NGEx Minerals — Management Reports 2025

Sep 30, 2025

Form 51-102F1

Management’s Discussion & Analysis (MD&A)

Forward-Looking Information

This MD&A contains “forward-looking information” that is based on management’s expectations, estimates and projections as of the date of this MD&A. Forward looking information in this MD&A can frequently be identified as incorporating such words as “plans”, “becomes”, “expects”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “may”, “could”, “would”, “might” or “will”. This forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information in this MD&A. Actual results may vary materially from the forward-looking information contained in this MD&A. The forward-looking information contained in this MD&A is based on the information available as of the date of this MD&A and we have no intention of updating it except as required by applicable securities law. Numerous events and circumstances could occur subsequent to the date of this MD&A that could cause the actual results, performance or achievements that may be expressed or implied by the forward-looking information. Forward-looking statements are included in sections 1.2, 1.6, and 1.9. Examples of such forward looking information included in this MD&A include, but are not limited to, trends in the marketplace favoring both Quizam’s products; the demand for Corporate Computer training being fueled by the increased reliance on computers in the workplace; growing use of the internet helping to improve the awareness and consequent demand for the Quizam product; demand for Quizam’s products increasing; the large global increase in the use of cell phones and internet, together with an increased appreciation for education and training giving the company excellent strategic positioning; all future global License sales will be in Canadian dollars; there can be no assurance that the company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable; the company will continue to improve its cash positions by focusing on increasing sales, improving profitability and equity financings; broadening of On-Track TV; increasing our On-Track TV sales team; significant parental/family demand for study tools; inventory increasing in value; anticipating receiving deferred purchases; management anticipates more Country Licenses coming on board and increased website visits in the coming quarters. Moreover, cannabis is an entirely new industry in Canada, and the legalization of cannabis will be a signature development in Canadian retail market. This is a huge opportunity for Quantum 1 on the potential for first-mover advantage in the market. Legalization is expected to attract more new consumers and increase frequency of purchase. There is a high possibility of becoming a complement or a substitute for liquor favors to recreational cannabis industry. On-Track TV is launching new videos about provincial regulations and safety concerns, and other issues related to cannabis.

All the above forward-looking statements are subject to significant risks and uncertainties. Certain material risk factors, that could cause actual results to differ materially from the forward-looking information contained in this MD&A include, but is not limited to, changes in the actions of competitors; fluctuations of exchange rates; the trading level of the company’s stock; the continued availability of financing on appropriate terms for future projects; the continued increase of commercial run rates; a decline in market liquidity, and the volatility of global markets. Events

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and circumstances that occurred during the year ended May 31, 2025, which are reasonably likely to cause actual results to differ materially are the volatility of the global economy and increased competition which could prevent the company from improving its cash position, improving profitability, increasing Country Licenses or completing necessary financings; decreased usage of the internet, cell phones, and PDA's which could decrease demand for Academic Quizzing software and Quizam's products; the inability to hire appropriate staff and the results of product development activities could prevent further revisions to the software and the development of new products. Changes in the Entertainment industry could also affect results. Currently the movie business is going through major changes as Internet and On-Demand usage increases. Changing in legislation, customer preferences and behaviors, competitors' actions and economic factors could affect the results from company predictions.

The current economy increases the uncertainty of forward-looking statements and information included in the MD&A.

1.1 Date of Information

September 29, 2025

1.2 Overall Performance

Quizam Media operates 3 divisions of business - Retail Cannabis, Corporate Learning/Training and Movie Production.

The Cannabis retail division is operated through Quantum 1 Cannabis Corp., a wholly owned subsidiary of Quizam Media. Quantum was among the first to aggressively go after Retail Licenses when it became legal in Canada late 2018. Quantum initially opened 6 stores in British Columbia as follows: Keremeos in November 2019, Grand Forks in January 2020, Vernon in April 2020, Creston in November 2020, North Vancouver in August 2020 and Vancouver in November 2021. We are pleased with the sales and gross profit growth over the period. During our initial year in Cannabis (year ending May 31, 2020) our Gross Sales (not including taxes) were approximately $201,000 with Gross Profit of $74,000. During the year ended May 31, 2021, we realized approximately $3.8 million in sales with Gross Profit of $1.4 million. During the year ended May 31, 2022, we realized approximately $6.4 million in sales with Gross Profit of $2.4 million. During the year ended May 31, 2023, we realized approximately $6.9 million in sales. During the year ended May 31, 2024, we generated approximately $6.7 million in sales. During the year ended May 31, 2025, we generated approximately $6.5 million in sales.

