Monaghan Capital Fund Ltd.

Management’s Discussion and Analysis

For the year ended February 28, 2025

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following Management's Discussion and Analysis ("MD&A") is prepared as of June 16, 2025, and is intended to assist in the understanding of the results of the operations and financial condition of Monaghan Capital Fund Ltd. (the "Company").

This MD&A should be read in conjunction with the audited financial statements and accompanying notes ("Financial Statements") of the Company for the year ended February 28, 2025, which have been prepared in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standard Board ("IASB"). This MD&A contains forward-looking statements that are subject to risk factors set out in a cautionary note contained herein. All figures are in Canadian dollars unless otherwise noted.

Additional information related to the Company, including the Company's most recent Management Information Circular, and financial statements referred to herein are available on the Canadian Securities Administrator's website at www.sedarplus.com.

FORWARD LOOKING STATEMENTS

This MD&A may contain "forward looking statements" that reflect the Company's current expectations and projections about its future results. When used in this MD&A, words such as "estimate", "intend", "expect", "anticipate" and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company's future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified under the heading "Risks and Uncertainties", actual events may differ materially from current expectations. 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 except as required by securities regulations.

COMPANY OVERVIEW

The Company was incorporated under the Business Corporations Act (British Columbia) on July 6, 2021. The Company was formed for the primary purpose of completing an Initial Public Offering ("IPO") on the TSX Venture Exchange ("Exchange") as a Capital Pool Company ("CPC"), as defined in Policy 2.4 of the Exchange. The principal business of the Company is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"), as defined under the policies of the Exchange.

The registered and head office of the Company is located at 2600 - 1066 West Hastings Street, Vancouver, BC V6E 3X1.

The Company has not commenced operations and has no assets other than cash and cash equivalents and other receivables. The Company's continuing operations, as intended, are dependent on its ability to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein.

The Company filed a preliminary prospectus dated March 21, 2022, which was receipted by the British Columbia Securities Commission, as its principal regulator, on March 24, 2022. The Company subsequently filed a final prospectus dated May 20, 2022, which was receipted by the British Columbia Securities Commission on May 30, 2022.

On August 15, 2022, the Company completed its Initial Public Offering ("IPO"). The common shares of the Company are traded on the TSX Venture Exchange. Effective July 12, 2023, the trading symbol was changed from "TRIG.P" to "EIRE.P".

On January 16, 2023, the Company announced the results of its Annual General Meeting which took place on January 6, 2023. The nominees listed in the Management Information Circular dated December 5, 2022, were elected as directors of the Company, being Drew Green, Maruf Raza and Ted Hastings, who will hold office until the close of the next annual general meeting of the Company, or until their successors are appointed. Shareholders also adopted the resolution to approve the Company's 10% rolling stock option plan, which allows the board of directors to grant up to 10% of the outstanding common shares of the Company. Effective October 31, 2023, Ted Hastings resigned from the Board of Directors of the Company. Effective February 27, 2025, Maruf Raza resigned from the Board of Directors of the Company. On the same date, Shubha Dasgupta was appointed to the Board of Directors and as a member of the Company's Audit Committee.

On March 10, 2023, the Company entered into a non-binding letter of intent ("Matador LOI") with Matador Gold Technologies Inc. ("Matador"), whereby the Company was anticipated to acquire the business of Matador, which operates a mobile application that allows users to buy and sell gold from their smartphone. The Matador LOI outlined the terms and conditions pursuant to which the Company and Matador were anticipated to complete a three-cornered amalgamation, whereby a wholly owned subsidiary of the Company would have amalgamated with Matador.

During the year ended February 29, 2024, the deadline to enter into a definitive agreement pursuant to the Matador LOI dated March 10, 2023 lapsed and the Matador LOI was terminated.

