Matador Technologies — Annual Report 2023

Mar 28, 2024

Scaling Capital 1 Corp.

(A Capital Pool Company)

Financial Statements

For the years ended December 31, 2023 and 2022

(Stated in Canadian Dollars)

• 1 -

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Crowe MacKay LLP Elveden House 1700, 717 - 7 Avenue SW Calgary, AB T2P 0Z3 Main +1(403) 294-9292 Fax +1(403) 294-9262 www.crowemackay.ca

Independent Auditors' Report

To the Shareholders of Scaling Capital 1 Corp.

Opinion

We have audited the financial statements of Scaling Capital 1 Corp. (the "Company"), which comprise the statements of financial position as at December 31, 2023 and December 31, 2022 and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and December 31, 2022, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements which describes the material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Other than the matter described in the Material Uncertainty Related to Going Concern section, we have determined there are no key audit matters to be communicated in our report.

Other Information

Management is responsible for the other information. The other information comprises:

• Management's Discussion and Analysis

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information

identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the other information prior to the date of this auditors' report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditors' report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditors' report is Ashley Kidd.

Crowe Mackay LLP

Chartered Professional Accountants Calgary, Canada March 28, 2024

Scaling Capital 1 Corp. (A Capital Pool Company) Statements of Financial Position

As at December 31

(in Canadian Dollars)

		2023		2022
Assets
Current
Cash	$	839,314	$	611,757
Deferred issuance costs		-		56,743
HST recoverable		6,091		-
Total Assets		845,405		668,500
Liabilities
Current
Accounts payable and accrued liabilities		21,333		85,847
Total Liabilities	$	21,333	$	85,847
Shareholders’ Equity
Share capital (note 6)		873,954		625,000
Contributed surplus		187,592		-
Deficit		(237,474)		(42,347)
Total Shareholders’ Equity		824,072		582,653
Total Liabilities and Shareholders’ Equity	$	845,405	$	668,500

Nature of operations and going concern (note 1)

Approved on behalf of the Board of Directors of Scaling Capital 1 Corp.

(signed)“John Wilson” Director	(signed)“James Fox”
	Director

The accompanying notes are an integral part of these financial statements

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Scaling Capital 1 Corp. (A Capital Pool Company) Statements of Loss and Comprehensive Loss For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

		2023		2022
Expenses
Professional fees	$	41,626	$	26,735
Share based compensation (note 6)		153,501		-
Total Expenses		195,127		26,735
Net loss and comprehensive loss	$	195,127	$	26,735
Net loss per share (note 9)
Basic and diluted	$	(0.01)	$	(0.00)

The accompanying notes are an integral part of these financial statements

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Scaling Capital 1 Corp. (A Capital Pool Company) Statements of Changes in Equity For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

	Number of				Contributed
	shares		Share capital		Surplus		Deficit		Total
Balance as at December 31, 2021	12,500,000	$	625,000	$	-	$	(15,612)	$	609,388
					-
Net loss and comprehensive loss	-		-				(26,735)		(26,735)
Balance as at December 31, 2022	12,500,000		625,000		-		(42,347)		582,653
Issuance of common shares on IPO	4,500,000	$	450,000	$	-	$	-	$	450,000
Issuance of options	-		-		187,592		-		187,592
Share issuance costs	-		(201,046)		-		-		(201,046)
Net loss and comprehensive loss	-		-		-		(195,127)		(195,127)
Balance as at December 31, 2023	17,000,000	$	873,954	**$ **	187,592	$	(237,474)	$	824,072

The accompanying notes are an integral part of these financial statements

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Scaling Capital 1 Corp. (A Capital Pool Company) Statements of Cash Flows

For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

Operating activities		2023		2022
Net loss for the year	$	(195,127)	$	(26,735)
Non-cash items:
Share based compensation		153,501		-
Changes in non-cash working capital:
HST Recoverable		(6,091)		-
Accountspayable and accrued liabilities		(64,514)		13,492
Cash used in operating activities	$	(112,231)	$	(13,243)
Financing activities
Issuance of Common shares (note 6)		450,000		-
Share issuance costs		(110,212)		(56,743)
Accounts payable and accrued liabilities related to
financingactivities		-		56,743
Cashprovided by financing activities	$	339,788	$	-
Net increase(decrease) in cash		227,557		(13,243)
Cash, beginning ofyear		611,757		625,000
Cash, end ofyear	$	839,314	$	611,757
Supplemental disclosure of non-cash transactions:
Deferred issuance costs reclassified to share capital	$	56,743	$	-
Fair value of agent stock options recognized as share
issuance costs	$	34,091	$	-

The accompanying notes are an integral part of these financial statements

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Scaling Capital 1 Corp. (A Capital Pool Company) Notes to Financial Statements

For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

1. Nature of Organization

Scaling Capital 1 Corp. (the “Corporation”) is a capital pool company (CPC) incorporated under the Business Corporations Act (Alberta) on November 1, 2021.

