net income/(loss) per share | (0.00) | (0.00) | (0.00) | (0.00) |
| Total comprehensive income/(loss) | (8,595) | (103,999) | (23,044) | (154,947) |
| Capital expenditures | nil | nil | ||
| September 30, 2025 | September 30, 2024 | |||
| Total assets | 203,110 | 167,496 | ||
| Total long term financial liabilities | (0.00) | 5,980,280 | ||
| Working capital (deficit) | (8,245,000) | (9,963,858) |
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
| Summary of Quarterly Results | $ | $ | $ | $ | $ | $ | $ | $ |
|---|---|---|---|---|---|---|---|---|
| Quarter ended | 30-Sep-25 | 30-Jun-25 | 31-Mar-25 | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | 31-Mar-24 | 31-Dec-23 |
| Revenue | 0 | 0 | 0 | - | - | - | - | - |
| Operating expenses | (8,595) | (12,797) | (14,449) | (315,530) | (138,661) | (231,213) | (118,788) | (313,464) |
| Other items | 0 | 0 | - | (277,380) | (94,599) | (101,519) | (80,530) | |
| Net loss | (8,595) | (12,797) | (14,449) | (315,530) | (416,041) | (325,812) | (220,307) | (393,994) |
| Loss per share | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) |
RESULTS OF OPERATIONS
The Company remains a development-stage issuer and generated no revenue during the three- and nine-month periods ended September 30, 2025, or the comparable periods in 2024.
| Metric | Three Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2025 |
|---|---|---|
| Net Income (Loss) for the Period | ($) | ($) |
| Total Revenue | $0.00 | $0.00$ |
| Net Income (Loss) | (8,595) | (103,999) |
Net Income (Loss) Trend:
- Three Months: The net loss decreased significantly from $(103,999) in 2024 to $(8,595) in 2025. This improvement of approximately 92% primarily reflects the near elimination of Professional Fees and Consulting Fees incurred during the three-month period in 2025 compared to 2024.
- Nine Months: The net loss for the nine months ended September 30, 2025, decreased by approximately 85% to $(23,044) compared to $(154,947) in the same period in 2024. This reflects management's successful cost-control efforts, particularly regarding personnel, professional, and consulting expenses.
LIQUIDITY AND CAPITAL RESOURCES
Financial Position Summary. The table below summarizes the Company's financial position and liquidity:
| Category | September 30, 2025 ($) | December 31, 2024 ($) |
|---|---|---|
| Cash | $4,971 | $1,971 |
| Total Current Assets | $44,110 | $65,534 |
| Total Current Liabilities | $8,289,110 | $8,287,490 |
| Working-Capital Deficiency | $(8,245,000) | $(8,221,956) |
| Total Assets | $203,110 | $224,534 |
The Company remains dependent on related parties and external sources for financing. Management continues to pursue bridge-loan facilities, private placements, and joint-venture arrangements to provide liquidity of approximately $0.5–1.0 million over the next twelve months.
Working Capital. As at September 30, 2025, the Company had a working-capital deficit of $(8,245,000) (December 31, 2024 – $(8,221,956)). As at September 30, 2025, the Company had cash of $4,971, compared with $1,971 at the beginning of the year.
Cash Flow Summary (Nine Months Ended September 30). The net increase in cash for the period was $3,000.
(i). Operating Activities: Cash used in operating activities amounted to $(21,425) for the nine months ended September 30, 2025. This reduction in cash used, compared to prior periods, reflects management's cost-control efforts.
(ii). Financing Activities: Cash flows from financing activities generated $24,425, primarily from related-party advances and short-term funding support.
(iii). Investing Activities: There were no investing activities during the period.
