Shine Box Capital Corp. — Management Reports 2021

Sep 7, 2021

Shine Box Capital Corp. Management’s Discussion and Analysis

For The Year Ended June 30, 2021

Shine Box Capital Corp.

SHINE BOX CAPITAL CORP. MANAGEMENT’S DISCUSSION AND ANALYSIS

For the years ended June 30, 2021 and 2020

Management’s Discussion and Analysis (“MD&A”) is dated September 7, 2021 and should be read in conjunction with the audited financial statements for the years ended June 30, 2021 and 2020 for a full understanding of the financial position and results of operations of Shine Box Capital Corp. (“Shine Box” or the “Corporation” or the “Company”).

Certain statements included in this MD&A may constitute forward-looking statements involving known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this MD&A, such statements use words such as “may”, “will”, “expect”, “believe” and “plan”. These statements reflect management’s current expectations regarding future events and operating performance and are valid only as of the date hereof. These forwardlooking statements involve a number of risks and uncertainties, including the impact of general economic conditions, industry conditions, and changes in laws and regulations, increased competition, fluctuations in commodity prices and foreign exchange, and interest rates and stock market volatility. The Company does not reconcile past forward-looking information but presents its most current view based on the known facts on hand at the time of dissemination. Specifically, the outlook section may contain forward-looking information which will be identified as such.

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Shine Box Capital Corp.

Description of the Business

Shine Box Capital Corp. (the "Company") was incorporated under the laws of the Province of Alberta on March 6, 2018. The Company is classified as a Capital Pool Corporation as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange") and trades under the symbol RENT-X. The principal business of the Company will be to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a Qualifying Transaction under the Exchange rules. The address of the registered office is 1900, 520 3rd Avenue SW Calgary, Alberta.

The Company’s continuing operations as intended are dependent upon its ability to raise, identify, evaluate and negotiate the acquisition of an interest in properties, assets or businesses which qualifies as a Qualifying Transaction. Such an acquisition will be subject to regulatory approval and maybe be subject to shareholder approval. Should the Company be unable to complete such a transaction, its ability to raise sufficient financing to maintain its operation may be impaired and accordingly, the Company may be unable to realize on the carrying value of its net assets.

There is no assurance that the Company will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Company's shares from trading.

Pursuant to an amended and restated prospectus dated November 19, 2019, the Company completed a public offering of 3,000,000 common shares for gross proceeds of $300,000 on November 29, 2019. The net proceeds received by the Company were $255,450 after payment of fees related to the offering of $44,550. In addition, the Agent was granted the option to purchase up to 300,000 common shares at a price of $0.10 per common chare. This option expires 24 months from the date of the grant. Concurrent with closing of the common share offering the Company also granted options to acquire an aggregate of 600,000 common shares at an exercise price of $0.10 per common share to directors and officers of the Company, which options expire 5 years from the date of the grant.

The Corporation will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

The novel coronavirus (“COVID-19”) outbreak was declared a pandemic by the World Health Organization on March 11, 2020. This has resulted in significant economic uncertainty and governments worldwide are enacting emergency measures to contain the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global financial markets have experienced significant volatility and weakness as a consequence of this economic uncertainty. The duration and impact of the COVID-19 outbreak is unknown as this time, as is the effectiveness of interventions by governments and central banks. The full extent of the impact on the Company’s future financial results is uncertain given the length and severity of these developments cannot be reliably estimated.

The current challenging economic climate relating to the effect of the Coronavirus (COVID-19) may lead to challenges in managing cash flows and the ability to raise capital. These items may have a direct adverse impact on the Company’s ability to close the Transaction.

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Shine Box Capital Corp.

Proposed Qualifying Transaction

The Company entered a non-binding letter of intent (“LOI”) dated June 9, 2021, to for a business combination (the “Transaction”) with Interfield Solutions Ltd. (“Interfield”), an unrelated party. It is expected that upon completion of the Transaction, the combined entity (the “Resulting Issuer”) will meet the listing requirements for a Tier 2 Technology issuer under the policies of the TSX Venture Exchange (the “TSXV”). For consideration Interfield has paid into trust $20,000 that will be applied to the expenses of the Company if the transaction closes and will be non-refundable if (i) an agent to lead the Proposed Financing is not signed within 90 days or (ii) if the agent has not been to close the Proposed Financing by September 30 solely because of an act or omission by Interfield.