On October 26, 2024, the Company entered into a non-binding letter of intent ("Hangr3 LOI") with Hangr3 Entertainment Corp. ("Hangr3"), whereby the Company was anticipated to acquire the business of Hangr3, which operates a fan engagement agency in the entertainment technology sector. The Hangr3 LOI outlines the terms and conditions pursuant to which the Company and Hangr3 proposed to complete a three-cornered amalgamation, whereby a wholly-owned subsidiary of the Company would have amalgamated with Hangr3.

During the year ended February 28, 2025, Hangr3 provided notice to the Company that it did not intend to proceed with the transaction pursuant to the Hangr3 LOI dated October 26, 2024. As a result, the Hangr3 LOI was terminated. The Company is continuing to pursue and evaluate other businesses and assets with a view to completing a Qualifying Transaction.

OVERALL PERFORMANCE

The Company does not have any operations and, until it completes a QT, will not conduct any business other than the identification and evaluation of businesses and assets for potential acquisition.

As at February 28, 2025, the Company has an accumulated deficit of $437,425 (February 29, 2024 - $362,935). The Company incurred net loss and comprehensive loss for the year ended February 28, 2025, of $74,490 (February 29, 2024 - $96,472). The expenses for the year ended February 28, 2025, comprised of professional fees, filing fees, and general and administrative expenses.

The Company's recurring operating losses, working capital needs, and potential acquisition of a QT may require it to obtain additional capital to continue its operation. Such outside capital may include the sale of additional common shares of the Company. There can be no assurance that capital will be available as necessary to meet the Company's needs or, if the capital is available, that it will be on terms acceptable to the Company. The issuance of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders.

SELECTED ANNUAL INFORMATION

The following table sets forth summary financial information for the Company for the three years ended February 28, 2025, February 29, 2024 and February 28, 2023. This information has been summarized from the Company's audited financial statements for the same periods. This summary of financial information should only be read in conjunction with the Company's audited financial statements, including the notes thereto.

	Year ended February 28, 2025	Year ended February 29, 2024	Year ended February 28, 2023
Net loss and comprehensive loss	$ (74,490)	$ (96,472)	$ (130,534)
Loss per share – basic and diluted	(0.00)	(0.01)	(0.01)
Total assets	1,088,544	1,129,103	1,230,770

The Company is in its early stages and does not generate any revenue yet.

The composition of net loss and comprehensive loss for the year ended February 28, 2025 and for the year ended February 29, 2024, is detailed below in "Discussion of Operations".

Total assets decreased by $40,559 to $1,088,544 at February 28, 2025 from $1,129,103 at February 29, 2024, which is primarily due to a $82,121 decrease in cash and cash equivalents which was used in operating activities, partially offset by a $41,562 increase in other receivables. Between the two periods, there was also an increase of $33,931 in accounts payable and accrued liabilities.

The Company incurred a net loss and comprehensive loss during the year ended February 29, 2024, of $96,472 compared to a net loss and comprehensive loss of $130,534 during the year ended February 28, 2023. The decrease in net loss and comprehensive loss is primarily attributable to the decrease of $41,855 and $76,536 in share-based compensation and listing expense, respectively, during the year ended February 29, 2024, compared to the same period in prior year. The prior year expenses relate to fees incurred in connection with the Company's initiative to be publicly listed following its IPO in August of 2022.

Total assets decreased to $1,129,103 at February 29, 2024 from $1,230,770 at February 28, 2023, which is primarily due to a $96,443 decrease in cash and cash equivalents, partially offset by a credit invoice of $5,224 from a vendor.

DISCUSSION OF OPERATIONS

For the three months ended February 28, 2025 compared to the three months ended February 29, 2024

The Company incurred a net loss and comprehensive loss during the three months ended February 28, 2025, of $61,185 compared to a net loss and comprehensive loss of $18,958 during the three months ended February 29, 2024. The reason for the increase in the loss was the recognition of an impairment loss of other receivables of $25,000, and higher professional fees incurred during the three months ended February 28, 2025 by $13,514 in the current period. The interest income also decreased by $4,164 compared to the prior period.