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
Contractual Obligations. Based on the contractual obligations as at September 30, 2025, all current liabilities, totaling $8,289,110, are contractually due within the 2025 fiscal year.
| Payment Due by Year | 2025 ($) | Total ($) |
|---|---|---|
| Accounts payable and accrued liabilities | $4,331,287 | $4,331,287 |
| Notes payable | $2,970,225 | $2,970,225 |
| Canada Emergency Business Account | $62,852 | $62,852 |
| Related Party Payables | $853,746 | $853,746 |
| Convertible Debenture | $71,000 | $71,000 |
| Total | $8,289,110 | $8,289,110 |
RELATED PARTY TRANSACTIONS
In accordance with Section 1.9 of Form 51-102F1, the following summarizes material transactions with related parties during the nine months ended September 30, 2025. Related parties include directors, officers, their close family members, and entities controlled by such individuals, as defined by IFRS.
Parties Involved. Key Management Personnel and Related Entities:
(i). Raymond Lai – CEO & Director
(ii). Herman Luo – CFO & Director
(iii). Winston Wentong Gao – Director, VP Finance
(iv). Terence Lam – Director (resigned effective October 13, 2025, subsequent to the period end)
(v). Amanda Lai – Spouse of CEO
(vi). Entities Controlled by Management: Lamb & Company Inc. (CFO controlled), Nice Accounting Services (CEO controlled)
Nature, Purpose, and Terms of Transactions. The table below outlines the material related party transactions and their respective business purpose during the nine months ended September 30, 2025:
| Transaction | Amount (9 Months Ended Sep 30, 2025) | Business Purpose & Terms |
|---|---|---|
| Advances Received (Cash Flow from Financing) | $24,425 | Purpose: To provide short-term liquidity and fund essential operating expenditures. Terms: Unsecured, non-interest-bearing, and due on demand. |
| Management Fees, Salaries, Consulting | $Nil | Purpose: Compensation for key management and corporate services. This reflects a period of strict cost curtailment as the Company transitioned. |
| Interest Expense | $Nil | Purpose: Cost of borrowed capital. This reflects that the key related party advances are non-interest bearing. |
| Net Repayment of Receivable (Raymond Lai) | $17,279 (Calculated: $63,563 - $46,284) | Purpose: Repayment of funds previously advanced to or obligations incurred by management. |
Ending Balances and Commitments. The following material balances represent ongoing commitments to related parties as at September 30, 2025. All related party payables and the related party portion of accounts payable are unsecured, non-interest-bearing, and due on demand.
| Account | Balance as at Sep 30, 2025 ($) | Balance as at Dec 31, 2024 ($) | Description / Business Purpose of Balance |
|---|---|---|---|
| Related Party Payables | $853,746 | $853,746 | Loans provided to the Company by directors and related family members to maintain liquidity and fund core operations. |
| Included in Accounts Payable & Accrued Liabilities | $241,255 | $241,255 | Accrued and unpaid management, consulting, and accounting fees owed to key management personnel and their controlled entities. |
| Due from Management (Raymond Lai) | $46,284 | $63,563 | Receivable from Mr. Raymond Lai for funds advanced or obligations incurred in the normal course of business. |
All related party transactions were conducted in the normal course of business and measured at the exchange amount, being the amount agreed to by the parties.
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES AND NEW ACCOUNTING STANDARDS
The preparation of financial statements in conformity with International Financial Reporting Standards (IFRS) requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the consolidated financial statements. These critical accounting estimates represent management's best estimates that are inherently uncertain, and any changes in these estimates could materially impact the Company's consolidated financial statements.
Management continuously reviews its estimates and assumptions using the most current information available. Key areas where estimates and judgments are applied include, but are not limited to:
- Going Concern Assumption: Assessing the Company's ability to continue in operation for the foreseeable future.
- Income Taxes: Determining appropriate rates and amounts for deferred income tax assets or liabilities.
- Accrued Liabilities and Provisions: Estimating the amounts of accrued liabilities related to contractual arrangements and potential contingent liabilities.
- Property and Equipment: Estimating useful lives, residual values, and assessing impairment indicators.
- Share-Based Payments: Determining the fair value of stock options and warrants.
There were no material changes in the Company's accounting estimates or assumptions, including the useful lives of property and equipment, during the nine months ended September 30, 2025.
New Accounting Standards. The Company adopted amendments to IAS 1 (Presentation of Financial Statements), IFRS 16 (Leases), IAS 7 (Statement of Cash Flows), and IFRS 7 (Financial Instruments: Disclosures) effective January 1, 2024. These changes did not have a material impact on the consolidated financial statements.
