Ronin Ventures Corp. — Management Reports 2024

Oct 23, 2024

RONIN VENTURES CORP. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE SECOND QUARTER ENDED AUGUST 31, 2024

Background

This management’s discussion and analysis (“MD&A”) of the operations, results, and financial position of Ronin Ventures Corp. (“the Company”) for the six months ended August 31, 2024, should be read in conjunction with the Company’s condensed interim financial statements of the same period, and the audited financial statements for the year ended February 29, 2024 along with the notes to these financial statements.

The effective date of this report is October 23, 2024.

The Company’s referenced financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Except as otherwise disclosed, all dollar figures included therein and in the following MD&A are quoted in Canadian dollars. Additional information relevant to the Company’s activities can be found on SEDAR+ at www.sedarplus.ca.

Company Overview

Ronin Ventures Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on January 18, 2022. The Company is classified as a Capital Pool Company as defined in the TSX Venture Exchange (the “Exchange”) Policy 2.4. On August 11, 2022, the Company completed its initial public offering (“IPO”) and the common shares of the Company were listed on the Exchange on August 11, 2022 under the trading symbol “RVC.P”. The common shares of the Company commenced trading on the Exchange on August 15, 2022.

The head office, principal address and registered office of the Company are located at Suite 228 – 1122 Mainland Street, Vancouver, B.C. V6B 5L1, Canada.

The Company’s continuing operations are dependent upon its ability to identify, evaluate and negotiate an acquisition of an interest in assets or businesses which qualifies as a QT. Such an acquisition or investment will be subject to regulatory approval and may or may not require additional financing. There is no assurance that the Company will be able to complete a QT or that it will be able to secure the necessary financing to complete a QT. If the Company does not meet these requirements, the TSXV may suspend from trading or delist the shares of the Company.

Initial Public Offering and Qualifying Transaction

Initial Public Offering

On August 11, 2022, the Company completed its IPO in which it distributed 2,000,000 common shares of the Company at a price of $0.10 per common share for aggregate gross proceeds of $200,000 pursuant to a final prospectus dated May 13, 2022. Pursuant to the IPO, the Company paid a cash commission of 10% of the gross proceeds raised and an aggregate of 200,000 non-transferable common share purchase warrants entitling the Agent and members of its selling group to purchase 200,000 common shares at $0.10 per common share at any time until August 11, 2024 (expired unexercised). The Agent also received a cash corporate finance fee.

Ronin Ventures Corp. MD&A for the Second Quarter Ended August 31, 2024 Page 1

Overall Performance

The Company was incorporated on January 18, 2022. The Company does not have any operations to the date of this document and, until it completes a QT, will not conduct any business other than the identification and evaluation of businesses and assets for potential acquisition.

As at August 31, 2024, the Company accumulated deficit of $190,675. The Company's potential completion of a QT and recurring operating losses and working capital needs may require that it obtain additional capital to continue its operation. Such outside capital may include the sale of additional common shares. During the period ended August 31, 2024, the Company’s cash balance decreased from $154,499 to $136,897. The decrease is a result of professional fees, regulatory and filing fees, administrative, and bank charges.

There can be no assurance that capital will be available as necessary to meet the Company’s needs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders.

Selected Annual Financial Information

			From January
			28, 2022 (date of
	For the year	For the year	incorporation) to
	ended February	ended February	February 28,
	29, 2024	28, 2023	2022
	$	$	$
Total assets	159,336	194,987	124,926
Loss and comprehensive loss	(41,053)	(119,370)	(11,479)
Basic & diluted loss per share	(0.02)	(0.11)	(0.00)
Weighted average number of common
shares outstanding	2,000,000	1,101,370	2,073,171

Ronin Ventures Corp. MD&A for the Second Quarter Ended August 31, 2024 Page 2

SELECTED QUARTERLY RESULTS

The following table contains selected financial information for the last eight quarters:

Quarters Ended:	August 31, 2024	May 31, 2024	February 29, 2024	November 30, 2023
	$	$	$	$
Total expenses(1)		9,752	20,162	6,027
Less interest income	-	-	-	-
Net loss and comprehensive loss	(9,021)	(9,752)	(20,162)	(6,027)
Basic & diluted lossper share	(0.00)	(0.00)	(0.00)	(0.00)

Quarters Ended:	August 31, 2023	May 31, 2023	February 28, 2023	November 30, 2022
	$	$	$	$
Total expenses(1)	9,768	5,096	18,661	16,933
Less interest income	-	-	-	-
Net loss and comprehensive loss	(9,768)	(5,096)	(18,661)	(16,933)
Basic & diluted lossper share	(0.00)	(0.00)	(0.01)	(0.01)

(1) Total expenses include professional fees, regulatory and filing fees, administrative, and bank charges.

During the three and six months ended August 31, 2024, the Company had net losses of $9,021 and $18,773 compared to net losses of $14,865 in the comparative period. The Company incurred increased costs in the current reporting period due to higher regulatory charges being recognized for the period.

Additional Disclosure for Venture Issuers without Significant Revenue

Additional financial information is available in the Company’s audited annual financial statements for the period ended August 31, 2024. These statements are available on SEDAR+ at www.sedarplus.ca.

The following addresses the specific disclosure requirements for venture issues without significant revenues:

• (a) Capitalized or expensed exploration and development costs – Not applicable

• (b) Expensed research and development costs – Not applicable

• (c) Deferred development costs – Not applicable

• (d) General administrative expenses – the financial information is presented in the Statement of Loss and Comprehensive Loss in the financial statements.

• (e) Any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d) – None.