The net loss and comprehensive loss incurred by the Company are as follows:

	For the three months ended February 28, 2025	For the three months ended February 29, 2024
Expenses
Professional fees	$ 36,891	$ 23,377
Filing fees	7,396	7,868
General and administrative	350	329
Total expenses	(44,637)	(31,574)
Interest income	8,452	12,616
Impairment loss of other receivables	(25,000)	-
Net loss and comprehensive loss	$ (61,185)	$ (18,958)

Professional fees primarily consist of legal, accounting and audit fees incurred during the three months ended February 28, 2025, and the three months ended February 29, 2024. The increase during the three months ending February 28, 2025, compared to the same period in previous year is due to an increase in the company's need for legal services related to due diligence in connection with the proposed qualifying transaction with Hangr3.

Filing fees relate to monthly services incurred with the TSX Venture Exchange following the Company's IPO in August 2022. These services include other filing-related expenses such as TSX and Sedar filing fees. The filing fees decreased by $472 from the previous period.

Interest income in the current period relates to interest earned on a Guaranteed Investment Certificate held at a major financial institution whereas in the previous period the interest was earned in the Company's bank account. The decrease during the three months ended February 28, 2025, was due to a decrease in interest rates.

Impairment loss of other receivables in the current period relates to a loss allowance being recognized on a loan receivable from Hangr3 amounting to $25,000, as the Company assessed there was a significant increase in credit risk due to Hangr3's failure to repay the loan at the due date, and uncertainty on Hangr3's ability to make a repayment.

For the year ended February 28, 2025 compared to the year ended February 29, 2024

The Company incurred a net loss and comprehensive loss during the year ended February 28, 2025, of $74,490 compared to a net loss and comprehensive loss of $96,472 during the year ended February 29, 2024. The decrease in net loss and comprehensive loss is primarily attributable to the decrease of $50,106 and $4,757 in professional fees and filing fees, respectively, during the year ended February 28, 2025, compared to the same period in prior year. This was offset by the recognition of an impairment loss of other receivables of $25,000. The prior year expenses relate to fees incurred in connection with efforts to complete a Qualifying Transaction with Matador.

The net loss and comprehensive loss incurred by the Company are as follows:

	For the year ended February 28, 2025	For the year ended February 29, 2024
Expenses
Professional fees	$ 75,931	$ 126,037
Filing fees	14,790	19,547
General and administrative	1,452	798
Total expenses	(92,173)	(146,382)
Interest income	42,683	49,910
Impairment loss of other receivables	(25,000)	-
Net loss and comprehensive loss	$ (74,490)	$ (96,472)

Professional fees primarily consist of legal, accounting and audit fees incurred during the year ended February 28, 2025, and the year ended February 29, 2024. The decrease during the year ended February 28, 2025, compared to the same period in previous years is due to relatively higher professional fees incurred in connection with the Company's efforts to complete a QT in the year ended February 29, 2024.

Interest income in the current year relates to interest earned on a Guaranteed Investment Certificate held at a major financial institution whereas in the previous year interest was earned in the company's bank account. The decrease during the current year ending February 28, 2025, was due to a decrease in interest rates.

Filing fees relate to monthly services incurred with the TSX Venture Exchange following the Company's IPO, which occurred in August 2022. This also includes other filing related expenses such as TSX and Sedar filing fees.