Management is monitoring new standards, including IFRS 18 (Presentation and Disclosure in Financial Statements), which is effective January 1, 2027, and amendments to IAS 21 (The Effects of Changes in Foreign Exchange Rates) regarding lack of exchangeability. Neither of these future pronouncements is currently expected to have a significant impact on the Company's consolidated financial statements.
FAIR VALUE MEASUREMENTS
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment, and therefore, cannot be determined with precision.
Management assessed that the fair values of cash and cash equivalents, other receivables, accounts payable and accrued liabilities, notes payable, and related party payables approximate their carrying amounts. This is largely due to the short-term maturities of most instruments, and in the case of notes payable, the fair value approximates the carrying value because the fixed interest rate is considered a market rate for similar instruments offered to the Company.
Fair Value Hierarchy. The table below provides the quantitative disclosures of the fair value measurement hierarchy of the Company's financial assets and liabilities measured on a recurring basis:
| September 30, 2025 | September 30, 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Assets and liabilities measured at fair value | Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (level 3) | |
| Cash | 4,971 | - | - | 514 | - | - | |
| Notes payable | - | $2,970,225$ | - | - | 2,409,211 | - |
FINANCIAL INSTRUMENTS AND RELATED RISKS
The Company manages its exposure to key financial risks in accordance with its financial risk management framework. The objective of this framework is to protect the Company's future financial security. The main risks that could adversely affect the Company's financial assets, liabilities, or future cash flows are liquidity risk, credit risk, and market risk, which comprises foreign exchange rate risk, interest rate risk, and other price risk. The Company's Board of Directors has overall responsibility for the establishment and oversight of this framework and reviews the policies on an ongoing basis⁴. The Company currently does not apply any form of hedge accounting.
(a) Credit Risk. It is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
(i). Exposure: The Company is exposed to credit risk primarily associated with cash and cash equivalents and the due from management balance.
(ii). Maximum Exposure: The carrying value of these financial assets represents the maximum credit exposure.
(iii). Current Assets Exposed (as at September 30, 2025):
a. Cash: $4,971
b. Due from Management: $46,284
(iv). Assessment: There were no trade accounts receivable outstanding as at September 30, 2025. Management anticipates full collection on the amount due from management.
(v). Mitigation: The Company places its cash with high-quality financial institutions $^{13}$ and undertakes credit evaluations on counterparties as necessary.
(b) Liquidity Risk. This is the risk that the Company will be unable to meet its financial obligations as they fall due.
(i). Constraint: The Company continues to experience severe liquidity constraints, as evidenced by a working capital deficiency of $ (8,245,000) as at September 30, 2025.
(ii). Forecast: Management anticipates that existing resources will not be sufficient to fund operations beyond the third quarter of 2025.
(iii). Obligations: Based on contractual obligations, total current liabilities of $8,289,110 are expected to result in cash outflows in 2025.
(iv). Dependence: The Company monitors cash requirements closely and remains dependent on related-party funding and external financing to meet its obligations.
(c) Market Risk. Market risk includes interest-rate risk, currency risk, and other price risk.
(i). Interest Rate Risk. The Company's notes payable bear fixed interest rates of 10% to 20% per annum.
A. As these rates are fixed, the Company does not have interest rate risk at September 30, 2025, as changes in prevailing market interest rates do not affect the cash flows or fair value of these fixed-rate instruments.
(ii) Currency Risk. The Company is exposed to foreign currency risk ($137,376) as it holds assets and liabilities denominated in the U.S. Dollar (USD), which is not its functional currency (CAD).
A. The Company's net exposure is summarized below (expressed in Canadian Dollar equivalents):
| Exposure | 30-Sep-25 | 31-Dec-24 |
|---|---|---|
| ($) | ($) | |
| Accounts payable | (5,018) | (5,018) |
| Notes payable | 1,378,776 | 1,378,776 |
| Net Exposure | 1,373,757 | 1,373,757 |
B. Sensitivity: A 10% change in the USD against the CAD would have increased (decreased) comprehensive loss by approximately $137,376 as at September 30, 2025.