With respect to our Vancouver location on Cambie street in the 2022 fiscal year the Company purchased a retail cannabis development permit in exchange for total consideration of $971,000 that is payable in $871,000 of cash and $100,000 in common shares of the Company. As at May 31, 2022 the Company owes $350,000 in future payments which are a commitment and are accrued for and include in accounts payable and accrued liabilities. The Company accounted for the $971,000 purchase as pre-operating costs under IAS 38.69 that were incurred prior to opening its Cambie Street store location and these costs are expensed. The development permit is temporary

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in nature in that Vancouver requires you to renew it each year. The Development Permit was acquired prior to the Company signing a store lease and before the Company received provincial and municipal licenses for the Cambie street store, and the lease and licenses are all necessary in order for the company operate a cannabis retail store. Currently the Cambie location has all permits and licenses in good standing.

After more than a year of operations, management decided to close Creston and Grand Forks because they were not profitable. Quantum currently operates three stores in British Columbia as the Vernon store was closed in June 2023.

The Corporate Learning division is called On-Track. Within On-Track there are 3 divisions. On-Track Corporate Training (face to face consulting), On-Track Online Live (face to face but online) and OnTrackTV (a large library of short vignettes).

On-Track Corporate Training faced some challenges during Covid19 as many classes had to be cancelled and many of the Company's regular clients did not want to send their employees for training. As Covid19 has passed, we are now seeing a resurgence of customers booking classes and coming to our offices for training. On-Track Corporate Training is well known in the marketplace, and we expect our business to grow this year. In September 2022 we launched our brand new On-Track.com website. Response has been positive.

One positive aspect of Covid19 is that it introduced many companies to On-Line Video Conferencing. Programs and Apps like "Go to Meeting" and "Zoom" have become well known and accepted by everyone. This has helped enhance the attractiveness of our On-Track Online Live division. We have seen a significant surge in the demand for on-line training. Management is very encouraged by this trend in the market. Firstly, On-Track On-Line Live (OTOLL) is perfectly equipped to handle this mode of delivery. Secondly, (and most importantly) this greatly increases our reach and our capacity. Students can now login into an OTOLL session from anywhere in the world and our class size is virtually unlimited.

OTOLL is marketing to several cities beyond Vancouver and attracting customers from a global marketplace. We expect to see this grow significantly. It's worth to note that the Company competes in the global marketplace and the continued devalued Canadian Dollar is helping to make our product more competitive globally.

OntrackTV is an online library of short learning vignettes. Over the last 16 months the Company has done an extensive rewrite of the application. The key goals were to a) make the application super simple and visually pleasing on a cell phone, a desktop or a tablet; and b) have a slick and speedy search algorithm that can find anything quickly. We have achieved these goals and are excited about launching the App in the coming months. Currently, our model is for anyone to browse the myriads of courses for free but if you want to login and use all the "Settings Tools" and "Tracking Tools" then you will have to pay a modest subscription fee. Additionally, we have a Corporate Login Ability where clients can "White Label" login with their logo and add their own content strictly for their team. Overall, we are very excited about this app, and we see positive growth potential. The current Beta Version is available for view at www.beta.ontracktv.com.

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In June 2022 Quizam Entertainment, signed a deal with Award Winning Producers Everett Bumstead and Kenrick Block for a new Feature Film Documentary entitled “The Forest for The Fires”.

This documentary film is about the wildfire fighters shot across the northwest from Haida Gwaii to Revelstoke. The film will center on the human element. Specifically, the brave people that fight wildfires in British Columbia and the unique culture of artists, athletes and entrepreneurs that spend their summers protecting the line between the human and natural world.

