Samurai Capital Corp. — Management Reports 2026

Apr 25, 2026

Samurai Capital Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FOURTH QUARTER ENDED JANUARY 31, 2026

Background and Caution Regarding Forward-Looking Information

This management’s discussion and analysis (“MD&A”) of the operations, results, and financial position of Samurai Capital Corp. (the “Company”) for the fourth quarter ended January 31, 2026, should be read in conjunction with the Company’s audited financial statements for the same year with related notes to those financial statements.

The effective date of this MD&A is April 24, 2026.

These 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 this MD&A are quoted in Canadian dollars. Additional information relevant to the Company’s activities can be found on SEDAR+ at www.sedarplus.ca.

This MD&A relates primarily to the Company’s financial year ended January 31, 2026, during which the Company operated as a TSX Venture Exchange (the “Exchange”) capital pool company (“CPC”) under Exchange Policy 2.4. The Company completed its qualifying transaction (the “QT”) subsequent to year end on February 18, 2026. As a result, certain statements in the Company’s prior disclosure regarding the QT that were forward-looking when made are now historical as of the date of this MD&A.

Company Overview

Samurai Capital Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) (“BCBCA”) on December 17, 2020. On May 27, 2021, the Company completed its initial public offering (“IPO”) and the shares of the Company began trading on the Exchange under the symbol “SSS”. The principal business of the Company was the identification and evaluation of a QT.

On February 18, 2026, the Company completed its QT, structured as a triangular amalgamation under the BCBCA with A.C.L. Construction Ltd. (“ACL”) and the Company’s wholly owned subsidiary, 1578189 B.C. Ltd. (“Subco”), pursuant to a business combination agreement dated November 7, 2024, as amended on February 25, 2025, June 19, 2025 and September 30, 2025 (the “Business Combination Agreement”). Under the terms of the Business Combination Agreement, ACL amalgamated with Subco to form a new corporation that became a wholly owned subsidiary of the Company.

Immediately prior to the completion of the QT, the Company completed a share consolidation in which one (1) post-consolidation share was issued for each two (2) pre-consolidation shares held, and all convertible securities that offered rights to acquire common shares of the Company were adjusted accordingly.

On closing of the QT, all issued and outstanding common shares of ACL were exchanged for fully paid and non-assessable common shares of the Company on a share-for-share basis. Outstanding ACL options, restricted share units (RSUs), and warrants were adjusted to provide rights to acquire the Company’s common shares in accordance with their existing terms.

As control of the combined entity resides with the former shareholders of ACL, the QT is accounted for as a reverse acquisition, with ACL identified as the accounting acquirer and the Company as the accounting acquiree. The QT will be accounted for in accordance with IFRS 2 – Share-based Payment, with any excess of the fair value of the deemed consideration over the fair value of the Company’s identifiable net assets recognized as a listing expense in profit or loss during the period of closing.

On February 23, 2026, following completion of the QT and the Company’s name change to A.C.L. Construction Ltd., the common shares of the Company commenced trading on the Exchange under the symbol “ACL”.

Samurai Capital Corp.
MD&A for the Fourth Quarter Ended January 31, 2026
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The head office, principal address and registered office of the Company are located at Suite 3606-833 Seymour Street, Vancouver, BC V6B 0G4.

Overall Performance

The Company was incorporated on December 17, 2020, and throughout the financial year ended January 31, 2026, the Company was classified as a CPC. During that period, the Company did not carry on commercial operations and did not generate revenue, and its activities were limited primarily to identifying and evaluating a qualifying transaction and incurring corporate and transaction-related costs.

On February 18, 2026, subsequent to the year end, the Company completed its QT with ACL. Following completion of the QT, the Company changed its name to A.C.L. Construction Ltd. and became an operating issuer. Accordingly, this MD&A discusses the Company's results and financial position for the year ended January 31, 2026 as a CPC, and the QT is discussed under "Subsequent Events" and in the Company's financial statement notes.