C. Mitigation: The Company currently does not manage currency risk through hedging or other currency management tools.
iii. Other Price Risk. The Company is not exposed to other price risk (i.e., risk of fluctuation due to changes in market prices other than interest rate or currency risk).
(d) Legal claim contingency. The Company is party to legal proceedings and other claims in the ordinary course of its operations. Litigation and other claims are subject to many uncertainties, and the outcome of individual matters is not predictable.
(i). Where management can estimate that a loss is probable, a provision has been recorded in the financial statements.
(ii). Where proceedings are at a premature stage or the ultimate outcome is not determinable, no provision is recorded.
It is possible that the final resolution of these matters may require the Company to make expenditures over an extended period of time and in a range of amounts that cannot be reasonably estimated. This is particularly true for interest charges on overdue accounts payable balances.
Should the Company be unsuccessful in its defense or settlement of one or more of these legal actions, there could be a materially adverse effect on the Company's financial position, future results of operations, and cash flows.
Specific concerns as noted in the recent filings include:
(i). GSGW Note Default: The Company is in default on the GSGW Note, secured by its California land parcel, which exposes the Company to potential enforcement actions against the collateral.
(ii). Cease-Trade Order (CTO): The Company's securities are subject to a Cease Trade Order issued by the Alberta Securities
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
Commission (ASC) due to delayed filings. Revocation is pending completion and acceptance of the required filings.
(iii). Unsettled Creditor Claims: Although certain debts were settled in 2024, remaining liabilities, including outstanding legal claims from the construction of the former cannabis facility, could result in further legal proceedings or enforcement actions.
SHARE CAPITAL AND OUTSTANDING SHARE DATA
The authorized share capital of the Company consists of an unlimited number of common shares without par value and an unlimited number of preferred shares.
Issued Capital. As at September 30, 2025, the Company had 38,792,403 common shares issued and outstanding. This figure is unchanged from December 31, 2024.
No common or preferred shares were issued during the nine months ended September 30, 2025. There were no preferred shares issued and outstanding at that date.
Stock Options. As at September 30, 2025, no stock options were outstanding.
Warrants. As at September 30, 2025 there are 3,587,500 warrants, exercisable at $0.10 with expiry date of November 15, 2025.
Convertible Debentures. No new convertible debentures were issued during the nine months ended September 30, 2025. The remaining balance of the previously issued debentures was $71,000, representing the amortized cost of the debt component. The outstanding balance of $71,000 was the same as at December 31, 2024. The equity component of $11,860, initially recognized in 2023, was reclassified to Contributed Surplus during 2024 upon the expiry of the related debenture terms.
Outstanding Share Data (as at November 29, 2025)
As of the date of approval of this MD&A (November 29, 2025), the Company had:
- 38,792,403 common shares issued and outstanding.
- No stock options or preferred shares outstanding.
- 3,587,500 common share purchase warrants exercisable at $0.10 per share until November 15, 2025.
- Convertible debentures with an outstanding principal amount of $71,000 bearing the same terms as described above.
Capital Management
The Company's capital management objective is to maintain sufficient liquidity to meet short-term obligations and support ongoing operations while minimizing dilution. The Company is not subject to externally imposed capital requirements.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The Company files the Venture Issuer Basic Certificate (Forms 52-109FV1 and 52-102FV2).
Cautionary Language (Venture Issuer Status). The certifying officers have used the Venture Issuer Basic Certificate, which includes a "Note to Reader" that the certifying officers are not making any representations relating to the establishment and maintenance of Disclosure Controls and Procedures (DC&P) and Internal Controls over Financial Reporting (ICFR). Accordingly, the discussion below is limited to certain elements of the controls, and no conclusions on the effectiveness of DC&P and ICFR are being made.
Disclosure Controls and Procedures (DC&P) and ICFR Design. The Company's disclosure controls and procedures (DC&P) are designed to ensure that material information required to be publicly disclosed is gathered and reported to senior management, including the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), on a timely basis.