Summary of Quarterly Results

The following financial data was derived from the Company's interim financial statements for each of the eight most recently completed financial quarters:

For the three months ended,	February 29, 2025 ($)	November 30, 2024 ($)	August 31, 2024 ($)	May 31, 2024 ($)
Total revenue	-	-	-	-
Net income (loss) and comprehensive income (loss)	(61,185)	(10,443)	(2,655)	(207)
Loss per share – basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)
For the three months ended,	February 29, 2024 ($)	November 30, 2023 ($)	August 31, 2023 ($)	May 31, 2023 ($)
---	---	---	---	---
Total revenue	-	-	-	-
Net income (loss) and comprehensive income (loss)	(18,958)	1,914	(20,582)	(58,846)
Income (loss) per share – basic and diluted	(0.00)	0.00	(0.01)	(0.00)

During the three months ended February 28, 2025, the net loss and comprehensive loss increased by $50,742 compared to the previous quarter. This is primarily due to the recognition of an impairment loss of other receivables of $25,000, and an increase in professional fees and filing fees of $17,805 and $5,790, respectively.

During the three months ended November 30, 2024, the net loss and comprehensive loss increased by $7,788 compared to the previous quarter. This is primarily due to a increase in professional fees by $8,621, and a decrease of interest income of $1,792, partially offset by a $2,575 decrease in filing fees.

During the three months ended August 31, 2024, the net loss and comprehensive loss increased by $2,448 compared to the previous quarter. The increase is primarily due to a $976 increase in professional fees and a $2,574 increase in filing fees.

During the three months ended May 31, 2024, the net loss and comprehensive loss decrease by $18,751 compared to the previous quarter. The decrease is primarily due to a $13,888 decrease in professional fees, and a $6,261 decrease in filing fees.

During the three months ended February 29, 2024, the net loss and comprehensive loss increased by $20,872 compared to the previous quarter. This is primarily due to an increase in professional fees and filing fees of $23,377 and $7,868, respectively.

During the three months ended November 30, 2023, the net income and comprehensive income increased by $22,496 compared to the previous quarter. This is primarily due to a decrease in professional fees and filing fees of $18,802 and $3,516, respectively. Furthermore, the Company earned interest income of $12,699 during the three months ended November 30, 2023.

During the three months ended August 31, 2023, the net loss and comprehensive loss decreased by $38,264 compared to the previous quarter. The decrease is primarily due to a $42,865 decrease in professional fees, offset by a $5,064 increase in filing fees.

During the three months ended May 31, 2023, the net loss and comprehensive loss increased by $35,669 compared to the previous quarter. The increase is primarily due to a $68,676 increase in professional fees, offset by a $10,912 decrease in share-based payments, a $10,093 decrease in filing fees, and a $10,942 decrease in listing fees.

LIQUIDITY & CAPITAL RESOURCES

The Company completed private placements of its common shares during the period from incorporation on July 6, 2021 to February 28, 2022, raising aggregate gross proceeds of $1,000,000.

During the year ended February 28, 2023, as part of its IPO, the Company issued an aggregate of 2,288,000 common shares in the capital of the Company at a purchase price of $0.20 per share for gross proceeds of $457,600.

In accordance with Policy 2.4 of the Exchange, the proceeds raised from the sale of securities of a CPC may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company. There is no assurance that the Company will be able to identify a suitable business, asset or property as its QT. Furthermore, even if a QT is identified, there can be no assurance that the Company will be able to complete the transaction. If the Company identifies a QT, it may be necessary for the Company to seek additional financing. Capital markets may not always be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings, under terms that would be acceptable for the Company.

As at February 28, 2025, the Company had working capital of $1,026,987 (February 29, 2024 - $1,101,477).

As at February 28, 2025, the shareholders' equity of $1,026,987 (February 29, 2024 - $1,101,477) consisted of share capital of $1,298,012 (February 29, 2024 - $1,298,012), share-based payments reserve of $166,400 (February 29, 2024 - $166,400), and an accumulated deficit of $437,425 (February 29, 2024 - $362,935).

OFF BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet arrangements as at February 28, 2025 or as of the date of this MD&A.

TRANSACTIONS WITH RELATED PARTIES

Key management personnel

Key management personnel are persons responsible for planning, directing, and controlling the activities of an entity, and include executive management and non-executive directors. During the years ended February 29, 2024 and February 28, 2025, there was no share-based compensation or cash remuneration paid to key management personnel.

