AI assistant
Reflex Advanced Materials Corp. Management Reports 2025
48367_rns_2025-12-29_7a19979f-bed8-4fd3-bb6c-a55b83077d6c.pdf
Management Reports
Open in viewerOpens in your device viewer
ADVANCED MATERIALS
Management's Discussion and Analysis For the Nine Months Ended October 31, 2025
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
For the Nine Months Ended October 31, 2025, Prepared as of December 29, 2025
The following management's discussion and analysis ("MD&A") has been prepared by management. The following discussion of performance, financial condition and future prospects should be read in conjunction with the unaudited financial statements for the three and nine months ended October 31, 2025 and 2024 of Reflex Advanced Materials ("Reflex" or the "Company") and notes thereto. The information provided herein supplements but does not form part of the unaudited financial statements. This discussion covers the three and nine months ended October 31, 2025, and the subsequent period up to the date of issue of this MD&A. Unless otherwise noted, all dollar amounts are stated in Canadian dollars.
Additional information on the Company can be found on SEDAR at www.sedarplus.ca.
The Company's financial statements for the three and nine months ended October 31, 2025 and 2024 have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, 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; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
This MD&A is intended to help the reader understand the Company, its operations, financial performance, current and future business environment and opportunities and risks facing the Company. Certain statements in this report incorporate forward-looking information and readers are advised to review the cautionary.
Description of Business and Overview
The Company was incorporated under the BC Business Corporations Act on June 10, 2021. The principal business of the Company is the acquisition, exploration and evaluation of resource properties.
The Company has not commenced commercial operations. At present, the Company has no current operating income. Without additional financing, the Company may not be able to fund its ongoing operations and complete its development activities. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. These uncertainties may cast significant doubt on the Company's ability to continue as a going concern. The Company will need to raise sufficient working capital to maintain operations.
General Development of the Business
On October 15, 2025, the Company completed a consolidation of its Shares at a ratio of ten pre-consolidation shares to one post-consolidation common share.
Prior to the consolidation, the Company had 61,311,169 shares issued and outstanding and had 6,131,117 shares issued and outstanding upon completion.
No fractional shares were issued under the consolidation. Any fractional common share equal to or more than one-half resulting from the consolidation was rounded up to the nearest whole common share, and any fractional shares less than one-half resulting from the consolidation was rounded down to the nearest whole common share. Proportionate adjustments were made to the Company's outstanding stock options and share purchase warrants.
All of the Company's outstanding share purchase options, share purchase warrants, and restricted share units were also adjusted by the consolidation ratio and the respective exercise prices of those outstanding instruments were adjusted
Page 2 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
accordingly. All historical share and per share data presented in the Company's financial statements have been retrospectively adjusted to reflect the consolidation, unless otherwise noted.
In May, 2025, the Company received a notice of option termination from the optionor, thereby terminating the Ruby Option. The Company considered this an indicator of impairment and impaired the Ruby Graphite asset to $nil, recognizing an impairment expense of $1,754,047 in the consolidated statement of net loss and comprehensive loss for the year ended January 31, 2025, and $12,500 for the three and nine months ended October 31, 2025.
Exploration and Evaluation Assets and Expenses
Staking costs, property option payments and other costs associated with acquiring exploration and evaluation assets are capitalized and classified as exploration and evaluation assets. Other expenditures (i.e., geological and geographical surveys, analysis, mapping, etc.) are expensed as they are incurred.