Producers Everett Bumstead and Kenrick Block won two Leo awards in 2021 (best directing and best editing in a documentary) for their highly acclaimed film “One Million Trees”.

Quizam is the sole executive producer and owner of the project, and the project is now completed. We are in discussion with various distributors to get the movie distributed.

The Company plans to continue to focus on growth and profitability. The main strategies in the process include:

a) Strict focus on increasing gross sales and running a tight ship in order to increase profitability.
b) Increase of pricing in all areas.
c) Expansion of course offerings beyond IT and computer training. Some of the new course offerings include customer service, conflict resolution, minute notetaking, and project management, cannabis education, cannabis safety, and medical applications of cannabis.
d) Special marketing team devoted to gaining Fortune 500 companies and companies beyond the Vancouver boundary as clients for On-track online live and OntrackTV;
e) Continue to develop OntrackTV markets in the UK, North America, and Southeast Asia and sell more regional OntrackTv licenses.
f) Continue to develop components to OntrackTV.
g) Distribution of Forest for the Fire documentary successfully.
h) Develop and offer courses in common accounting software such as Simply Accounting, QuickBooks and CaseWare. This would be for both Face-to-Face and On-Track TV.
i) Expand our Cannabis Strategy into retail sales in key cities throughout British Columbia. We would like to have 8 Cannabis Retail Platforms up and running within the next 18 months; and
j) OntrackTV was launched early 2024 and we are continuing to build the library and market the product. Subscriptions are growing.

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1.3 Selected Annual Information

	Year Ended May 31, 2025	Year Ended May 31, 2024	Year Ended May 31, 2023
	$	$	$
a) Total revenue	6,841,921	6,981,391	7,409,508
b) Loss before other items	(508,006)	(927,659)	(896,337)
c) Net loss	(288,065)	(709,870)	(824,115)
c) Net loss (per share)	(0.00)	(0.01)	(0.02)
d) Total assets	2,200,141	2,348,645	2,498,794
e) Long-term liabilities	327,701	1,154,606	1,562,692
f) Cash dividends	0	0	0

1.4 Discussion of Operations

Revenue for the year ended May 31, 2025, decreased to $6,841,921 compared to $6,981,391 during the year ended May 31, 2024. This increase was mostly due to reduction in non medical canibis sales during the financial year. Operating expenses decreased from $7,909,050 as of May 31, 2024, to $7,349,927 for the year ending May 31, 2025, reflecting a reduction of $559,123. This decline was primarily driven by a considerable decrease in key expense categories, particularly, research & development, travel & business development, investor and finance development costs and accounting & legal and management fee costs. The net loss for the year ended May 31, 2025, decreased to $288,065, compared to $709,870 for the year ended May 31, 2024, representing a reduction of $421,805. This improvement was largely attributed to the decrease in operating expenses during 2025.

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The significant changes were as follows:

• Travel and business development expenses decreased significantly to $424,421 for the year ended May 31, 2025, compared to$ 648,806 in the prior year, representing a reduction of $224,385 or approximately 35%. This decline primarily reflects cost containment initiatives undertaken by management to streamline discretionary spending.
• Research & Development expenses declined to $220,544 for the year ended May 31, 2025 (2024 -$ 334,065). The company continues to invest in R&D, but with a more focused approach, concentrating efforts on projects with a clearer path to market adoption and near-term revenue generation. This aligns with management's strategy of balancing innovation with cost discipline. In addition, management made a deliberate decision to prioritize resources toward specific strategic projects, such as movie production, which saw a notable increase in spending during 2025.
• Investor and Finance Development costs decreased to $24,784 for the year ended May 31, 2025 (2024 -$ 86,351). This reduction was primarily due to streamlined financial operations and a more focused investor outreach strategy.
• Accounting and legal costs decreased to $134,698 for the year ended May 31, 2025 (2024 -$ 207,273), a reduction of $72,575. These costs mainly arise from intercompany charges for professional and administrative services. The decrease reflects a reduction in the level of services allocated during the year, consistent with management's efforts to streamline operations and allocate shared service costs more efficiently.
• Management fees decreased to $161,841 in 2025 from$ 212,822 in 2024, mainly due to lower allocations of internal administrative and support costs from related entities, resulting in a more efficient cost structure for the company.