The design of the Company's internal controls over financial reporting (ICFR) is based on the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS.
Inherent Limitations. Management recognizes that any system of internal control, no matter how well designed, has inherent limitations. A system of controls can only provide reasonable—not absolute—assurance with respect to the prevention or detection of misstatements or fraud.
Changes in Internal Controls. There have been no changes in the Company's internal controls over financial reporting during the nine-month period ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company's ICFR.
RISK FACTORS
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
An investment in the securities of the Company involves significant risk. The risks described below are those that management believes could materially affect the business, financial condition, and results of operations of the Company. These risks are not the only ones the Company faces; additional risks that are currently unknown or deemed immaterial may also adversely affect performance. If any of these risks materialize, actual results may differ materially from the forward-looking statements contained in this MD&A.
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Going-Concern Risk and Financial Condition. The Company has no revenue, minimal cash, recurring losses, and a significant working-capital deficit. As at September 30, 2025, the Company had cash of approximately $4,971 and a working-capital deficit of approximately $(8,245,000). The Company relies on related-party financing and settlements with creditors to sustain operations. These conditions create material uncertainty regarding the Company's ability to continue as a going concern. Failure to obtain near-term financing may result in creditor enforcement and insolvency proceedings
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Financing and Capital-Market Risk. The Company's ability to raise debt or equity financing is uncertain given its financial position, lack of revenues, and current Cease-Trade Order ("CTO") issued by the Alberta Securities Commission. Any financing that is completed may:
(i). result in significant shareholder dilution
(ii). involve restrictive or unfavorable debt terms
(iii). limit the Company's ability to pursue strategic opportunities
Prevailing market conditions—high interest rates, constrained risk appetite for small-cap issuers, and reduced liquidity—may further limit access to capital.
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Risk of Loss of U.S. Land Asset (California Property). The Company is in default under the GSGW Note, which is secured by its California land. Default interest continues to accrue, and the lender may exercise foreclosure remedies at any time. Loss of this property would materially impair the Company's asset base, operations, and prospects.
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Regulatory and Filing Compliance Risk (CTO Status). The Company remains subject to a CTO, restricting its ability to raise capital and potentially affecting relationships with investors, regulators, and auditors. ASC staff may require additional disclosure, revised filings, or enhanced financial information prior to revocation.
Failure to maintain or restore regulatory compliance could:
(i). delay CTO revocation
(ii). restrict access to capital
(iii). increase regulatory oversight
(iv). trigger additional sanctions
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Dependence on Related-Party Financing. The Company has relied heavily on unsecured advances from directors, officers, and related companies. These amounts are payable on demand and not subject to binding commitments. Any withdrawal or reduction of related-party support could materially impair liquidity and the Company's ability to continue operations.
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Lack of Revenue and Early-Stage Business Model. The Company has no commercial revenue and has not generated income from its intended renewable-energy and sustainable-infrastructure initiatives. Success depends on securing financing, partners, regulatory approvals, and viable project economics. There is no assurance the Company will ever achieve profitability.
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Execution and Business-Development Risk. The Company's transition from legacy operations to renewable-energy and infrastructure development involves high uncertainty. Risks include:
(i). inability to secure grid interconnection
(ii). rising construction and financing costs
(iii). failure to attract credible partners or EPC firms
(iv). regulatory setbacks in the U.S. or Canada
Failure to execute these initiatives would limit future revenue potential.
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Valuation and Impairment Risk. Carrying values of the California property and other assets involve significant estimation uncertainty. Market conditions, regulatory barriers, or project delays may reduce recoverable amounts, leading to impairment losses that would negatively affect the Company's financial statements.
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Legal, Creditor, and Contingency Risk. The Company continues to manage legacy liabilities and creditor claims arising from prior operations. While certain settlements have been achieved, unresolved claims may result in litigation, judgments, or enforcement actions. Unfavorable outcomes may materially impact financial stability and could trigger insolvency proceedings.