Related party transactions

During the year ended February 28, 2025, the Company incurred legal fees of $47,108 (February 29, 2024 - $90,844) to MLT Aikins LLP, a law firm of which a partner, Mahdi Shams, is corporate secretary and a shareholder of the Company through a holding company. These legal fees related to work done for the Company.

There was no cash remuneration paid to key management personnel and no other related party transactions during the year ended February 28, 2025.

Related party balances

As at February 28, 2025, a balance of $37,554 (February 29, 2024 - $3,265) was owing to MLT Aikins LLP, the law firm of which a partner, Mahdi Shams, is corporate secretary and a shareholder. As at February 28, 2025, a balance of $4,120 (February 29, 2024 - $4,120) was held in trust with the law firm.

PROPOSED TRANSACTIONS

The Company does not have any proposed transactions.

CRITICAL ESTIMATES

In preparing the financial statements, management has made judgments, estimates, and assumptions that affect the applicable Company's accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates. Management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised.

Estimates

In preparing the Company's Financial Statements, the significant estimates and critical judgments were the same as those applied to the audited annual consolidated financial statements for the year ended February 28, 2024.

ACCOUNTING POLICIES

A detailed summary of all of the Company's significant accounting policies is included in Note 3 to the audited financial statements for the year ended February 28, 2025.

New and amended IFRS standards that are effective for the current year

In the current year, the Company has applied/assessed application of the below amendments to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

Amendments to IAS 1 Presentation of Financial Statements re: Classification of Liabilities as Current or Non-Current & Non-Current Liabilities with Covenants

The IASB has made several amendments to IAS 1 regarding the classification of liabilities. Under the new requirements, a liability is classified as current if the company does not have the right to defer settlement for at least 12 months after the reporting date, with the right to defer now needing to have substance at the

reporting date, not just being unconditional. The classification is unaffected by management's intentions. For liabilities that can be deferred for at least 12 months, including those subject to covenants, only covenants that must be complied with before the reporting date affect classification. Companies must disclose the risk of non-current liabilities becoming repayable within 12 months if subject to future covenants. The amendments also clarify the classification of liabilities that can be settled in shares, such as convertible debt, allowing companies to ignore conversion options recognized as equity when determining the current or non-current classification of the host liability.

The amendments were applied effective January 1, 2024 and did not have a material impact on the Company's financial statements.

ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

Accounting Standards that have recently been issued or amended but are not yet effective, have not been early adopted by the Company for the period ended February 28, 2025.

IFRS 18, Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in the Financial Statements. IFRS 18 will replace IAS 1 Presentation of Financial Statements but carries forward many of the requirements from IAS 1. The standard introduces new defined subtotals to be presented in the Company's statement of loss, disclosure of any management-defined performance measures related to the statement of loss and requirements for grouping of information. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, with earlier adoption permitted, and will apply retrospectively. The Company is currently in the process of assessing the impact of IFRS 18 on the financial statements and notes to the financial statements.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

As at February 28, 2025, the capital structure of the Company consists of $1,026,987 in shareholders' equity (February 29, 2024 - $1,101,477).

The Company's objectives when managing capital are to maintain financial strength, to protect its ability to meet its on-going liabilities, to continue as a going concern, to maintain credit worthiness and to maximize returns for shareholders over the long term. The Company does not have any externally imposed capital requirements to which it is subject to. Capital of the Company comprises of shareholders' equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares.

The Company's investment policy is to invest its cash in financial instruments in high credit quality financial institutions with terms to maturity selected with regards to the expected timing of expenditures from continuing operations.

FINANCIAL INSTRUMENTS

Measurement – initial recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments. On initial recognition, the Company measures a financial asset and financial liability at its fair value plus, in the case of a financial asset and liability not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to the acquisition of the financial instrument. The directly attributable transaction costs of financial assets and liabilities are classified as at FVTPL are expensed in the period in which they are incurred.