Segment information is as follows:

For the year ended May 31, 2025:

	Administration ($)	Software and training ($)	Cannabis ($)	Total ($)
Revenue	-	278,959	6,562,962	6,841,921
Expenses
Accounting and legal	139,751	(12,517)	7,464	134,698
Automobile	428	28,363	3,841	32,632
Bank charges and finance fees	103,295	70,457	145,618	319,370
Depreciation	-	221,792	228,384	450,176
Investor and finance development	24,784	-	-	24,784
Management fees	100,989	51,487	9,365	161,841
Office and miscellaneous	4,922	41,178	93,098	139,198
On-Track TV development costs	65,925	-	-	65,925
Regulatory fees	24,865	-	-	24,865
Research and development	919	216,975	2,650	220,544
Retail inventory	-	-	4,336,536	4,336,536
Subcontractors	8,392	138,049	-	146,441
Telephone and internet	581	26,151	6,030	32,762
Travel and business development	379,514	10,907	34,000	424,421
Wages and benefits	-	341,833	493,901	835,734
Other income (Expenses)
Interest income		10	6,091	6,101
Other income		200,569	13,271	213,840
Segment operating profit (loss)	(854,365)	(655,137)	1,221,437	(288,065)
Segment assets	834,590	548,165	1,159,020	2,541,775
Segment liabilities	1,391,707	939,203	882,339	3,213,249

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Reconciliation of reportable segment assets:

Total reportable segment assets	$	2,541,775
Consolidation		(341,634)
Total assets	$	2,200,141

Reconciliation of reportable segment liabilities:

Total reportable segment liabilities	$	3,213,249
Consolidation		(341,634)
Total liabilities	$	2,871,615

Fourth Quarter Results of operations

For the three months ended May 31, 2025, compared to the three months ended May 31, 2024:

During the three months ended May 31, 2025, the company generated revenue of $1,488,213, compared to $1,735,306 for the three months ended May 31, 2024. This represents a decrease of $247,093. The decline in revenue is primarily attributed to reduced sales of non-medical cannabis in Cambie & North Van stores. For the three-month period ending May 31, 2025, the company recorded a net loss of $395,467 (2024: loss of 206,855). Below is the expense analysis for the three months ended May 31, 2025:

• Research & development costs increased by $55,736 in the final quarter of 2025 (Q4, 2025 - $165,735) compared to the same period in 2024 (Q4, 2024 - $109,999). In the final quarter of 2025, additional projects such as Ontrack TV & meta data updates, Ontrack TV re-coding, research on new learning courses were conducted leading to a higher research & development cost compared to the final quarter of 2024.
• Wages and benefits increased by $29,074 in the final quarter of 2025 (Q4, 2025 - $213,591) compared to the same period in 2024 (Q4, 2024 - $184,517). This is mainly due to the salary increments given to the employees during the quarters.
• Travel & Business Development costs for the three months ended May 31, 2025, decreased by $94,862 compared to the three months ended May 31, 2024. The decrease is mainly due to management's efforts to control costs by reducing discretionary spending.
• Retail inventory cost reduced by $79,031 in the final quarter of 2025 (Q4, 2025 - $1,094,690) compared to the same period in 2024 (Q4, 2024 - $1,173,721). In the final quarter of 2025, retail inventory costs were reduced as a result of reduction in the revenue for that quarter.

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Summary of Quarterly Results

The effect of applying the treasury stock method to the Company's loss per share calculation is antidilutive. Therefore, basic and diluted losses per share are equal for the periods presented.

The quarterly periods in the table below are presented under International Financial Reporting Standards (IFRS) in Canadian dollars.

