Matchpoint Ventures Corp. — Management Reports 2026

Apr 17, 2026

1 | Page

Matchpoint Ventures Corp.
Management Discussion and Analysis
Results of Operations and Financial Condition
For the period from the date of incorporation on February 6, 2025 to December 31, 2025

This Management Discussion and Analysis (“MD&A”) of Matchpoint Ventures Corp. (the “Company”) provides analysis of the Company’s financial results for the period from the date of incorporation on February 6, 2025 to December 31, 2025. The following information should be read in conjunction with the Financial Statements for the period from the date of incorporation on February 6, 2025 to December 31, 2025., which are prepared in accordance with IFRS® Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board. All amounts are expressed in Canadian dollars unless otherwise noted.

This discussion includes certain statements that may be deemed “forward-looking statements”. Forward-looking statements usually include words such as may, will, would, expect, plan, anticipate, budget, estimates, potential, believe, intend, or other similar words. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing and general economic, market or business conditions. The Company does not update or revise forward-looking information even if new information becomes available unless legislation requires us to do so. Investors should not place undue reliance on forward-looking statements. Additional details of the specific risks associated with the operations of the Company and such forward-looking statements are set out below under “Risks and Uncertainties”. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

Date of Report

This MD&A is prepared as of April 17, 2026.

Corporate Profile and Overall Performance

Matchpoint Ventures Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on February 6, 2025, and is a Capital Pool Company (“CPC”), as defined in TSX Venture Exchange (“TSX-V”) Policy 2.4 (“Policy 2.4”). The Company proposes to identify and evaluate companies, businesses, properties, or assets for acquisition and once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder and regulatory approval (the “Qualifying Transaction”). The Company has not conducted commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions or interests.

The Company’s registered office address is Suite 1700 - 666 Burrard Street, Vancouver, British Columbia V6C 2X8 and its principal place of business is Suite 612 – 25 York Street, Toronto, Ontario M5J 2V5.

Until completion of a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a potential Qualifying Transaction. With the consent of the Exchange, this may include the raising of additional funds in order to finance an acquisition. Except as described in the Company’s prospectus dated July 23, 2025, the funds raised pursuant to the Company’s Initial Public Offering and any subsequent financing will be utilized only for the identification and evaluation of potential Qualifying Transactions and, to the extent permitted by Policy 2.4, for general and administrative expenses.

Qualifying Transaction

To date, the Company has not yet completed a Qualifying Transaction. The Company has limited funds to identify and complete a QT, and therefore there can be no assurance that the Company will be able to complete a QT within the time period permitted.

---

Highlights

October 2025 Capital Transaction – Initial Public Offering

In October 2025, the Company filed an amended and restated prospectus dated October 10, 2025, amending and restating its prospectus dated July 23, 2025, with the securities regulatory authorities in the Provinces of Ontario, Alberta and British Columbia and with the TSX-V, offering 17,000,000 common shares at $0.10 per share as an initial public offering (the “IPO”). The purpose of the IPO is to provide the Company with additional funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. The Company’s shares were listed effective at the close of business on October 17, 2025, and secondary market trading commenced on October 20, 2025.

Certain subscribers in the IPO included individuals who also participated in the Founder’s Round (described below) and purchased 4,150,000 common shares in the IPO. These shares are held in escrow will be released pro-rata to the shareholders as to 10% with the issuance of the Final Exchange Bulletin dated October 16, 2025, in accordance with Policy 2.4 and as to the remainder in four equal tranches of 25% every six months thereafter for a period of 24 months.

Pursuant to an Agency Agreement, dated May 1, 2025, between the Company and Independent Trading Group (ITG), Inc. (the “Agent”), the Agent received a cash commission equal to 7% of the gross proceeds of the IPO and was paid a corporate finance fee of $10,000, and granted non-transferable agent options to purchase up to 1,700,000 common shares at a price of $0.10 per common share, exercisable for a period of 24 months from the date the common shares commenced trading on the TSX-V. The Agent was also reimbursed at the close of the IPO by the Company for the Agent’s expenses, including legal fees, incurred pursuant to the IPO in the amount of $21,358.

The Company adopted an incentive stock option plan under which it has entered into stock option agreements granting stock options in accordance with the policies of the TSX-V concurrently with the closing of the IPO (“CPC Stock Options”). Under TSX-V rules, the Company may issue up to 3,700,000 CPC Stock Options at closing of the Offering, representing 10% of the post-closing issued and outstanding common shares. As at the reporting date herein, the Company has issued 2,500,000 CPC Stock Options at closing of the Offering to certain directors, officers or technical consultants of the Company and with an exercise price of $0.10 per common share and exercisable for a period up to ten years from the date of grant. The term of such CPC Stock Options will expire not later than 12 months after the optionee ceases to be a director, officer or technical consultant of the corporation.