The following table summarizes the Company's exploration and evaluation assets by property at October 31, 2025 and January 31, 2025:
| Ruby Graphite | |
|---|---|
| $ | |
| Balance, January 31, 2024 | 1,604,920 |
| Option agreement – cash | 136,127 |
| Option agreement - share issuance | 13,000 |
| Impairment | (1,754,047) |
| Balance, January 31, 2025 | - |
| Option agreement – share issuance | 12,500 |
| Impairment | (12,500) |
| Balance, October 31, 2025 | - |
The following table summarizes the Company's exploration and evaluation expenses by property and type of expense, for the three months ended October 31, 2025 and 2024:
| Ruby Graphite | |
|---|---|
| $ | |
| Geophysics and geology | 28,391 |
| Drilling | 23,183 |
| Project management and equipment | 60,000 |
| Permitting | 34,031 |
| Balance, October 31, 2024 | 145,605 |
| Project management and equipment | 56,191 |
| Permitting | 33,186 |
| Balance, October 31, 2025 | 97,557 |
a) Ruby Graphite Property, Montana, USA
On October 7, 2022, pursuant to a securities exchange agreement (the "Agreement"), among the Company, Broadstone Resources Inc. ("Broadstone") and a subsidiary of Broadstone ("Subco"), The Company acquired all the issued and outstanding shares of Subco in consideration for the issuance of 275,000 common shares of the Company (the "Consideration Shares") to Broadstone and cash consideration of $294,628 (the "Acquisition").
Page 3 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
On April 7, 2025, the Company entered into an amending agreement with the optionor to extend the due date of the certain cash payments payable by the Company under the Ruby Option in consideration for the issuance of an additional 25,000 common shares of the Company to the optionor (issued on April 12, 2025).
On May 14, 2025, the Company received a notice of option termination from the optionor, thereby terminating the Ruby Option. The Company considered this an indicator of impairment and impaired the Ruby Graphite asset to $nil, recognizing an impairment expense of $1,754,047 in the consolidated statement of net loss and comprehensive loss for the year ended January 31, 2025.
During the nine months ended October 31, 2025, the Company made no cash payments (2024 - US$100,000 or CA$136,127) and issued 25,000 common shares valued at $12,500 (2024 - 10,000 common shares valued at $13,000), in connection with the Ruby Option. Due to the notice of option termination discussed above, the Company recognized an impairment expense of $12,500 in the consolidated statement of net loss and comprehensive loss.
During the nine months ended October 31, 2025, the Company paid a $nil (2024 - $nil) deposit to the United States Office of Environmental Quality ("DEQ"), which is a requirement to obtain drilling permits. The amounts will be returnable to the Company upon completion of drilling activities and approval of closure of the drilling site.
Trends
There are significant uncertainties regarding the prices of precious and base metals and the availability of equity financing for the purposes of mineral exploration and development. For instance, the prices of gold, silver and other minerals have fluctuated widely in recent years and wide fluctuations may continue. Management is not aware of any trends, commitments, events or uncertainties that could reasonably be expected to have a material adverse effect on the Company's business, financial condition or results of operations.
Financial Results of Operations
a) Selected Financial Information
The following selected financial data is derived from the audited financial statements prepared in accordance with IFRS:
| Nine Months Ended October 31, 2025 | Year Ended January 31, 2025 | Year ended January 31, 2024 | |
|---|---|---|---|
| Total revenue | $Nil | $Nil | $Nil |
| Net loss | $555,601 | $3,332,767 | $6,334,962 |
| Loss per common share, basic and diluted | $(0.09) | $(0.05) | $(0.13) |
| Total assets | $674,020 | $672,182 | $2,868,969 |
| Long-term debt | $Nil | $Nil | $Nil |
| Dividends paid/payable | $Nil | $Nil | $Nil |
b) Quarterly Financial Information
The following selected financial data is derived from the financial statements prepared in accordance with IFRS:
| Quarter Ended October 31, 2025 | Quarter Ended July 31, 2025 | Quarter Ended April 30, 2025 | Quarter Ended January 31, 2025 | Quarter Ended October 31, 2024 | Quarter Ended July 31, 2024 | Quarter Ended April 30, 2024 | Quarter Ended January 31, 2024 | |
|---|---|---|---|---|---|---|---|---|
| Cash | $2,159 | $7,963 | $nil | $2,387 | $6,766 | $38,351 | $130,720 | $65,100 |
| Total assets | $674,020 | $682,117 | $671,998 | $672,182 | $2,979,325 | $3,011,407 | $3,103,613 | $2,868,969 |
| Shares outstanding | 6,131,117 | 6,131,117 | 6,131,117 | 6,106,117 | 6,106,117 | 6,106,117 | 6,106,117 | 6,096,117 |
Page 4 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
The decrease in cash for the three-month period ended October 31, 2025 was mainly due to operating expenses incurred during the quarter, specifically, ongoing CSE fees.