The Corporation's head office is located at 800-333 7 Ave SW, Calgary, Alberta, T2P 2Z1.

Initial Public Offering

On February 10, 2023, the Corporation completed an initial public offering (the “Offering”) to raise gross proceeds of $450,000 on the TSX Venture Exchange by issuing 4,500,000 common shares at a purchase price of $0.10 per share. The proceeds of the Offering will be used by the Corporation, as a capital pool company, to fund its search for a Qualifying Transaction and in accordance with Exchange Policy 2.4.

Going Concern

These financial statements have been prepared on a going concern basis, which assumes the Corporation will be able to realize its assets and discharge its liabilities in the normal course of business. There are material uncertainties that cast significant doubt on the validity of this assumption. On February 10, 2023, the Corporation completed their initial public offering which is required to become a CPC.

The Corporation incurred a net loss of $195,127 (2022 - $26,735) for the year ended December 31, 2023, and as of that date, the Corporation’s deficit was $237,474 (2022 - $42,347). The Corporation's ability to continue as a going concern is dependent upon its ability to fund its future operations and complete a qualifying transaction in accordance with TSX Exchange Policy 2.4.

These financial statements do not reflect adjustments in the carrying value of the assets and liabilities, the reported expenses and the statement of financial position classifications that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.

2. Basis of Presentation

Statement of Compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The Board of Directors approved the issuance of these financial statements on March 28, 2024.

Basis of Measurement and Functional Currency

The financial statements are presented in Canadian dollars (“CAD”), which is the Corporation’s functional and presentation currency. The financial statements are prepared on a historical cost basis. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

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Scaling Capital 1 Corp. (A Capital Pool Company) Notes to Financial Statements

For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

Use of Estimates and Significant Assumptions

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Judgments are made by management to determine the likelihood of whether deferred tax assets will be realized from future taxable earnings. To the extent that assumptions regarding future profitability change, there can be an adjustment in the deferred tax assets as well as an income impact in the period in which the change occurs.

3. Material Accounting Policies

Cash and Cash Equivalents

Cash is comprised of amounts held in a chartered Canadian bank (2022 – held in law firms trust accounts). There are no cash equivalents as at December 31, 2023 or 2022.

Share Based Compensation

The Corporation applies a fair value-based method of accounting to all share-based payments. Stock options are measured at the fair value of each tranche on the grant date and recognized over their respective vesting period. The value of the stock options is presented as an expense when applicable with a corresponding credit to contributed surplus. On the exercise of stock options, share capital is credited for consideration received and for fair value amounts previously credited to contributed surplus. The Corporation uses the Black-Scholes option pricing model to estimate the fair value of these stock options.

Net Loss Per Common Share

Net loss per common share has been calculated based on the weighted average number of common shares outstanding during the period using the treasury stock method.

Financial Instruments

Recognition

The Corporation recognizes financial assets and financial liabilities on the date the Corporation becomes a party to the contractual provisions of the instruments.

Classification

The Corporation classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss, and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

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Scaling Capital 1 Corp. (A Capital Pool Company) Notes to Financial Statements

For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

The Corporation reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Corporation has implemented the following classifications:

Cash is classified as assets at amortized cost.

Accounts payable and accrued liabilities are classified as liabilities at amortized cost.

Deferred Issuance Costs

Professional, consulting, regulatory and other costs directly attributable to the financing transaction were recorded as deferred issuance costs until the financing transaction was completed.

4. New Accounting Pronouncements

New accounting standards, amendments and interpretations:

The Company has adopted these amendments effective January 1, 2023:

Amendments to IAS 8 – Definition of Accounting Estimates

These amendments clarify how companies distinguish changes in accounting policies from changes in accounting estimates, with a primary focus on the definition of and clarifications on accounting estimates. The distinction between the two is important because changes in accounting policies are applied retrospectively, whereas changes in accounting estimates are applied prospectively. Further, the amendments clarify that accounting estimates are monetary amounts in the financial statements subject to measurement uncertainty. The amendments also clarify the relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy.