Profits

At this time, the issuer is not anticipating profit or revenue from operations. The issuer will report an annual deficit and quarterly deficit and will rely on its ability to obtain equity financing to fund its search for a QT. For information concerning the business of the issuer, please see “Company Overview”.

Liquidity

On August 11, 2022, the Company completed its IPO in which it distributed 2,000,000 common shares of the Company at a price of $0.10 per common share for aggregate gross proceeds of $200,000 pursuant to a final prospectus dated May 13, 2022. Pursuant to the IPO, the Company paid a cash commission of 10% of the gross proceeds raised and an aggregate of 200,000 non-transferable common share purchase

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warrants entitling the Agent and members of its selling group to purchase 200,000 common shares at $0.10 per common share at any time until August 11, 2024 (expired unexercised). The Agent also received a cash corporate finance fee.

All common shares acquired in the secondary market prior to the completion of a QT by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be subject to escrow.

As at August 31, 2024, the Company had cash of $119,903, and accounts payable and accrued liabilities of $2,029 resulting in working capital of $117,874 which is defined as current assets less current liabilities.

Capital Resources

On August 11, 2022, the Company completed its IPO in which it distributed 2,000,000 common shares of the Company at a price of $0.10 per common share for aggregate gross proceeds of $200,000 pursuant to a final prospectus dated May 13, 2022. Pursuant to the IPO, the Company paid a cash commission of 10% of the gross proceeds raised and an aggregate of 200,000 non-transferable common share purchase warrants entitling the Agent and members of its selling group to purchase 200,000 common shares at $0.10 per common share at any time until August 11, 2024 (expired unexercised).. The Agent also received a cash corporate finance fee.

All common shares acquired in the secondary market prior to the completion of a QT by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be subject to escrow.

The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the identification and evaluation of a QT and continue as a going concern. The Company considers capital to be all accounts in equity. 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. Additional funds may be required to finance the Company’s QT. The Company is not subject to any externally imposed capital requirements other than the expenditure restrictions applicable under Policy 2.4, which will apply following the completion of the IPO. These expenditure restrictions limit the Company’s on-going expenditures to reasonable expenditures relating to the IPO, reasonable expenses relating to a proposed QT, assurance and audit fees, escrow agent and transfer agent fees, regulatory filing fees and a maximum of $3,000 per month for other general and administrative costs.

There is no assurance that the Company will be able to identify a suitable business, asset or property as its QT. Furthermore, even if a QT is identified, there can be no assurance that the Company will be able to complete the transaction.

If the Company identifies a QT, it may be necessary for the Company to seek additional financing. Capital markets may not always be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings, under terms that would be acceptable for the Company.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Transactions between Related Parties

During the three months ended August 31, 2024, there were no related party transactions, or balances owing.

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Proposed Transaction

None.

Critical Accounting Estimates and Judgments

The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes the estimates and assumptions used in these financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.

The Company’s significant accounting judgments and estimates have been applied in these financial statements:

Judgements:

• (i) The evaluation of the Company’s ability to continue as a going concern

Financial Instruments

As at August 31, 2024, the Company’s financial instruments consist of cash and accounts payable and accrued liabilities. The Company believes that the carrying values of cash, and accounts payable and accrued liabilities approximate their fair values because of their nature and relatively short maturity dates or durations.

The risk exposure arising from these financial instruments is summarized as follows:

(a) Credit risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company limits its exposure to credit loss for cash by placing its cash with a major financial institution. The Company believes it has no significant credit risk.

(b) Liquidity risk

As at August 31, 2024, the Company had accounts payable and accrued liabilities of $2,029 due within 12 months and had cash of $119,903 to meet its current obligations. As a result, the Company has minimal liquidity risk.

(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of its holdings or financial instruments. The Company’s activities have only been transacted in Canadian dollars since incorporation; in addition, the Company carries no interest-bearing debt. As such, the Company has minimal market risks facing it at present.

Disclosure of Outstanding Share Data

The Company is authorized to issue an unlimited number of Class A common shares and an unlimited number of Class B preferred shares without par value. No Class B preferred shares have been issued to date.

As at the date of this MD&A, the Company had 4,500,000 common shares outstanding; 450,000 stock options; and NIL warrants. Included in the outstanding common shares and stock options are 2,500,000 common shares and 450,000 stock options held in escrow.

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New accounting standards and interpretations

The Company adopted Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies effective March 1, 2023. The adoption of the amendments reduced the Company’s disclosure of its accounting policies.

The Company is expected to adopt IFRS 18 Presentation and Disclosure in Financial Statements for reporting periods beginning on or after January 1, 2027. The Company will be evaluating the impact of this standard on its financial statements.

Risks and Uncertainties

The Company’s financial performance is likely to be subject to the following risks:

1. The Company has not commenced commercial operations, has no assets other than cash. The Company has no history of earnings, and will not generate earnings to pay dividends until at least after the completion of the QT.

2. Until completion of the QT, the Company is not permitted to carry on any business other than the identification and evaluation of potential QTs.

3. The Company only has limited funds with which to identify and evaluate potential QT and there can be no assurance that the Company will be able to identify or complete a suitable QT.

4. If a QT is completed, there can be no assurance that an active and liquid market for the Company’s common shares will develop and investors may find it difficult to resell the common shares.

Disclosure Controls and Procedures

Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Forward-Looking Statements

This MD&A contains forward-looking statements. All statements, other than statements of historical fact, constitute “forward-looking statements” and include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including completing a Qualifying Transaction, the Company’s strategy, plans or future financial or operating performance and other statements that express management’s expectations or estimates of future performance.

Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. All such forward-looking information and statements are based on certain assumptions and analyses made by the Company’s management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include but are discussed in Risks and Uncertainties.

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There can be no assurance that any forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.

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