Measurement – subsequent recognition

Subsequent measurement of financial assets and financial liabilities depends on the classifications of such assets and liabilities. The Company 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.

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

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and;

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

The classification of the Company's financial instruments under IFRS 9 is as follows:

Cash and cash equivalents	FVTPL
Other receivables	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

Risk Management

It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash and cash equivalents or another financial asset. The Company's policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company monitors its cash flows to meet the Company's normal operating requirements on an ongoing basis and its planned capital expenditures. All of the Company's financial liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. As at February 28, 2025, the Company had a working capital of $1,026,987 (February 29, 2024 - $1,101,477).

Currency risk

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

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's current policy is to invest excess cash in guaranteed investment certificates or interest-bearing accounts of major Canadian chartered banks. The Company regularly monitors compliance to its cash management policy and has no interest bearing debt. Management believes the Company is not exposed to material interest rate risk.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. Management believes the Company is not exposed to material other price risk.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially expose the Company to credit risk is cash and cash equivalents. To minimize the credit risk on cash and cash equivalents the Company places the instrument with a high credit quality financial institution. The maximum exposure to loss arising from these advances is equal to their total carrying amounts.

The Company's expected credit loss related to other receivables is $25,000.

DISCLOSURE OF OUTSTANDING SHARE DATA

As at February 28, 2025, the Company had 12,288,000 common shares and 1,334,720 stock options outstanding. The stock options outstanding comprise of 1,105,920 incentive options and 228,800 agent options issued to the Company's Agent ("Agent Options").

As at the date of this MD&A, the Company had 12,288,000 common shares and 966,080 stock options outstanding. The stock options outstanding comprise of 737,280 incentive options and 228,800 agent options issued to the Company's Agent ("Agent Options").

The Company has not exceeded its limit of issuing up to 10% of the total number of issued and outstanding shares under the Option Plan.

Escrow

Since the completion of the Company's IPO, 10,000,000 of the currently issued and outstanding common shares 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 QT Exchange Bulletin (as defined

in the policies of the Exchange) (the "Initial Release") and an additional 25% will be released on each of the dates which are 6 months, 12 months, and 18 months following the Initial Release. As at February 28, 2025 10,000,000 common shares were held in escrow (2024 - 10,000,000).

All common shares acquired on exercise of stock options granted to directors and officers of the Company prior to the completion of a QT must also be deposited in escrow until the Final Exchange Bulletin is issued. In addition, all common shares acquired in the secondary market prior to the completion of a QT by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be subject to escrow.

RISKS & UNCERTAINTIES

The Company's financial performance is likely to be subject to the following risks and uncertainties:

The Company has not commenced commercial operations and has no assets other than cash and cash equivalents and other receivables. The Company has no history of earnings, will not generate earnings to pay dividends until at least after the completion of the QT, and does not intend to pay dividends in the foreseeable future.
Until completion of the QT, the Company is not permitted to carry on any business other than the identification and evaluation of potential QTs.
The Company only has limited funds with which to identify and evaluate potential QTs and there can be no assurance that the Company will be able to identify or complete a suitable QT.
If a QT is completed, there can be no assurance that an active and liquid market for the Company's common shares will develop, and investors may find it difficult to resell the common shares.
There can be no assurance that the Company will be able to obtain additional financing in the future on terms acceptable to the Company or at all.
The Company's success depends to a certain degree upon key members of the management. It is expected that these individuals will be a significant factor in the growth and success of the Company. The loss of the service of members of the management team or certain key employees could have a material adverse effect on the Company.

SUBSEQUENT EVENTS

On May 28, 2025, as a result of the resignation of Maruf Raza as a director on February 27, 2025, 368,640 stock options subject to accelerated expiry provisions expired unexercised.