Founders’ Round Capital Transaction

During the quarter ending June 30, 2025, the Company issued 20,000,000 founders’ common shares held in escrow following the Company’s IPO, issued for $0.05 per share to among others, certain officers and directors of the Company for total proceeds of $1,000,000. These shares will be released pro-rata to the shareholders as to 10% with the issuance of the Final Exchange Bulletin dated October 16, 2025 in accordance with Policy 2.4 and as to the remainder in four equal tranches of 25% every six months thereafter for a period of 24 months.

Grant of options

On October 10, 2025, as part of the IPO Offering, 1,700,000 stock options were issued to the Agents with an exercise price of $0.10 for a period of two years. These stock options had a fair value on grant of $122,041, based on the Black-Scholes Option Pricing Model using the following assumptions: useful life of 2 years, volatility of 150% based on comparable companies, risk free rate of 2.36%, and annual rate of quarterly dividends at 0%.

On the same date, the Company issued 2,500,000 stock options to certain directors, officers or technical consultants of the Company with an exercise price of $0.10 per common share for a period up to ten years from the date of grant. The stock options had a fair value on grant of $246,201, based on the Black-Scholes Option Pricing Model using the following assumptions: useful life of 10 years, volatility of 150% based on comparable companies, risk free rate of 3.05%, and annual rate of quarterly dividends at 0%.

2 | Page

---

Exercise of options

During the period ended December 31, 2025, 300,000 stock options were exercised by the Agent for gross proceeds of $30,000. Upon exercise, $21,537 was transferred from contributed surplus to share capital.

Results of Operations

Summary of Quarterly Results

The following table sets out selected quarterly financial information derived from the Company’s financial statements for each of the eight quarters ended on the dates indicated below. The following selected financial data should be read in conjunction with the Company’s financial statements. All dollar amounts are in Canadian dollars.

For the periods ended	December 31, 2025	September 30, 2025	June 30, 2025	March 31, 2025
Total assets	2,530,842	967,093	989,510	-
Working capital	2,387,919	888,593	908,761	-
Shareholder’s equity	2,387,919	888,593	908,761	-
Net income (loss) for the period	(313,098)	(111,407)	(91,239)	-
Basic and diluted loss per share	$ (0.02)	N/A*	N/A*	$ 0.00

*Weighted average shares outstanding for the period excludes escrow shares outstanding, and as such for the purposes of calculating loss per share, there were zero weighted average shares outstanding for the three months ended September 30, 2025 and June 30, 2025.

The Company recorded a net loss of $313,098 for the three months ended December 31, 2025 resulting from filing fee, audit and accounting fees, and share-based compensation. There were no other significant variances or costs incurred.

Liquidity and Capital Resources

At December 31, 2025, the Company had a working capital of $2,387,919 and cash of $2,523,442. As of the date of this report, the Company has not paid dividends and does not have any commitments for capital expenditures.

Management believes the Company has sufficient working capital at this time to meet its ongoing financial obligations; however, there is no revenue generated from operations, and any additional working capital would require raising additional debt and/or equity capital. Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive, or raise additional debt and/or equity capital.

Related Party Transactions and Balances

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

During the period ended December 31, 2025, the Company granted 2,050,000 stock options with an exercise price of $0.10 per common share for a period up to ten years with a fair value of $201,885 to officers and directors of the Company. At December 31, 2025, there are no balances due to, or due from related parties. See Note 4(d) to the financial statements, or above.

3 | Page

---

Accounting Policies and Critical Accounting Estimates

The Company’s financial statements have been prepared on a historical cost basis except for certain financial instruments classified as financial instruments at fair value through profit and loss, which are stated at fair value. In addition, the financial statements have been prepared using the accrual basis of accounting except for cash flow information. All dollar amounts presented are in Canadian dollars unless otherwise specified.

The Company’s significant accounting policies have been disclosed in its audited financial statements for the year ended December 31, 2025:

Recent accounting pronouncements

The following new accounting standards are effective for the future periods:

IFRS 18, “Presentation and Disclosure in Financial Statements”

On April 9, 2024, the IASB issued a new standard – IFRS 18, “Presentation and Disclosure in Financial Statements” with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

• the structure of the statement of profit or loss;
• required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and
• enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes.