Interfield was incorporated under the International Business Companies Act, 1994 of the Republic of the Seychelles in June 2014 and is based in Dubai, United Arab Emirates. Interfield carries on a software development business that provides data management and marketplace solutions for numerous business segments worldwide including oil and gas, mining, agriculture, maritime, retail, banking and government institutions, for the purposes of increasing efficiency, improving overall performance and lowering costs through online and offline software applications. Interfield’s primary commercial products include a data management tool that allows industrial companies to access real-time information and in-depth analytics of their operations. Interfield also operates “Equipment Hound”, an online marketplace allowing industrial equipment suppliers and customers to transact. Interfield also offers web application development, mobile application development and enterprise development solutions.

As part of a pre-Transaction restructuring, it is expected that Interfield will either continue from the Republic of the Seychelles into the Province of Alberta, or alternatively, complete a restructuring transaction that will result in an Alberta incorporated parent company being the transacting party to the Transaction, such structuring to be determined following input from legal and tax advisors.

Terms of the Transaction

The Transaction is expected to be completed by way of a share exchange, amalgamation or other form of business combination determined with input from the legal and tax advisors to each of Shine Box and Interfield, which will result in Interfield (or an Alberta incorporated parent entity) becoming a wholly owned subsidiary of Shine Box.

Upon the satisfaction or waiver of the conditions set out in the definitive transaction agreement to be entered into by Shine Box and Interfield (the “Definitive Agreement”), the following, among other things, will be completed in connection with the Transaction:

• a) the holders of common shares of Interfield (“ Interfield Shares ”) will receive common shares of the Resulting Issuer (on a post-consolidation basis) in exchange for their Interfield Shares on the basis of an exchange ratio establishing an agreed valuation of Shine Box of $1,725,000 (the “ Exchange Ratio ”);

• b) all outstanding warrants of Interfield will be replaced with equivalent convertible or exchangeable securities of the Resulting Issuer entitling the holders thereof to acquire common shares of the Resulting Issuer in lieu of common shares of Interfield adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace;

• c) the management and board of directors of the Resulting Issuer will be determined by Interfield and announced in further press releases; and

• d)

• Shine Box will change its name to Interfield Solutions Ltd.

The Transaction constitutes an Arm’s Length Transaction under the policies of the TSXV.

A more comprehensive news release will be issued by Shine Box disclosing details of the Transaction, including financial information respecting Interfield and details of insiders and proposed directors and officers of the Resulting Issuer, once an agreement has been finalized and certain conditions have been met, including:

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Shine Box Capital Corp.

• a) approval of the Transaction by Shine Box’s Board of Directors

• b) satisfactory completion of due diligence; and

• c) execution of the Definitive Agreement.

Private Placement Financing

In connection with and as a condition to the Transaction, Interfield intends to complete an equity financing through a brokered private placement for minimum gross proceeds of $5,000,000 (the “Private Placement”). It is expected that the issue price per Interfield Share will be a minimum of $1.00, determined by Interfield in the context of the market and with advice from the agent engaged in respect of the Private Placement. The Interfield Shares will be sold to “accredited investors” and other exempt parties pursuant to exemptions from prospectus requirements under Canadian securities laws.

The Private Placement is intended to be completed prior to or concurrently with closing of the Transaction. The net proceeds of the Private Placement will be used to complete future acquisitions, working capital and general corporate purposes.

Listing

An application will be made to TSXV to list the Resulting Issuer Shares on TSXV subject to all applicable shareholder and regulatory approvals.

Conditions of the Transaction

Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Shine Box and Interfield; (ii) receipt of all required approvals and consents relating to the Transaction, including without limitation all approvals of the shareholders of Shine Box and Interfield, as required by the TSXV and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV’s approval for listing the Resulting Issuer Shares.

Sponsorship of Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with the policies of the TSXV. Given the size and nature of the Private Placement, Shine Box will apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV, however, as Interfield will be subject to TSXV Exchange Policy 2.10 concerning Emerging Market Issuers an exemption may not be available.

Trading Halt

Trading of the securities of Shine Box will be halted until the completion of the Transaction.

Selected Financial Information

Selected Statement of Financial Position Data Net working capital Total current assets Total current liabilities Total shareholders’ equity	As at June 30, 2021
	$ 163,352 176,335 12,983 163,352

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Shine Box Capital Corp.

Selected Statement of Operations Data

Selected Statement of Operations Data
Revenue Expenses Stock based compensations Filing fees Professional fees Expense recovery Loss Net loss per share (basic & diluted) Weighted Average number of Shares Outstanding	Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 $ - $ - - - 881 301 29,666 14,511 (20,000) -	Year Ended June 30, 2021 Year Ended June 30, 2020
		$ = $ - - 54,594 9,805 41,562 100,693 27,781 (20,000)
	$10,457 $14,812	$ 90,498 $123,937
	$ 0.00 $ 0.05 3,000,000 3,000,000	$ 0.03 $ 0.07 3,000,000 1,758,904

All 2021 and 2020 operations are costs associated with being a public company with legal, accounting and other related costs. The June 30 2021 accounts payable of $12,983 represents professional fee accruals.