There was no significant impact to the financial statements as a result of the adoption of these amendments.

Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies

These amendments continue the IASB's clarifications on applying the concept of materiality. These amendments help companies provide useful accounting policy disclosures, and they include: requiring companies to disclose their material accounting policies instead of their significant accounting policies; clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and do not need to be disclosed; and clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material. The IASB also amended IFRS Practice Statement 2 to include guidance and examples on applying materiality to accounting policy disclosures.

There was no significant impact to the financial statements as a result of the adoption of these amendments.

Future accounting standards and amendments

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current

The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date.

These amendments are effective for reporting periods beginning on or after January 1, 2024.

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Scaling Capital 1 Corp. (A Capital Pool Company) Notes to Financial Statements

For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

5. Restriction on Use of Proceeds

The proceeds raised from the issuance of common shares in the capital of the Company (the "common shares") may only be used to identify and evaluate businesses or assets and to obtain shareholder approval for a proposed Qualifying Transaction, other than for reasonable general and administrative expenses of the Company which are limited to $3,000 per month. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange Policy 2.4.

6. Share Capital

a) Authorized and Issued

The Corporation is authorized to issue an unlimited number of Common Shares (as defined herein).

Issued and outstanding Common Shares	Number		Amount
Issuance of Common shares–November 1, 2021	12,500,000	$	625,000
Balance,December 31,2022	12,500,000	$	625,000
Issuance of Common Shares–February 10, 2023	4,500,000	$	450,000
Balance,December 31,2023	17,000,000	$	1,075,000

The issued and outstanding founders' common shares of 12,500,000 are held in escrow as they are subject to a CPC Escrow Agreement. Under the CPC Escrow Agreement, 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (as defined in Exchange Policy 1.1 - Interpretation) (the "Initial Release") and an additional 25% will be released on the dates 6, 12, and 18 months following the Initial Release. All common shares acquired on the exercise of stock options granted to directors, officers, and non-employees prior to the completion of a Qualifying Transaction must also be deposited in escrow until the Final Exchange Bulletin is issued. Subject to certain exemptions permitted by the Exchange, all securities of the Company held by principals of the resulting issuer will also be escrowed.

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Scaling Capital 1 Corp. (A Capital Pool Company) Notes to Financial Statements

For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

b) Stock Options

The Company has adopted an incentive stock option plan in accordance with the policies of the Exchange (the "Stock Option Plan") for the benefit of directors and officers, and where permitted pursuant to Exchange policies, employees, and consultants of the Company. A maximum of ten percent (10%) of the issued and outstanding common shares of the Company upon completion of the initial public offering may be reserved for issuance pursuant to the exercise of stock options to be granted to directors and officers, and where permitted pursuant to Exchange policies employees and consultants, of the Company. In addition, subject to the policies of the Exchange, the number of common shares reserved for issuance to any one person shall not exceed five percent (5%) and for consultants and employees conducting investor relations activities shall not exceed two percent (2%) of the issued and outstanding common shares. The Stock Option Plan provides that the terms of the options and the option price shall be fixed by the directors, subject to the price restrictions and other requirements imposed by TSX Venture. Stock options granted under the Stock Option Plan may not be exercisable for a period longer than ten (10) years and the exercise price must be paid in full upon exercise of the option.

On February 10, 2023, directly following closing of the offering, the Corporation issued to its directors and officers an aggregate of 1,700,000 options to purchase 1,700,000 common shares in the capital of the Corporation at an exercise price of $0.10 per Common Share, expiring February 10, 2033.

The Corporation also issued an Agent’s option to Canaccord Genuity to purchase 450,000 common shares in relation to the Offering at a price of $0.10 per Common Share, expiring February 10, 2028. Not more than 50% of the Common Shares received on the exercise of the Agent’s Option may be sold by the Agent prior to the Completion of the Qualifying Transaction.

The below table outlines the issuance of options during the years:

	Number of		Weighted average
	Options		exerciseprice
Balance,December 31,2022	-	$	-
Issued	2,150,000	$	0.10
Balance,December 31,2023	2,150,000	$	0.10
Exercisable, December 31, 2023	2,150,000	$	0.10

The below table outlines the weighted average life of the options.

Options		Weighted average	Weighted average	Options
outstanding		exercise price	remaining term (years)	exercisable
1,700,000	$	0.10	9.11	1,700,000
450,000	$	0.10	4.11	450,000
2,150,000	$	0.10	6.61	2,150,000

The options issued during the year ended December 31, 2023 were valued at $187,592. $153,501 was recorded as shared based compensation expense and $34,091 was recorded as share issuance costs.