The increase in cash for the three-month period ended July 31, 2025 was mainly due to notes payable issued, offset by operating expenses incurred during the quarter.
The decrease in cash for the three-month period ended April 30, 2025 was mainly due to operating expenses incurred during the quarter.
The decrease in cash for the three-month period ended January 31, 2025 was mainly due to operating expenses incurred during the quarter.
The decrease in cash for the three-month period ended October 31, 2024 was mainly due to operating expenses incurred during the quarter.
The decrease in cash for the three-month period ended July 31, 2024 was mainly due to operating expenses incurred during the quarter.
The increase in cash for the three-month period ended June 30, 2024 was mainly due to operating expenses incurred during the quarter.
The increase in cash for the three-month period ended April 30, 2024 was mainly due to operating expenses incurred during the quarter.
The increase in cash for the three-month period ended October 31, 2024 was mainly due to operating expenses incurred during the quarter.
The increase in cash for the three-month period ended July 31, 2024
| For the Periods ended October 31, | Three Months Ended | Nine Months Ended | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $ | $ | $ | $ | |
| EXPENSES | ||||
| Advertising and marketing | - | - | 15,000 | 15,000 |
| Consulting fees | 45,000 | 75,000 | 210,000 | 292,500 |
| Director fees | 9,000 | 9,000 | 27,000 | 27,000 |
| Exploration and evaluation costs | - | - | 97,557 | 145,605 |
| Filing fees | 10,879 | 24,791 | 27,107 | 32,889 |
| Interest expense | 17,796 | 13,989 | 50,408 | 32,190 |
| Office and miscellaneous | 97 | 3,581 | 5,082 | 18,149 |
| Professional fees | 97,010 | - | 110,886 | 76,313 |
| Share-based compensation | - | 13,404 | 61 | 61,255 |
| Foreign exchange loss / (gain) | - | (9) | - | (45) |
| (179,782) | (139,756) | (543,101) | (700,856) | |
| OTHER ITEMS | ||||
| Impairment expense | - | - | (12,500) | - |
| NET AND COMPREHENSIVE (INCOME)/LOSS | (179,782) | (139,756) | (555,601) | (700,856) |
Page 5 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
Three Months Ended October 31, 2025 and 2024
The Company incurred a net loss of $179,782 for the three months ended October 31, 2025 compared to net loss of $139,756 for the comparable period in 2024. The loss in 2025 can be attributed mainly to costs incurred for consulting expenses, professional fees, filing fees, and non-cash interest accrued on outstanding notes. Net loss in 2024 is attributable mainly to the same activities.
Nine Months Ended October 31, 2025 and 2024
The Company incurred a net loss of $555,601 for the nine months ended October 31, 2025 compared to net loss of $700,856 for the comparable period in 2024. The loss in 2025 can be attributed mainly to costs incurred for consulting expenses, professional fees, filing fees, and non-cash interest accrued on outstanding notes. Net loss in 2024 is attributable mainly to the same activities.
Liquidity and Capital Resources
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements.
During the nine months ended October 31, 2025, the Company's cash and cash equivalents decreased to $2,159 from $2,387 at January 31, 2025.
Cash used in operating activities amounted to $50,228 (2024 - $292,207) resulting from a smaller loss of $462,196 during the nine months ended October 31, 2025 compared to $700,856 in 2024, as a result of reduced operations in the current period.
Cash used in investing activities amounted to $nil (2024 - $136,127). For the comparable period, expenditures were primarily related to the Ruby option agreement.
