Pluribus Technologies Corp. — Interim / Quarterly Report 2024

Nov 21, 2024

Rossiter Mining Corp.

Management Discussion and Analysis of the Financial Condition and Results of Operations

Three and nine months ended September 30, 2024 and 2023

The following management discussion and analysis ("MD&A") of Rossiter Mining Corp. ("Rossiter" or "the Company") provides a review of corporate developments, results of operations and financial position for the three and nine months ended September 30, 2024 and 2023. This discussion is prepared as of November 19, 2024 and should be read in conjunction with the unaudited interim financial statements for the three and nine months ended September 30, 2024 and 2023, and notes thereto, and the annual audited financial statements for the years ended December 31, 2023 and 2022, notes thereto. The results reported in this MD&A have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and are presented in Canadian dollars, which is the Company’s functional currency. Additional information regarding Rossiter is available on the Company's SEDAR profile at www.sedarplus.ca.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward- looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements

Rossiter Mining Corp. Management Discussion and Analysis Three and nine months ended September 30, 2024 and 2023

Selected forward-looking statements, assumptions, and risk factors are as follows:

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Forward-looking statements	Assumptions	Risk factors
The Company is working towardscompleting a Qualifying Transaction.	The Company expects to identify anasset or business to acquire andclose a Qualifying Transaction, onterms favourable to the Company.	The Company’s inability to find atarget, the inability to satisfy all ofthe conditionsprecedent(duediligence,shareholderandregulatory approval, financing) tocomplete a Qualifying Transaction,resulting in the Company remainingas a reporting issuer only.
The Company’s ability to meet itsworkingcapitalneedsatthecurrent level for the year endingDecember 31, 2024.	The operating activities of theCompany for the three- and nine-months ending September 30, 2024,and the costs associated therewith,willbeconsistentwiththeCompany’s current expectations;debt and equity markets, exchangeandinterestratesandotherapplicable economic conditions arefavourable to the Company.	Changesindebtandequitymarkets; timing and availability ofexternal financing on acceptableterms;increasesincosts;regulatory compliance and changesin regulatory compliance and otherlocal legislation and regulation;interest rate and exchange ratefluctuations; changes in economicconditions.

COMPANY OVERVIEW

Rossiter Mining Corp. was incorporated on December 27, 2017 under the Canada Business Corporations Act with its head office located at 401 Bay Street, Suite 2704, Toronto, Ontario, Canada, M5H 2Y4. The Company changed its name to Rossiter Mining Corp on October 29, 2018. The Company, as a reporting issuer in the provinces of British Columbia, Alberta and Manitoba, is subject to the rules and regulations of the relative provincial securities commissions, but its shares do not trade on any stock exchange. The Company has no current active business operations and its principal business is the identification and evaluation of assets or businesses for the purpose of completing a Qualifying Transaction such that the Company's shares can be approved for listing and trading on a recognized Canadian stock exchange.

Where a Qualifying Transaction is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing. There is no assurance that the Company will be able to complete a Qualifying Transaction or that it will be able to secure the necessary financing to complete a Qualifying Transaction.

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Rossiter Mining Corp. Management Discussion and Analysis

Three and nine months ended September 30, 2024 and 2023

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PLAN OF ARRANGEMENT

Under the terms of a Plan of Arrangement approved by the Ontario Superior Court of Justice on March 26, 2018, the Company acquired substantially all the rights and interests in a Letter of Intent ("LOI") between Telferscot Resources Inc. ("Telferscot") and Horizon Capital Corp. ("HCC"). As consideration for acquisition of this LOI, Rossiter issued 2,499,996 common shares to Telferscot, which were then distributed to the current shareholders of Telferscot pro-rata based on their relative shareholdings of Telferscot. Subsequent to the distribution, HCC opted to terminate the LOI and cancel its arrangement with the Company. The LOI was originally assigned a nominal value of $1 but has since been written off.