	31-May-25	28-Feb-25	30-Nov-24	31-Aug-24	31-May-24	29-Feb-24	30-Nov-23	31-Aug-23
Total Revenue	$1,488,213	$1,863,373	$1,726,341	$1,763,994	$1,735,306	$1,690,154	$1,737,922	$1,818,009
Profit/(Loss) before other items	($452,985)	$128,221	($88,055)	($95,187)	($241,074)	($162,571)	($339,674)	($184,340)
Net Profit/(loss)	($395,467)	$189,363	($43,059)	($38,902)	($206,855)	($109,716)	($290,523)	($102,776)
Net loss per share	($0)	($0)	($0)	($0)	($0)	($0)	($0.01)	($0)

1.5 Liquidity

The Company's liquidity is as follows:

	May 31, 2025	May 31, 2024
Cash and cash equivalents	$50,056	$196,362
Accounts receivable	$56,668	$45,084
Due from related parties	$725,995	$204,137
Accounts payable and accrued liabilities	$494,066	$595,443
Due to related parties	-	-
Loans payable to related parties	$1,124,613	$737,947
Lease liabilities – current portion	$838,109	$455,453
Working capital surplus (deficiency)	$(1,444,180)	$(1,067,366)

As at May 31, 2025, the Company had cash and cash equivalents of $50,056 and a working capital deficiency of $1,444,180 compared to cash and cash equivalents of $196,362 and a working capital deficiency of $1,067,366 as at May 31, 2024.

During the year ended May 31, 2025, the Company generated $182,435 cash for operating activities compared to the cash used of $180,452 in the comparative period. The Company has incurred losses as it is a start-up in the Cannabis industry. The Company continues to be dependent on its cash reserves and future financing.

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There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. If adequate financing is not available when required, the Company may be required to delay or scale back its software development and marketing. Any equity offerings will result in dilution to the ownership interests of the Company's shareholders and may result in dilution to the value of such interests.

Currently the Company has insufficient funds to meet its requirements for the coming year. The Company will continue to improve its cash position by focusing on increasing sales, improving profitability and equity financing.

1.6 Capital Resources

The Company's capital currently consists of common shares, options and warrants. The Company's principal source of funds is from the issuance of common shares. The Company's capital management objectives are to safeguard its ability to continue as a going concern and to have sufficient capital to be able to meet the Company's educational software development, internet training development and film production to ensure the growth of activities.

The Company currently has 63,906,845 common shares issued.

The Company has signed a rental agreement effective until August 31, 2027, for the lease of its head office in Vancouver. The Company has rental agreements for store-front retail outlets for its cannabis operations. The Company's current value of the future lease payments as at May 31, 2025 was $1,165,810.

1.7 Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

1.8 Transactions Between Related Parties

The Company has identified its directors and certain senior officers as its key management personnel and the compensation costs for key management personnel and companies related to them were recorded at their exchange amounts as agreed upon by transacting parties as follows:

	May 31, 2025	May 31, 2024
Management fees	$ 180,573	$ 266,385

a) Amounts due from related parties

The amount due from related parties of $725,995 (2024 - $204,137) is comprised of the following:

As of May 31, 2025, the Company had amounts receivable of $701,168 (May 31, 2024 – $nil) due from two companies owned and controlled by the president and CEO. These balances are non-interest bearing and payable on demand. During the year ended May 31, 2025, the Company borrowed

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$330,000 and USD 91,421 from a non-arm’s length company controlled by a close family member of the president and CEO, which were subsequently transferred to the two companies controlled by the president and CEO (Note 13(d)).

As of May 31, 2025, $nil (May 31, 2024 – $178,814) was due from the president and CEO of the Company. The amounts are non-interest bearing and due on demand.

As of May 31, 2025, the Company had amounts receivable of $24,827 (May 31, 2024 - $23,361) due from close family members of the president and CEO of the Company. These balances are non-interest bearing and payable on demand.