Share Based Compensation

The assumptions for the Black-Scholes Pricing Model for all the stock options:

Stock price Exercise price Risk free interest rate Expected life (years) Expected annual volatility Expected dividend yield Expected forfeiture rate	Directors & Officers Agent
	$0.10 $0.10 $0.10 $0.10 1.49% 1.58% 5 2 150% 150% 0% 0% 0% 0%

The following table reflects the continuity of options granted under the Plan:

Balance, beginning of period Issued to directors & officers Issued to agent Balance, end of period	June 30, 2021
	NumberofOptions Fair ValueRecorded
	- 600,000 $ 54,594 300,000 21,471
	900,000 $ 76,065

As at June 30, 2021 the remaining contractual life for option outstanding to directors and officers is 4.45 years and agent options 1.45 years.

Expiry Date November 2024 November 2021	Exercise Price $0.10 $0.10	Outstanding December 31, 2019 600,000 300,000	Exercisable 600,000 300,000	Remaining Contractual Years
				3.45 0.45

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Shine Box Capital Corp.

Liquidity and Capital Resources

As at June 30, 2021, the Company had working capital of $163,352 including $176,335 cash. Management believes that it has sufficient cash to meet its ongoing obligations and its objective of completing a Qualifying Transaction. However, additional equity or debt financing may be required to complete a Qualifying Transaction.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as at June 30, 2021.

Critical Accounting Estimates and Policies

The Company’s significant accounting policies are disclosed in the unaudited interim financial statements for the nine-month period ended June 30, 2021.

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash and accounts payable. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments and that the fair value of these financial instruments approximates their carrying values, as applicable.

Disclosure of Outstanding Share Data

Authorized

Unlimited number of voting Common Shares

Unlimited number of non-voting Preferred Shares issuable in series

Issued Common Shares

Issued Common Shares
Number of Shares	$
At incorporation - Issued for cash to directors and officers 3,000,000 Issued on Initial Public Offering 3,000,000 Share Issue Costs -	- 150,000 300,000 (134,605)
As at June 30,2021 and 20200 6,000,000	315,396

On March 6, 2018 the Company issued 3,000,000 common shares to directors of the Company at a price of $0.05 per share. All 3,000,000 common shares are subject to an escrow agreement and will be released as follows: 10% on the completion of the Qualifying Transaction, 15% will be released on the dates 6 months, 12 months, 18 months 24 months, 30 months and 36 months following the initial release. As at June 30, 2019 and December 31, 2019 these common shares were held in escrow and have been excluded from the loss per share.

On November 29, 2019 the Company successfully completed its initial public offering raising gross proceeds of $300,000 on the issuance of 3,000,000 common shares. The agent received a cash commission of 10% of the gross proceeds of the offering, an agent’s fee of $10,000 and an option to purchase 300,000 shares at a price of $0.10 for a period of 24 months from the date of the listing valued at $21,471 using the BlackScholes pricing model. The Company incurred a total of $134,605 share issue costs which have been applied against share capital.

Risks and Uncertainties

The Company has a limited history of existence. There can be no assurance that a Qualifying Transaction will be completed. There can be no assurance that the Company will be able to obtain adequate financing to continue. The securities of the Company should be considered a highly speculative investment. The following

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Shine Box Capital Corp.

risk factors should be given special consideration when evaluating an investment in any of the Company's securities:

• a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

• b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;

• c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

• d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;

• e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;

• f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;

• g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

• h) if the Company fails to complete a Qualifying Transaction within 24 months of listing, the TSX Venture Exchange could suspend or delist the common shares of the Company and an interim cease trade order may be issued against the Company’s securities by an applicable securities commission if its common shares are suspended from trading on or delisted from the TSX Venture Exchange or otherwise; and

• i) the Company competes with many Capital Pool Companies that are seeking suitable Qualifying Transactions. In addition, other Capital Pool Companies may have substantially greater financial and technical resources than the Company.

Related Party Transactions

There were no related party transactions during the period other than those disclosed elsewhere in the report.

Other Information

The policies of the TSX Venture Exchange prohibit Capital Pool Companies from carrying on formal investor relations activities. The Directors of the Corporation handle corporate communications and investor inquiries.

Additional information about the Company is available on SEDAR at www.sedar.com.

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