GOING CONCERN

The unaudited interim financial statements (“Interim Financial Statements”) for the three and nine months ended September 30, 2024 have been prepared using International Financial Reporting Standards applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. It would, in this situation, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements. Such adjustments could be material.

As at September 30, 2024, the Company has no source of operating cash flow and had an accumulated deficit of $359,497 (December 31, 2023 – $312,950). Net loss and comprehensive loss for the three and nine months ended September 30, 2024 was $14,818 and $46,547 (September 30, 2023 - $12,645 and $50,527). The Company had a working capital deficiency of $209,300 as at September 30, 2024 (December 31, 2023 - $163,279). The Company’s Interim Financial Statements have been prepared on a going concern basis, which presumes realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern, namely its ability to generate sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period, is dependent upon its ability to arrange future financing, which is largely dependent upon prevailing capital market conditions and continued support of its shareholder base and completion of a Qualifying Transaction. These Interim Financial Statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business. Such adjustments could be material.

CORPORATE

On March 20, 2023, the Company entered into a binding Letter of Intent (“LOI”) with Broadway Strategic Metals Inc. (“Broadway” or “BSM”) to complete a reverse takeover transaction (“RTO”). The proposed transaction was to be structured in a manner to result in Rossiter, directly or indirectly, acquiring all of the outstanding securities of Broadway. The goal of the resulting entity was to apply to list its shares on the Canadian Securities Exchange (“CSE”). Management of the respective companies were unable to reach an agreement as to the terms of the transaction and, as a result, the LOI was terminated in October 2023.

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Rossiter Mining Corp. Management Discussion and Analysis

Three and nine months ended September 30, 2024 and 2023

FINANCING

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Shares, warrants, and loans

In June 2019, the Company issued 1,000,000 common shares to Grove Corporate Services Ltd. (“Grove”) at $0.02 per share and 1,000,000 common shares to Bolingbroke Investments Inc. at $0.02 per share as conversion of debt for a total amount of $40,000.

The Company did not perform any equity financing activities during the nine months ended September 30, 2024.

During 2020, the Company received a loan of $40,000 as part of the Canada Emergency Business Account extended by the Government. The loan was interest free until January 18, 2024, and $10,000 (or 25%) of the $40,000 loan was eligible for complete forgiveness if the $30,000 had been fully repaid on or before January 18, 2024. The Company was unable to meet the repayment deadline; as such, the loan became interest-bearing at 5% per annum, and was converted to a non-amortizing term loan with full repayment of principal and accrued interest due on December 31, 2026.

On June 12, 2023, 1,000,000 common shares of the Company were issued to Grove through the exercise of stock options at $0.05 to settle debt of $50,000.

Options

On July 5, 2021, the Company issued an aggregate of 1,000,000 stock options to Grove, a company controlled by a director for management and administrative services, as part of their compensation. The options are exercisable at $0.05 each for a period of up to 2 years from the date of issuance and are vested in two tranches during the first 12 months. On July 5, 2021, the options were extended for a further 2-year period expiring on July 5, 2023. On June 12, 2023, these options were exercised to settle debt of $50,000.

QUARTERLY PERFORMANCE

The following table highlights certain key quarterly financial highlights. Commentary on the selected highlights is included under "Results of Operations" and "Liquidity and Capital Resources".

DescriptionSep 30, 2024/ 2024 Q3Jun 30, 2024/ 2024 Q2Mar 31, 2024/ 2024 Q1Dec 31, 2023/ 2023 Q4	Sep 30, 2023/ 2023 Q3Jun 30, 2023/ 2023 Q2Mar 31, 2023/ 2023 Q1Dec 31, 2022/ 2022 Q4
$$$$	$$$$
Balance sheetCash$463$463$463$1,941Working capital deficiency($209,300)($194,483)($178,163)($163,279)Shareholders' deficiency($249,826)($235,008)($218,529)($203,279)	$1,941$1,941$11,392$439($190,264)($177,619)($202,387)($149,736)($190,264)($177,619)($202,387)($189,736)
Income statementTotal operating expenses$14,818$16,479$15,250$13,015Net loss for the period($14,818)($16,479)($15,250)($13,015)	$12,645$25,232$12,650$12,488($12,645)($25,232)($12,650)($12,488)