During the year ended May 31, 2025, companies owned by the president and CEO withdrew a total of $2,752,772 from the Company, including $795,995 withdrawn in cash from Quantum 1 Cannabis Corp. During the same period, these companies contributed $2,224,882 to the Company.

b) Amount due to related parties

The amount due to related parties of $22,671 (2024 - $nil) is payable to a company owned and controlled by the president and CEO.

c) Loans payable to related parties

The amount of loans payable to related parties of $1,124,613 (May 31, 2024 - $737,947) and is comprised of the following:

During the year ended May 31, 2023, the Company obtained a loan of $135,729 (US$100,000) from a director. The loan bears simple annual interest at 6%, is repayable on demand, and is guaranteed by the president and CEO. The balance outstanding, including accrued interest, was $136,500 as at May 31, 2025 (May 31, 2024 – $136,500).

During the year ended May 31, 2023, the Company obtained a loan of $49,675 from a company controlled by a close family member of the president and CEO. The loan bears simple annual interest at 10%, is unsecured, repayable on demand, and guaranteed by the president and CEO. During the year ended May 31, 2025, the Company obtained additional loans of $330,000 and US$236,421 from the same party and accrued interest of $11,993. Additionally, the Company paid $238,305 of expenses on behalf of the related party to various vendors and charged $199,997 to the related party for services provided, including rent, accounting services, and parking. These amounts, totaling $438,302, were applied to reduce the loan balance. Of the total loans advanced by the related party, $330,000 and US$91,421 were transferred directly to two companies owned and controlled by the president and CEO. The total outstanding balance was $308,551 as at May 31, 2025 (May 31, 2024 - $80,932).

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During the year ended May 31, 2024, the Company obtained a loan of US$370,000 from another company controlled by a close family member of the President and CEO. The loan bears simple annual interest at 10%, is unsecured, repayable on demand, and guaranteed by the President of the Company. During the year ended May 31, 2025, the Company obtained an additional loan of US$66,000 under the same terms. No repayments were made during the year, and interest accrued was $44,470. The total outstanding balance was US$492,080 (CAD $679,562) as at May 31, 2025 (May 31, 2024 – CAD $520,515), converted at the year-end exchange rate.

1.9 Critical Accounting Estimates

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses for the period reported. Significant areas requiring the use of management estimates relate to estimation of an allowance for doubtful accounts, the measurement of share-based compensation, expected lives of long-lived assets, and the recognition of deferred income tax assets. Actual results could differ from those estimates. Significant judgements are applied by management to determine whether sales have met the Company's revenue recognition criteria, and to assess the probability of realizing deferring income tax assets based on the likelihood of generating taxable income in the future. Different judgement could yield different results.

1.10 Changes in Accounting Policies including Initial Adoption

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended May 31, 2025, and have not been early adopted in preparing these financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 – Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. The key new concepts introduced in IFRS 18 relate to the structure of the statement of earnings (loss), required disclosures in the financial statements for certain earnings or loss performance measures that are reported outside an entity's financial statements and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027, and also applies to comparative information. The Company is still in the process of assessing the impact of this standard on its financial statements.

1.11 Financial Instruments and Other Instruments

Management determines the classification of its financial assets at initial recognition depending on the purpose for which the financial assets were acquired and, where allowed and appropriate, re-evaluates this designation at every reporting date. All financial instruments are recognized when the Company becomes a party to contractual provisions of these instruments. Financial instruments initially recorded at fair value. Financial assets classified into one of three categories: amortized

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cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”). Financial liabilities are subsequently measured at amortized cost using effective interest method, except for financial liabilities at FVTPL, financial guarantee contracts, loan commitments as below—market interest rate, and liabilities related to contingent consideration of an acquirer in a business combination.

Financial instruments comprise cash and cash equivalents, accounts receivable, accounts payable, due to related parties and loans payable. At initial recognition management has classified financial assets and liabilities as follows:

a) Financial Assets

Amortized cost

Financial assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of these financial assets give rise on specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding, are subsequently measured at amortized cost using the effective interest method. Accounts receivables are measured at amortized cost.

Fair value through other comprehensive income

Financial assets that are held within a business model whose objective is to hold financial assets in order to both collect contractual cash flows and sell financial assets, and the contractual terms of these financial assets give rise on specified date to cash flows that are solely payment of principal and interest on the principal amount outstanding.