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Scaling Capital 1 Corp. (A Capital Pool Company) Notes to Financial Statements

For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

The below table outlines the variables used in the valuation of the warrants and options by the Black Scholes model.

	February 10, 2023
Risk free interest rate (%)	3.38%-3.54%
Expected life (years)	5-10 years
Volatility rate (%)	100.00%
Dividend yield (%)	0.00%
Forfeiturerate (%)	0.00%

The fair value of the stock options granted to directors and officers during the year ended December 31, 2023 was $0.09 per option. The fair value of the agent stock options granted during the year ended December 31, 2023 was $0.07 per option.

7. Income taxes

The income tax provision reported differs from the amount computed by applying the combined Canadian federal and provincial rate to income before income taxes. The reasons for the difference and the related tax effects are as follows:

		December 31,		December 31,
		2023		2022
Loss before income taxes	$	(195,127)		(26,735)
Expected rate		23%		23%
Expected tax recovery		(44,879)		(6,149)
Tax effected adjustments
Non-deductible items		35,305		-
Unused tax losses not recognized		9,574		6,149
Income tax expense	$	-	$	-

The financial statements do not reflect potential tax reductions available through the application of losses carried forward against future years’ earnings otherwise subject to income taxes. These losses may be carried forward and expire as follows:

2041	$	15,612
2042	$	26,735
2043	$	81,835

The Company has a deferred tax asset of approximately $65,000 (2022 - $10,000) which consists of non-capital tax losses and share issue costs. A deferred tax asset has not been recognized as the Corporation does not consider it probable that it will be recovered.

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Scaling Capital 1 Corp. (A Capital Pool Company) Notes to Financial Statements

For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

8. Financial instruments

The Corporation's financial instruments consist of cash and accounts payable and accrued liabilities.

Financial risk

The Corporation's activities are exposed to a variety of financial risks: credit risk and liquidity risk. The Corporation's overall risk management program focuses on the unpredictability of financial and economic markets (note 1) and seeks to minimize potential adverse effects on the Corporation's financial results. Risk management is carried out by financial management in conjunction with overall corporate governance.

Credit risk

Credit risk is the risk of loss associated with the counterparty's ability to fulfil its payment obligations. The Corporation is not susceptible to significant credit risk as cash is held at a major financial institution.

Liquidity risk

The Corporation's exposure to liquidity risk is dependent on purchasing commitments and obligations and the ability to raise funds to meet commitments and sustain operations. As at December 31, 2023, the Corporation has cash of $839,314 (2022 - $611,757) to settle financial liabilities of $21,333 (2022 - $85,847).

9. Net Loss per Share

The weighted average number of shares for the purpose of the net loss per share calculations were as follows:

Weighted average number of shares	December 31, 2023	December 31, 2022
outstanding
Basic	16,494,521	12,500,000
Diluted	16,494,521	12,500,000

10. Related Party Transactions and Key Management Compensation

The Corporation’s key management personnel include Directors and Officers with the responsibility of planning, directing and controlling activities of the Corporation. The Corporation’s management includes its shareholders, who are also employees and controlling shareholders of a non-arms length entity – Ninepoint Partners LP. The Corporation recorded an expense of $153,501 (2022 - $nil) with respect to stock options provided to its key management personnel during the year.

Accounts payable and accrued liabilities include amounts owing to a related party, Ninepoint Partners LP, for professional fees paid on behalf of the Corporation. All balances are non-interest bearing and carry no specific terms of repayment. As at December 31, 2023 the amounts owing were $nil (2022 - $31,322).

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Scaling Capital 1 Corp. (A Capital Pool Company) Notes to Financial Statements

For the years ended December 31, 2023 and 2022 (in Canadian Dollars)

11. Capital Management

The Corporation's objective when managing capital is to maintain adequate cash resources to support planned activities which include identifying and evaluating potential acquisitions. The Corporation includes shareholders' equity of $824,072 (2022 - $582,653) in the definition of capital.

In managing capital, the Corporation estimates its future cash requirements by preparing a budget. The budget establishes the activities for the upcoming year and estimates the costs associated with these activities.

The Corporation plans to raise capital through the issuance of additional common shares. There are no assurances that funds will be made available to the Corporation when required.

The Company is not subject to externally imposed capital requirements other than the restriction on the use of proceeds disclosed in Note 5.

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