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Rossiter Mining Corp. Management Discussion and Analysis

Three and nine months ended September 30, 2024 and 2023

RESULTS OF OPERATIONS

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Three months ended September 30, 2024 and 2023

The Company has not yet generated any operating revenues and therefore losses have been incurred during the three months ended September 30, 2024. The Company recorded a net loss of $14,818 during the three months ended September 30, 2024, compared to a net loss of $12,645 during the three months ended September 30, 2023.

Expenses during the three months ended September 30, 2024 included management fees of $8,250 (2023 – $8,250), slightly increased professional fees, period over period, of $1,625 in Q3/24, compared to $1,500 in Q3/23 due to the increase of audit fees, and Office and general expenses in Q3/24 of $4,943 (2023 - $2,895) (see also “Related Party Transactions" section below).

Nine months ended September 30, 2024 and 2023

The Company has not yet generated any operating revenues and therefore losses have been incurred during the nine months ended September 30, 2024. The Company recorded a net loss of $46,547 during the nine months ended September 30, 2024, compared to a net loss of $50,527 during the nine months ended September 30, 2023.

Expenses during the nine months ended September 30, 2024 included management fees of $24,750 (2023 – $24,750), professional fees of $6,239 (2023 - $7,098), significantly reduced regulatory expenses of $2,065 (2023- $8,333) due to the decrease of transfer agency fees and office and general expenses of $13,493 (2023 - $10,346) (see also “Related Party Transactions" section below).

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2024, the Company had a cash balance of $463 (December 31,2023 - $1,941) and had a working capital deficiency of $209,300 (December 31, 2023 - $163,279). Plans for a private placement to provide funds to identify and evaluate assets or businesses for completion of a Qualifying Transaction and basic operating costs of a company with ongoing reporting issuer obligations have yet to be finalized.

CAPITALIZATION

The Company has the following securities issued and outstanding at each reporting date:

Description	Nov 19,	Sep 30,	Dec 31,
	2024	2024	2023
Common shares issued and outstanding	5,499,996	5,499,996	5,499,996

The Company is a reporting issuer in the provinces of British Columbia, Alberta and Manitoba and is subject to the rules and regulations of the relative provincial securities commissions, but its shares do not trade on any stock exchange. The Company was incorporated on December 27, 2017 with the initial common share issued to the incorporator having been cancelled.

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Rossiter Mining Corp.

Management Discussion and Analysis

Three and nine months ended September 30, 2024 and 2023

As a result of the court approval of the Plan of Arrangement on March 26, 2018, Rossiter issued 2,499,996 common shares to Telferscot as consideration for the acquisition of the LOI with HCC. These common shares were . then distributed to the current shareholders of Telferscot pro-rata based on their relative shareholdings of Telferscot.

RELATED PARTY TRANSACTIONS

The Company is billed a monthly fee of $2,750 (plus applicable HST) by Grove Corporate Services Ltd., a company controlled by a director and officer for management and administrative services, including the corporate secretary, the services of the CFO, office rent and regular administrative functions. In March 2020, Grove Corporate Services Ltd agreed to waive all management and accounting fees during the COVID-19 pandemic as of March 1, 2020 and for a period of eight months. During the three and nine months ended September 30, 2024, the Company incurred total fees of $8,250 and $24,750 (2023 –$8,250 and $24,750). During the three and nine months ended September 30, 2024, Grove charged the Company 1% interest on outstanding fees which totaled $4,424 and $12,070 (2023 - $2,877 and $10,383). The amount is included in office and general expenses on the statement of loss and comprehensive loss.