Upon initial recognition of equity securities, the Company may make an irrevocable election (on an instrument-by-instrument basis) to designate its equity securities that would otherwise be measured at FVTPL to present subsequent changes in fair value in other comprehensive income. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in OCI. The cumulative gain or loss is not reclassified to profit or loss on disposal of the instrument; instead, it is transferred to retained earnings. The Company currently has no financial assets designated as FVTOCI.

Fair value through profit or loss

By default, all other financial assets are measured subsequently at FVTPL. The Company’s cash and cash equivalents are measured at FVTPL.

b) Financial liabilities

Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Fair value changes on financial liabilities classified as FVTPL are recognized in the statements of operations and

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comprehensive income (loss). The Company’s financial liabilities of accounts payable, due to related parties, and loan payables are classified as measured at amortized cost.

The following table summarizes information regarding the carrying values of the Company’s financial instruments:

| | May 31, 2025
$ | May 31, 2024
$ |
| --- | --- | --- |
| FVTPL (i) | 50,056 | 196,362 |
| Financial assets at amortized cost (ii) | 782,663 | 249,221 |
| Financial liabilities at amortized cost (iii) | (1,641,350) | (1,196,986) |

(i) Cash and cash equivalents
(ii) Accounts receivable and amounts due from related parties
(iii) Accounts payable, amounts due to related parties and loans due to related parties

The Company classifies its fair value measurements in accordance with an established hierarchy that prioritizes the inputs in valuation techniques used to measure fair value as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – Inputs that are not based on observable market data.

The following table sets forth the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy:

	Level	May 31, 2025	May 31, 2024
Cash and cash equivalents	1	$50,056	$196,362

The risk management function within the Company is carried out in respect of financial risks, operational risks, and legal risks. Financial risk comprises market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures, to minimize operational and legal risks.

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Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable. Credit risk from accounts receivable encompasses the default risk of its customers. Since the Company mange its credit risk by only working with reputable companies, the Company has reasonable assurance of collectability of the considerations. The Company continuously manages its exposure to credit risk by only working with reputable companies and by performing on-going credit evaluations of its customers' financial conditions and requires letters of credit or other guarantees whenever deemed appropriate. The maximum exposure to loss arising from accounts receivable is equal to their carrying amounts.

The following table provides information regarding the aging of financial assets that are past due but which are not impaired as at May 31, 2025:

	Neither past due nor impaired	31-60 days	61-90 days	91 days and over	Carrying value
Trade accounts receivable	$ 42,709	12,159	–	1,800	$56,668

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at May 31, 2025, the Company had a cash balance of $50,056 to settle current liabilities of $2,543,914. The Company manages its ability to meet its short-term obligations through the capital management described in Note 14 to the consolidated financial statements. The Company has a working capital deficit and requires additional financing to fund operations. The Company intends to meet its current obligations through funds to be raised via the private placement of shares and through related party loans. There can be no assurance of continued access to adequate equity funding.

Foreign Exchange Risk

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company is exposed to exchange risk as some of its cash and related party loans are denominated in US dollars. These factors expose the Company to foreign currency exchange rate risk, which could have an adverse effect on the profitability of the Company. As at May 31, 2025, the Company had net monetary liabilities of approximately $800,910 denominated in US dollars of US $593,599. A 10% increase in the US dollar to Canadian dollar exchange rate would impact the Company's net loss by approximately $73,000 and a 10% decrease by $92,000. At this time, the Company currently does not have plans to enter into foreign currency future contracts to mitigate this risk.

Price Risk

In the management's opinion the Company is not exposed to significant price risk.

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1.12 Additional Information

Additional information about the Company is available on SEDAR (Website: www.sedar.com)

1.13 Outstanding Share Data

The following table summarizes the issued and outstanding share capital as of May 31, 2025 and the date of the MD&A:

	Number of shares issued or issuable as at May 31, 2025	Number of shares issued or issuable as at September 29, 2025
Common shares	63,906,845	63,906,845
Warrants	10,500,000	10,500,000