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Pluribus Technologies Corp. — Management Reports 2021
Nov 26, 2021
48115_rns_2021-11-26_ec3437f1-fd59-452a-827d-48a343c060d4.pdf
Management Reports
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Aumento Capital IX Corp. Management Discussion and Analysis
For the Three Month Period Ended September 30, 2021 and For the Period from the Date of Incorporation (February 16, 2021) to September 30, 2021
November 25, 2021
The following management discussion and analysis (“MD&A”) of the results of the operations and financial position of Aumento Capital IX Corp. (the “Corporation” or “Aumento IX”) for the three months ended September 30, 2021 and the period from the date of incorporation (February 16, 2021) to September 30, 2021 and should be read in conjunction with the Corporation’s unaudited condensed interim financial statements for the three months ended September 30, 2021 and for the period from the date of incorporation (February 16, 2021) to September 30, 2021. All figures contained in this MD&A are presented in Canadian dollars.
Forward-Looking Statements
Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Corporation’s future performance. All statements, other than statements of historical fact, may be forward-looking statements.
Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Corporation’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.
The Corporation
Aumento Capital IX Corp. was incorporated under the Business Corporations Act (Ontario) on February 16, 2021 and is classified as a Capital Pool Company, as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”) Corporate Finance Manual (the “Manual”). The head office and the registered head office of the Corporation is located at 77 King Street West, Suite 700, Toronto, Ontario M5K 1G8. The Corporation’s common shares commenced trading on the Exchange under the trading symbol “AUIXP” on June 3, 2021.
Aumento Capital IX Corp. Management Discussion and Analysis Page 2
The principal business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Corporation has not commenced operations and has no assets other than cash held in trust. The Corporation’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s length transaction, of the majority of the minority shareholders.
The proceeds raised from the issuance of share capital 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 Corporation. These restrictions apply until completion of a QT.
During the period ended March 31, 2021, the Corporation issued 1,000,000 common shares at $0.25 per share for gross proceeds of $250,000.
On June 3, 2021, the Corporation completed its initial public offering (“IPO”) for 1,000,000 common shares (“Common Shares”) at a purchase price of $0.5 per Common Share for gross proceeds of $500,000. Canaccord Genuity Corp. (the “Agent”) acted as the agent for the Offering, in connection with which it received a cash commission equal to 10% of gross proceeds and options to purchase up to 100,000 Common Shares at an exercise price of $0.50 per Common Share, exercisable within sixty months from the date of listing of the Common Shares on the Exchange. The Corporation also paid a corporate finance fee and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the IPO.
On June 3, 2021, the Corporation granted 200,000 stock options to its directors and officers, which are exercisable within five years from the date of grant at an exercise price of $0.50 per share.
On November 25, 2021 the Board of Directors approved the unaudited condensed interim financial statements for the three months ended September 30, 2021 and for the period from the Date of Incorporation (February 16, 2021) to September 30, 2021.
The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.
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Summary of Quarterly Results
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----- Start of picture text ----- September 30, 2021 June 30, 2021 March 31, 2021Total Assets $538,310 $634,217 $250,000Total Revenues Nil Nil NilTotal Expenses $52,055 $141,144 $9,904Net Income (Loss) ($52,055) ($141,144) ($9,904)Basic and dilutednet loss per share ($0.03) ($0.11) ($0.02)----- End of picture text -----
Results of Operations
Three months ended September 30, 2021
The Corporation recorded a net loss of $52,055 during the three months ended September 30, 2021. The net loss for the three months ended September 30, 2021 is due mainly to costs in relation to its listing on the Exchange as well as professional fees.
Period from the date of incorporation (February 16, 2021) to September 30, 2021
The Corporation recorded a net loss of $203,104 during the period from the date of incorporation (February 16, 2021) to September 30, 2021. The net loss for the period from the date of incorporation (February 16, 2021) to September 30, 2021 is due mainly to costs in relation to its listing on the Exchange as well as professional fees.
Additional Disclosure for Venture Issuers without Significant Revenue
Since the Corporation has no revenue from operations, the following is a breakdown of the material costs incurred from the date of incorporation (February 16, 2021) to September 30, 2021:
Aumento Capital IX Corp. Management Discussion and Analysis Page 4
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----- Start of picture text ----- Period from the date ofincorporation (February 16,Material Costs 2021) to September 30, 2021:Professional fees $101,774Filing fees $27,162Stock based compensation $74,168----- End of picture text -----
Liquidity and Capital Resources
As at September 30, 2021, the Corporation had cash of $538,310. The Corporation had current liabilities of $4,150 and working capital of $534,160.
Negative cash flows of $124,786 were recorded from operating activities for the period from the date of incorporation (February 16, 2021) to September 30, 2021. This is primarily due to outflows relating to filing fees and professional fees.
Outstanding Share Data
As of the date of this MD&A, 2,000,000 common shares are issued and outstanding. Of these, 1,000,000 shares are held in escrow in accordance with Exchange regulations. In addition, there are 200,000 stock options outstanding, exercisable at $0.5 per share and expiring on June 3, 2026. An additional 100,000 agent warrants are outstanding, exercisable at $0.5 per share and expiring on June 3, 2026.
Off-Balance Sheet Arrangements
The Corporation has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.
Related Party Transactions
During the period from the date of incorporation (February 16, 2021) to September 30, 2021, the Corporation incurred legal fees of approximately $92,968 and share issuance costs of $6,404 for services provided by a law firm whose partner is a director of the Corporation. As at September 30, 2021, $4,150 is included in accrued liabilities for these services.
There were no other transactions with related parties and no remuneration was paid to key management personnel during the period from incorporation (February 16, 2021) to September 30, 2021.
Capital Management
Aumento Capital IX Corp. Management Discussion and Analysis Page 5
The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.
The Corporation includes equity, comprised of share capital, contributed surplus and deficit, in the definition of capital.
The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.
The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Corporation. These restrictions apply until completion of a Qualifying Transaction by the Corporation as defined under the Exchange policy 2.4.
Risks and Uncertainties
The following describes certain risks, events and uncertainties that could affect the Corporation and that each reader should carefully consider. Please refer to the Corporation’s final prospectus dated May 21, 2021 for additional risks, events and uncertainties that could affect the Corporation.
External financing may be required to fund the Corporation’s activities primarily through the issuance of common shares. There can be no assurance that the Corporation will be able to obtain adequate financing. The securities of the Corporation should be considered a highly speculative investment.
The Corporation has not generated significant revenues and does not expect to generate significant revenues in the near future. In the event that the Corporation generates significant revenues in the future, the Corporation intends to retain its earnings in order to finance further growth. Furthermore, the Corporation has not paid any dividends in the past and does not expect to pay any dividends in the foreseeable future.
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Risk Disclosures and Fair Values
The Corporation's financial instruments, consisting of cash held in trust and accrued liabilities approximate fair value due to the relatively short-term maturity of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Additional Information
For further detail, see the Corporation’s unaudited condensed interim financial statements for the three months ended September 30, 2021 and for the period from the Date of Incorporation (February 16, 2021) to September 30, 2021. Additional information about the Corporation can also be found on SEDAR.