Cash received from financing activities totaled $50,000 (2024 - $370,000). The cash received was primarily attributable to the issuance of convertible promissory notes.
At October 31, 2025, the Company had a working capital(1) deficit of $1,193,825 (January 31, 2025 - $1,221,155) which included cash of $2,159 (January 31, 2025 - $2,387) available to meet short-term business requirements and liabilities of $1,945,490 (January 31, 2025 - $1,400,612). The Company's accounts payable and accrued liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company has no long-term debt.
(1) Non-GAAP Financial Measure:
The Company uses "working capital" to assess liquidity and general financial strength and is calculated as current assets less current liabilities. Working capital does not have any standardized meaning prescribed by IFRS and is referred to as a "Non-GAAP Financial Measure." It is unlikely for Non-GAAP Financial Measures to be comparable to similar measures presented by other companies. Working capital is calculated as current assets (October 31, 2025 - $181,295, January 31, 2025 - $179,457), less current liabilities (October 31, 2025 - $1,945,490, January 31, 2025 - $1,400,612).
At present, the Company has no current operating income. Without additional future financing, the Company may not be able to fund its ongoing operations and complete future development activities including Phase I of the exploration program. The Company intends to finance its future requirements through a combination of debt and/or equity issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms.
Outstanding Share Data
As at October 31, 2025 the Company had 6,131,117 issued and outstanding common shares, 95,000 options, 67,500 RSUs and 600,000 share purchase warrants outstanding.
Page 6 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
As at the date of this report, the Company had 6,131,117 issued and outstanding common shares, 95,000 options, 67,500 RSUs and 575,000 share purchase warrants outstanding.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements.
Proposed Transactions
There are no proposed transactions as of the date of this MD&A.
Subsequent Events
There are no subsequent events as of the date of this MD&A.
Related Party Transactions
Key management personnel include persons having the authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Board of Directors and corporate officers.
The aggregate value of transactions relating to key management personnel during the nine months ended October 31, 2025 and 2024 were as follows:
| Nine Months Ended | October 31, 2025 | October 31, 2024 |
|---|---|---|
| $ | $ | |
| Management fees (to company owned by CEO) | 75,000 | 100,000 |
| Management fees (to company owned by CFO) | 67,500 | 75,000 |
| Director fees | 27,000 | 27,000 |
| Share-based compensation (to directors and officers) | 61 | 59,004 |
| Total | 169,561 | 261,004 |
All related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
As at October 31, 2025, $408,358 (January 31, 2025 - $306,283) was owing to key management personnel for fees and expenses incurred on behalf of the Company with these amounts all included in accounts payable and accrued liabilities. The amounts payable are non-interest bearing, are unsecured, and have no specific terms of repayment.
Accounting Policies and Estimates
The Company's significant accounting policies are disclosed in Note 4 of the Company's audited financial statements for the year ended January 31, 2025.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may vary from these estimates.
In preparing this MD&A, management has made significant assumptions regarding the circumstances and timing of the transactions contemplated therein, which could result in a material adjustment to the carrying amount of certain assets and liabilities if changes to the assumptions are made.
Page 7 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
Financial Instruments
The Company's financial assets and financial liabilities are classified and measured as follows:
| Financial instrument | Category |
|---|---|
| Cash | Fair value through profit or loss |
| Investments | Fair value through profit or loss |
| Accounts payable and accrued liabilities | Amortized cost |
| Notes payable | Amortized cost |
The carrying values of financial assets and liabilities approximate their fair values due to the short-term maturity of these financial instruments.
Risk Factors
The Company's risk exposure and the impact on the Company's financial instruments are summarized below:
(a) 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. Credit risk for the Company is associated with its cash. The Company is not exposed to significant credit risk as its cash is placed with a major Canadian financial institution.