Qualifying Transaction

As at January 31, 2026, the Company had entered into a definitive agreement for a proposed qualifying transaction with A.C.L. Construction Ltd. (the "Qualifying Transaction"). The Qualifying Transaction was completed subsequent to year end on February 18, 2026, as described in Note 10 (Subsequent Events) to the Company's audited financial statements for the year ended January 31, 2026.

On November 7, 2024, and as amended on February 25, 2025, June 19, 2025 and September 30, 2025, the Company entered into the Business Combination Agreement with ACL, a British Columbia company that specializes in project management, civil earthworks and transportation. The Agreement contemplated that the transaction (the "Proposed Transaction") would constitute the Company's qualifying transaction under TSXV Policy 2.4 and would be completed by way of a three-cornered amalgamation involving the Company's wholly-owned subsidiary, with the Company continuing as the resulting issuer (the "Resulting Issuer").

The Agreement provided that, immediately prior to completion of the Proposed Transaction, the Company would complete a consolidation of its common shares on the basis of two (2) pre-consolidation common shares for one (1) post-consolidation common share. The Agreement further provided that each common share in the capital of A.C.L. Construction Ltd. outstanding immediately prior to completion of the Proposed Transaction (other than shares held by shareholders who validly exercise dissent rights, if any) would be exchanged for one (1) fully paid and non-assessable common share in the capital of the Resulting Issuer.

As at January 31, 2026, completion of the QT remained subject to the satisfaction of conditions customary for a transaction of this nature, including, among others:

(i) the completion of a financing for gross proceeds of a minimum $3,000,000 and maximum $7,000,000 of subscription receipts in ACL;
(ii) the approval by the shareholders of ACL to complete the QT;
(iii) receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including acceptance by the Exchange; and
(iv) the completion of satisfactory due diligence by each of the parties.

As noted above, the QT was completed subsequent to year end on February 18, 2026, and the completion of the QT is described in Note 10 (Subsequent Events) to the Company's audited financial statements for the year ended January 31, 2026.

Samurai Capital Corp.
MD&A for the Fourth Quarter Ended January 31, 2026
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SELECTED QUARTERLY RESULTS

The following table contains selected financial information for prior quarters:

Quarters Ended:	January 31, 2026	October 31, 2025	July 31, 2025	April 30, 2025
	$	$	$	$
Expenses	(13,100)	(12,508)	(17,619)	(34,266)
Less interest income	-	-	-	-
Loss and comprehensive loss	(13,100)	(12,508)	(17,619)	(34,266)
Basic & diluted earnings loss per share	(0.00)	(0.00)	(0.00)	(0.00)
Quarters Ended:	January 31, 2025	October 31, 2024	July 31, 2024	April 30, 2024
---	---	---	---	---
	$	$	$	$
Expenses	(53,366)	(25,674)	(10,066)	(9,010)
Less interest income	-	-	-	-
Loss and comprehensive loss	(53,366)	(25,674)	(10,066)	(9,010)
Basic & diluted loss per share	(0.01)	(0.01)	(0.01)	(0.00)

During the three and twelve months ended January 31, 2026, the Company recorded net losses of $13,100 and $77,493, respectively, compared to net losses of $53,366 and $98,116 for the comparable periods. These variances were primarily attributable to the timing and amount of professional fees and other corporate costs incurred by the Company in its capacity as a CPC in connection with the QT with ACL (pursuant to the Business Combination Agreement), which was previously announced during the fiscal year.

Additional Disclosure for Venture Issuers without Significant Revenue

Additional financial information relating to the year ended January 31, 2026 is contained in the Company's audited financial statements and the related notes thereto, which are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

During the year ended January 31, 2026, the Company operated as a CPC and did not have significant revenue from operations. Accordingly, and consistent with the disclosure requirements applicable to venture issuers without significant revenue, the Company provides the following supplementary disclosure regarding the nature of its expenditures for the period:

(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 Company's general and administrative expenses are presented in the statement of loss and comprehensive loss in the audited financial statements for the year ended January 31, 2026.
(e) Any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d) – None.

Samurai Capital Corp.