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U.S. Legal and Compliance Risk (AML / Proceeds of Crime). The Company's U.S. investment activities may be subject to anti-
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
money-laundering, financial-recordkeeping, and proceeds-of-crime laws. Non-compliance could result in:
(i). fines, penalties, or sanctions
(ii). restrictions on repatriation of funds
(iii). reputational harm
(iv). heightened scrutiny by regulators or exchanges
The Company is not aware of any violation but cannot eliminate future risk exposure.
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Operational and Key-Personnel Risk. The Company has a small management team and limited financial resources. The loss of key individuals, or inability to attract qualified personnel, consultants, or technical professionals, could materially impede execution of the Company’s business plan and regulatory obligations.
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Political, Economic, and Market Risk. Economic and political instability—including inflation, interest-rate volatility, government policy changes, and geopolitical tension—may affect financing availability, project economics, and investor sentiment. These factors may further impair the Company’s valuation or ability to raise capital.
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Competition Risk. The renewable-energy sector is highly competitive. Larger, better-capitalized entities may compete for government incentives, land access, grid capacity, and development partners. Such competition may limit the Company’s ability to advance its projects on favorable terms.
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Cybersecurity and IT Risk. Although operations remain limited, the Company maintains financial and corporate records. Cybersecurity breaches or IT system failures may expose the Company to liability, regulatory action, operational disruption, or loss of confidential information.
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Dilution and Share-Price Volatility Risk. The Company’s shares are thinly traded and subject to significant volatility, particularly while the CTO remains in effect. Future equity financings will likely dilute existing shareholders. Limited liquidity may restrict shareholders’ ability to sell shares at desired prices.
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Strategic Transaction Risk. Future acquisitions, divestitures, or partnerships may expose the Company to unexpected liabilities, integration challenges, financial risks, or delays in realizing expected benefits. Any such transaction may materially impact operations.
Risk Monitoring and Mitigation
Management monitors these risks on an ongoing basis and implements mitigation strategies where feasible, including cost control, debt-settlement initiatives, pursuit of financing, and engagement with regulators. However, given market conditions and financial constraints, there is no assurance such measures will sufficiently mitigate the risks described above.
SUBSEQUENT EVENTS Subsequent to September 30, 2025, no material subsequent events occurred. The Company continues to pursue CTO revocation, anticipated upon acceptance of these filings.
OUTLOOK Fiscal 2025 continues to represent a transition period for the Company as it focuses on:
(i). completing the regulatory reinstatement process and regaining trading status;
(ii). pursuing bridge and equity financing to strengthen working capital; and
(iii). advancing its renewable-energy and sustainable-infrastructure initiatives to build a foundation for future revenue generation.
The Company operates in a challenging environment characterized by higher interest rates, tight capital markets, and cautious investor sentiment, particularly among early-stage issuers. Management’s near-term priorities include securing sufficient funding to maintain operations, complete the CTO revocation, and position the Company for strategic project development and long-term growth in the clean-energy sector.
MAPLE LEAF GREEN WORLD INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
MANAGEMENT'S DISCUSSION AND ANALYSIS
MAPLE LEAF GREEN WORLD INC.
CORPORATE DATA
LISTING:
Canadian Stock Exchange.
Symbol: MGW
and additional trading:
OTCIQ Pink
Symbol: MGWFF
HEAD OFFICE
Suite 203, 1222 - 11th Ave SW, Calgary,
Alberta T3C 0M4
Contact: Raymond Lai
Telephone: (403) 907-3715
E-Mail: [email protected] website:
www.mlgreenworld.com
DIRECTORS AND OFFICERS
RAYMOND LAI
Director, President, CEO & Chairman
HERMAN LUO
Director, CFO and VP Finance
WINSTON WENTONG GAO
Director, Audit Committee Member
THOMAS WEST
Director & Audit Committee Member
TERENCE LAM (Resigned on October 13, 2025)
Director
AUDITORS
MS PARTNERS LLP (Resigned on October 12, 2025)
CHARTERED PROFESSIONAL ACCOUNTANTS
REGISTRAR AND TRANSFER AGENT
ODYSSEY TRUST COMPANY
Stock Exchange Tower
350 - 300 5th Avenue SW
Calgary Alberta T2P 3C4