(b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company relies upon equity financings to satisfy its capital requirements and will continue to depend heavily upon equity capital to finance its activities. There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms. As at October 31, 2025, the Company had cash of $2,159 (January 31, 2025 - $2,387) available to apply against short term business requirements and current liabilities of $1,945,490 (January 31, 2025 - $1,400,612). All of the liabilities presented as accounts payable and accrued liabilities are due within 90 days of October 31, 2025.
(c) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk. The Company is not exposed to significant market risk.
(d) Currency risk
The operating results and financial position of the Company are reported in Canadian dollars. As the Company is exploring opportunities in an international environment, some of the Company's financial instruments and transactions are denominated in currencies other than the Canadian dollar. The results of the Company's operations are subject to minimal currency risk and is nominal to the financial statements.
The Company has not entered into any agreements or purchased any foreign currency hedging instruments to hedge possible currency risks at this time. Management believes the foreign exchange risk derived from currency conversions is not significant, and therefore, does not hedge its foreign exchange risk.
Additional Risks Related to the Company's Business
Much of the information included in this MD&A includes or is based upon estimates, projections or other forward-looking statements. Such forward-looking statements include any projections or estimates made by the Company and its management in connection with the Company's business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect the Company's current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. Except as required by law, the Company
Page 8 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. The Company cautions readers of this report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. In evaluating the Company, its business and any investment in its business, readers should carefully consider the following factors:
Risks Related to the Company's Business
The Company is a mining exploration stage company. The ability of the Company to acquire additional strategic mining assets is dependent upon (but not limited to) market conditions, the ability of the Company's management team to obtain necessary financing to successfully complete an attractive acquisition on acceptable terms and funding necessary to execute development programs.
In conducting its business, the Company is subject to a number of other risks and uncertainties that could have a material adverse effect on the Company's business prospects or financial condition that could result in a delay or indefinite postponement in the development of the Company's future mineral interests.
Risks associated with exploration stage companies
Exploring for mineral resources involves a variety of operational, financial, and regulatory risks that are typical in the natural resource industry. The Company has not commenced commercial operations and has no proven history of performance, earnings, or success. There is no guarantee that the Company will ever be able to achieve profitable results or successfully execute its business plan. The Company's Common Shares must be considered speculative primarily due to the nature of the Company's business. The Company has no revenue or income from operations. The Company has limited capital resources and will rely upon the sale of equity and/or debt securities for cash required for exploration and development purposes, for acquisitions, and to fund the administration of the Company. Since the Company does not expect to generate any revenues from operations in the near future, it must continue to rely upon the sales of it equity or debt securities or joint venture agreements to raise capital. There can be no assurance that financing, whether equity or debt, will be available to the Company in the amount required by the Company at any particular time or for any period, and that such financing can be obtained on terms satisfactory to the Company.
Licenses and permits
The Company will require licenses and permits from various governmental authorities regarding any mineral interests acquired. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development, and mining operations for its mineral interests. Failure to obtain and maintain such licenses and permits may adversely affect the Company's business as the Company would be unable to legally conduct its intended exploration and development work which may result in its losing its interest in the subject property.
Operating hazards and risks
Fires, power outages, labour disputes, flooding explosions, cave-ins, landslides, and the inability to obtain suitable or adequate machinery, equipment, or labour are some of the risks involved in exploration programs. Unknowns with respect to geological structures and other conditions are involved. Existing and future environmental laws may cause additional expense and delays in the activities of the Company, and may render the Company's properties uneconomic. The Company has no liability insurance and the Company may become subject to liability for pollution, cave-ins, or hazards against which it cannot insure, or against which it may elect not to insure. The payment of such liabilities may have a material, adverse effect of the Company's financial position.
Competition
The mining industry is intensely competitive and the Company must compete in all aspects of its operations with a substantial number of other corporations which have greater technical and financial resources. The Company may be unable to acquire attractive mining properties on terms it considers acceptable.