MD&A for the Fourth Quarter Ended January 31, 2026
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Profits

The Company did not generate revenue during the year ended January 31, 2026 as it operated as a CPC. The Company’s results for the year reflect corporate costs and costs incurred in connection with the evaluation and pursuit of the QT with ACL under the Business Combination Agreement.

The QT was completed subsequent to year end on February 18, 2026. Following completion of the QT, the Company’s business and ongoing results are those of ACL carried on through the Resulting Issuer, and are addressed in the Resulting Issuer’s post-QT continuous disclosure filings, including its interim financial statements and related MD&A for the period ended February 28, 2026.

Liquidity

As at January 31, 2026, the Company had cash of $20,341.

As at January 31, 2026, the Company had a working capital deficit of $76,615 (current assets less current liabilities). In light of the Company’s status as a CPC during the year ended January 31, 2026, this working capital position was not expected to be sufficient to fund ongoing corporate costs and the Company’s activities in connection with the QT. The Company may have been required to obtain additional financing to continue to meet its obligations as they became due.

Capital Resources

On May 27, 2021, the Company completed its initial public offering, pursuant to which 2,000,000 common shares were issued at a price of $0.10 per share for gross proceeds of $200,000. In connection with the offering, the Company paid a cash finder’s fee of $20,000, issued 200,000 compensation options exercisable at $0.10 per share until May 27, 2023, and incurred share issuance costs of $83,147.

In accordance with Policy 2.4 of the Exchange, and while the Company remained a CPC, the proceeds raised from the sale of securities were restricted to use in connection with identifying and evaluating assets or businesses and obtaining shareholder approval for a QT, as applicable, subject to the customary CPC exceptions, including that not more than $3,000 per month of gross proceeds may be used to cover prescribed costs of issuing common shares or administrative and general expenses, and that up to the lesser of 30% of gross proceeds realized or $210,000 may be used for purposes other than the identification and evaluation of businesses or assets. These expenditure restrictions applied until completion of the QT. The Company was not subject to any externally or internally imposed capital requirements at period-end apart from the capital requirements of the Exchange.

There was no assurance that the Company would be able to identify a suitable business, asset or property as its QT or, having identified a QT, that it would be able to complete the transaction. In connection with the pursuit of a QT, the Company may have been required to seek additional financing, and capital markets may not always be receptive to offerings of new equity from treasury or debt financings on terms acceptable to the Company, or at all.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Samurai Capital Corp.
MD&A for the Fourth Quarter Ended January 31, 2026
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Transactions between Related Parties

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly, including entities controlled by such persons. Key management personnel include the Company’s executive management team and the Board of Directors.

During the year ended January 31, 2026, the Company incurred $8,400 (2025 – $14,700) in professional accounting services with a company controlled by the Chief Financial Officer. As at January 31, 2026, $50,400 (2025 – $43,971) was owing to a company controlled by the Chief Financial Officer.

On May 8, 2024, the Company received a $35,000 loan from the Chief Executive Officer of the Company and his spouse. The loan is unsecured, non-interest bearing and has no fixed terms of repayment. As at January 31, 2026, $36,050 (2025 – $36,050) was owing to the Chief Executive Officer, comprised of the $35,000 (2025 – $35,000) principal amount and $1,050 (2025 – $1,050) of accounts payable for unpaid regulatory fees.

Proposed Transaction

On November 7, 2024, and as amended on February 25, 2025, June 19, 2025 and September 30, 2025, the Company entered into the Business Combination Agreement with ACL in connection with the QT. See “Qualifying Transaction”.

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. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. 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 the Company’s financial statements.

The Company’s significant accounting judgments applied in its financial statements are as follows:

Judgments

Going Concern

Management assesses the Company’s ability to continue as a going concern at each reporting date, using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates of future cash flows and other future events, whose subsequent changes could materially impact the validity of such an assessment.

Samurai Capital Corp.
MD&A for the Fourth Quarter Ended January 31, 2026
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Financial Instruments

Measurement and classification

Cash is classified as fair value through profit or loss ("FVTPL") measured initially and subsequently at fair value.