In June 2018, the Company was provided a loan from Bolingbroke Investments Inc. (“BII”), a company controlled by a director in the amount of $15,000. BII advanced further funds in July 2018, September 2018 and March 2019 in the amount of $17,500. On June 19, 2019, the Company issued 1,000,000 shares as a debt repayment to BII at $0.02 per share for a total amount of $20,000. On October 30, 2020, the Company paid back $10,000 to BII towards the loan. As at June 30, 2023, the loan amount to BII stands at $4,090. The loan is due on demand, unsecured and bears interest at 3% per annum. During the three and nine months ended September 30, 2024, accrued interest on the loan amounted to $19 and $57 (2023 - $19 and $57), with such amount included in the statements of loss and comprehensive loss.

As at September 30, 2024, accounts payable and accrued liabilities included $182,519 (December 31, 2023 - $142,483) due to related parties. On June 12, 2023, $50,000 owing to a related party was settled through the exercise of 1,000,000 stock options.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

The Company signed a consulting contract, on July 1, 2018 which was amended on January 19, 2019, with a company controlled by a director to provide capital market advice including financing management and to assist in the process of successful public listing. The duration of this contract is guaranteed for an initial term of 6 months and will continue on a monthly basis thereafter until such time as this contract is terminated. Following the initial 6 months term, of which services are provided at no cost to the Company, a monthly consulting fee would apply and would not exceed $60,000 in a calendar year. The Company will also pay a finders’ fee of up to 5% of funds raised for the company. The consultant will be entitled to receive stock options on common shares of the Company subject to the approval of the Board of Directors.

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Rossiter Mining Corp.

Management Discussion and Analysis

Three and nine months ended September 30, 2024 and 2023

CAPITAL RISK MANAGEMENT

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The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and ensure sufficient liquidity in order to complete a Qualifying Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital as total shareholders' equity.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have an effect on the results of operations or financial condition of the Company.

RISKS AND UNCERTAINTIES

Proposed Business

The Company was only recently incorporated, has not commenced commercial operations, and has no assets other than cash and amounts receivable. It has no history of earnings, and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction.

No Market or History of Operations

The Company was incorporated on December 27, 2017, has not commenced commercial operations, and has no assets other than cash and accounts receivable. The Company has neither a history of earnings nor has it paid any dividends and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future. The Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction. Even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete a transaction.

Directors' and Officers' Involvement in Other Projects

The directors and officers of the Company will only devote a small portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.

Reliance on Management

The Company is relying solely on the past business success of its directors and officers to identify and complete a Qualifying Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Company. In such event, the Company will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found.

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Rossiter Mining Corp.

Management Discussion and Analysis

Three and nine months ended September 30, 2024 and 2023

Requirement for Additional Financing

. The Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify and complete a suitable Qualifying Transaction. Further, even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to complete a transaction. The Qualifying Transaction may be financed in whole, or in part, by the issuance of additional securities by the Company and this may result in further dilution to investors, which dilution may be significant and which may also result in a change of control of the Company.

Foreign Qualifying Transaction

In the event that management of the Company resides outside of Canada or the Company identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts.

Potential Dilution

The issue of common shares of the Company upon the exercise of the options will dilute the ownership interest of the Company’s current shareholders. The Company may also issue additional option and warrants or additional common shares from time to time in the future. If it does so, the ownership interest of the Company’s then current shareholders could also be diluted.

Volatile Financial Markets

The volatility occurring in the financial markets is a significant risk for the Company. As a result of the market volatility, investors are moving away from assets they perceive as risky to those they perceive as less so. Issuers like the Company are considered risk assets and as mentioned above are highly speculative. The volatility in the markets and investor sentiment may make it difficult for the Company to access the capital markets in order to raise the capital it will need to fund its current level of expenditures and identify, evaluate and close a Qualifying Transaction.

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