Page 9 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
Profitability of operations
The Company does not have profitable operations at this time and it should be anticipated that it will operate at a loss until such time as production is achieved from any acquired mining assets, if production is in fact ever achieved. Investors also cannot expect to receive any dividends on their investment in the foreseeable future.
Foreign currency risk
The Company's has acquired exploration and evaluation assets in Montana, United States of America. As a result, future changes in exchange rates could materially affect the viability of exploration and development activities.
Market risks
Even if the Company's exploration programs are successful, factors beyond the control of the Company may affect the marketability of any mineral products discovered. Mineral prices have fluctuated widely in recent years. The marketability and price of minerals which may be produced or acquired by the Company will be affected by numerous factors beyond the control of the Company. These factors include delivery uncertainties related to the proximity of its reserves to processing facilities, and extensive government regulation relating to price, taxes, royalties, allowable production land tenure, the import and export of minerals, and many other aspects of the mining business. Declines in mineral prices may have a negative effect of the Company.
Future financings
As the Company continues to acquire mining assets and starts to develop them, the Company may require additional funds to execute exploration and development programs and additional funds if the Company wishes to pursue commercial production. The Company's available sources of funds are: sale of equity capital. There is no assurance such sources will continue to be available on favorable terms or at all. If available, future equity financings may result in dilution to current shareholders.
Going concern
The Company's condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to obtain the necessary financing to meet its on-going commitments, further its mineral exploration program, and to commence profitable operations in the future.
The Company's directors and officers are engaged in other business activities and accordingly may not devote sufficient time to the Company's business affairs, which may affect its ability to conduct operations and generate revenues.
The Company's directors and officers are involved in other business activities. As a result of their other business endeavors, the directors and officers may not be able to devote sufficient time to the Company's business affairs, which may negatively affect its ability to conduct its ongoing operations and its ability to generate revenues. In addition, the management of the Company may be periodically interrupted or delayed as a result of its directors' and officers' other business interests.
The Company has no operating history
The Company has no operating history and may not succeed. The Company is subject to all risks inherent in a developing business enterprise. The Company's likelihood of continued success must be considered in light of the problems, expenses, difficulties, undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, lack of revenues, complications, and delays frequently encountered in connection with the competitive and regulatory environment in which it operates. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of the early stage of operations.
History of losses
The Company has incurred losses from incorporation to October 31, 2025. The Company may not be able to achieve or maintain profitability and may continue to incur significant losses in the future.
Page 10 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
Dependence on suppliers and skilled labour
The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. No assurances can be given that the Company will be successful in maintaining its required supply of skilled labour, equipment, parts and components. This could have an adverse effect on the financial results of the Company.
Management of growth
The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
Liquidity
The Company cannot predict at what prices the Company's securities will trade and there can be no assurance that an active trading market will develop or be sustained. There is a significant liquidity risk associated with an investment in the Company.
Litigation
The Company may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved be determined against the Company such a decision could adversely affect the Company's ability to continue operating and the market price for the Company's shares and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant resources.
Privacy
here can be no assurance that the Company's existing policies, procedures and systems will be sufficient to address the privacy concerns of existing and future clients whether or not such a breach of privacy were to have occurred as a result of the Company's employees or arm's length third parties. If a client's privacy is violated, or if the Company's found to have violated any law or regulation, it could be liable for damages or for criminal fines and/or penalties.
Board Approval
The board of directors of the Company have approved this MD&A.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this MD&A are forward-looking statements, which reflect our management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities including statements related to the development of future property interests, availability of financing and projected costs and expenses. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of the date of this MD&A. These assumptions, which include management's current expectations, estimates and assumptions about the global economic environment and our ability to manage our operating costs, may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions,
Page 11 of 12
Reflex Advanced Materials Corp.
Management's Discussion and Analysis
For the Three and Nine Months Ended October 31, 2025
In Canadian Dollars, unless noted
(2) the uncertainty of government regulation and politics (3) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (4) other factors beyond our control.
There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. We disclaim 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 law. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled "Risk Factors" above.
Page 12 of 12