IFRS 18 will apply for reporting periods beginning on or after January 1 2027. Retrospective application is required and early application is permitted.

Management is currently assessing the effect of this new standard on the financial statements.

IFRS 9, “Financial Instruments” and IFRS 7, “Financial Instruments: Disclosures

In May 2024, the IASB issued narrow scope amendments to IFRS 9, “Financial Instruments” and IFRS 7, “Financial Instruments: Disclosures.” The amendments include the clarification of the date of initial recognition or derecognition of financial liabilities, including financial liabilities that are settled in cash using an electronic payment system. The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted.

Management is currently assessing the effect of this new standard on the financial statements.

Outstanding Share Data

As at December 31, 2025 and the date of this report, there were 37,300,000 common shares issued and outstanding.

The Company also has 3,900,000 outstanding and exercisable stock options at a price of $0.10 between October 10, 2027 and October 10, 2035.

Risks and Uncertainties

The Company’s sole objective is to identify a satisfactory Qualifying Transaction. The closing of any proposed Qualifying Transaction is subject to a number of terms and conditions, including completion of due diligence procedures by parties to the transaction and receipt of all required regulatory approvals, and there is no assurance that a transaction will be completed.

The current geopolitical environment increases uncertainty in financial markets with a possible resurgence of trade tariffs and inflation, including potential for global supply-chain disruptions. With the recent changes in the U.S. Government, the threat of protectionism increases the risk of tariffs, stagflation, turbulence in the financial markets,

4 | Page

---

and a weakening of the Canadian Dollar against other currencies. These geopolitical uncertainties may potentially impact the Company's ability to close a QT. Management is actively monitoring the situation and has identified strategies to mitigate impact of the risks associated with these uncertainties.

The Company does not have a source of income, has not commenced commercial operations, and has no significant assets other than cash. There can be no assurance that the Company will be able to raise additional funding in the future on terms acceptable to the Company.

The Company is exposed to financial instrument related risks. The type of risk exposure and the management of the exposure are as follows:

Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counter-party default on its obligation. The Company minimizes its credit risk associated with its cash balance by dealing with major financial institutions in Canada. The carrying amount of financial assets including cash represents the maximum credit exposure.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company manages liquidity risk by maintaining sufficient cash balances and adjusting its operating budget and expenditure. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to meet short-term and other specific obligations.

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. As at December 31, 2025 the Company had cash and cash equivalent of $2,523,442 and financial liabilities consisting of accounts payable and accrued liabilities of $142,923, which are due within 30 days.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as market prices, foreign exchange rates and interest rates. In management's opinion, the Company is not exposed to significant market risk.

Management Updates

Management believes that, on a collective basis, the Directors of Matchpoint Ventures Corp. possess the appropriate experience, qualifications and history to be capable of completing the Company's Qualifying Transaction.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

The Company has exercised reasonable diligence, the filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the filings.

The Company has exercised reasonable diligence, the financial statements together with the other financial information included in the filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the filings.

Off Balance Sheet Transactions

The Company does not have any off balance sheet arrangements as at December 31, 2025 or as of the date of this report.

Commitments and Subsequent Events

The Company does not have any commitments as at December 31, 2025 or commitments as of the date of this report, except as described below. All fees incurred to date have been accrued as at December 31, 2025.

5 | Page

---

6 | Page

Caution Regarding Forward-Looking Statements

Statements contained in this document that are not historical facts may be forward-looking statements and prospective. These statements appear in a number of different places in this MD&A and can be identified by words such as "estimates", "projects", "expects", "intends", "continues", "plans", "may", "will", "could" or their negatives or other comparable words.

Forward-looking statements include statements regarding the outlook for our future operations, plans and timing for the completion of the QT, statements about future market conditions, forecasts of future costs and expenditures, the outcome of any legal proceedings, and other expectations, intention and plans that are not historical fact. Forward-looking statements are based on certain factors and assumptions including expected economic conditions, precious metal prices, results of operations, performance, and business prospects and opportunities.

For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Except as required by applicable securities laws (and the Company's disclosure policy), the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise

Additional Disclosure for Venture Issuers Without Significant Revenue

Additional disclosure concerning the Company's operating expenses is provided in the Company's statements of net and comprehensive loss of the financial statements for the period from the date of incorporation on February 6, 2025 to December 31, 2025 available on its SEDAR company page accessed through www.sedarplus.ca.

Approval

The Audit Committee of the Company has approved the disclosure contained in this MD&A.