Accounts payable and accrued liabilities and loan payable are classified as amortized cost, initially measured at fair value net of transaction costs, subsequently measured at amortized cost using the effective interest method.

The Company’s cash is considered to be Level 1 within the fair value hierarchy (as discussed below).

• Level 1 – fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and
• Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.

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

(a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. As the Company’s cash is held in one bank, there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. As at January 31, 2026, the Company’s exposure to credit risk is minimal.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s ability to continue to meet its liabilities when due, beyond the current cash balance, is dependent on future support of shareholders through equity offerings. There is no assurance of continued access to significant equity funding. The Company’s accounts payable and accrued liabilities as at January 31, 2026 are due within 30 days of the reporting date and the loan payable has no fixed terms of repayment.

(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.

Samurai Capital Corp.
MD&A for the Fourth Quarter Ended January 31, 2026
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Disclosure of Outstanding Share Data

The Company is authorized to issue an unlimited number of Class A common shares (“common shares”) without par value and an unlimited number of Class B preferred shares without par value.

As at January 31, 2026, the Company had 7,400,000 common shares and 440,000 stock options outstanding.

Risks and Uncertainties

The Company’s financial performance and the market price of its securities were subject to a number of risks and uncertainties during the year ended January 31, 2026 while the Company operated as a CPC. The following risks were particularly relevant in that period:

1. During the year ended January 31, 2026, the Company did not carry on commercial operations and had limited assets (principally cash). As a CPC, the Company had no history of earnings from operations and incurred ongoing corporate and transaction-related costs. As a result, the Company’s ability to continue operations was dependent on maintaining adequate liquidity and, ultimately, completing the QT.

2. While the Company remained a CPC, its permitted activities were limited primarily to identifying, evaluating and negotiating potential qualifying transactions, together with related corporate and regulatory compliance activities. This limitation constrained the Company’s ability to generate operating revenue prior to completion of the QT.

3. The Company had limited funds available to identify and evaluate potential qualifying transactions and to advance a transaction through completion. There could be no assurance that the Company would identify a suitable qualifying transaction on acceptable terms or at all, or that, having identified a transaction, it would be able to satisfy applicable conditions and complete the transaction within the timelines required by the Exchange or otherwise.

4. Even if a qualifying transaction were completed, there could be no assurance that an active and liquid market for the Company’s common shares would develop or be sustained, and investors could experience difficulty reselling common shares or could be required to sell at a discount to market prices.

Note: The QT was completed subsequent to year end on February 18, 2026. Following completion of the QT, the Company’s risk profile changed materially and became primarily related to the operating business carried on following the QT.

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 applicable securities legislation, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure.

Internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. As a venture issuer, the Company is subject to certain exemptions from disclosure requirements relating to internal control over financial reporting, and there are inherent limitations on the ability of disclosure controls and procedures and internal control over financial reporting to prevent or detect misstatements.

Samurai Capital Corp.
MD&A for the Fourth Quarter Ended January 31, 2026
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Forward-Looking Statements

This MD&A contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking information"). Forward-looking information includes statements regarding management's expectations, intentions, plans, strategies, objectives or future performance, and includes information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future.

Forward-looking information is generally identifiable by words such as "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project", or the negative of these words, or similar expressions. Forward-looking statements are based on certain assumptions and analyses made by management in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from forward-looking statements are discussed under "Risks and Uncertainties" in this MD&A.

Because this MD&A relates to the year ended January 31, 2026, during which the Company operated as a CPC, certain forward-looking statements made in prior disclosure regarding the Company's pursuit of the QT and related matters were forward-looking as of the time made. The QT was completed subsequent to year end on February 18, 2026, as described in Note 10 (Subsequent Events) to the Company's audited financial statements for the year ended January 31, 2026.

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. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not undertake to revise or update forward-looking statements to reflect events or circumstances after the date of this MD&A.

Samurai Capital Corp.
MD&A for the Fourth Quarter Ended January 31, 2026
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