Temas Resources Corp. — Management Reports 2024

Dec 10, 2024

INTERTIDAL CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis

For the three and six months ended November 30, 2024 and 2023

General

This management's discussion and analysis ("MD&A") of Intertidal Capital Corp. (the "Company") for the three and six months ended November 30, 2024 and 2023, as prepared on December 10, 2024. This MD&A was prepared with reference to National Instrument 51-102 "Continuous Disclosure Obligations" of the Canadian Securities Administrators. This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended May 31, 2024 and 2023, and the related notes, which have been prepared by management in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Financial Accounting Standards Board ("IASB").

This MD&A was reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on December 10, 2024. The information contained within this MD&A is current to December 10, 2024.

The Company's critical accounting estimates, significant accounting policies and risk factors have remained substantially unchanged and are still applicable to the Company unless otherwise indicated. This MD&A complements and supplements, but does not form part of, the Company's financial statements. All amounts are expressed in Canadian dollars unless noted otherwise. Additional information relating to the Company, including regulatory filings, can be found on the SEDAR+ website at www.sedarplus.ca.

Forward-Looking Statements

Certain statements contained in this MD&A may constitute forward-looking statements. These forward-looking statements can generally be identified as such because of the context of the statements, including such words as "believes", "anticipates", "expects", "plans", "may", "estimates", or words of a similar nature. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from anticipated future results and/or achievements expressed or implied by such forward-looking statements, which speak only as of the date the statements were made. Readers are therefore advised to consider the risks associated with any such forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements considering the risks set forth herein.

Description of Business and Overview

The Company was incorporated under the Business Corporations Act (British Columbia) on June 27, 2018.

The Company was formed for the primary purpose of completing an initial public offering ("IPO") on the TSX Venture Exchange (the "Exchange") as a Capital Pool Company ("CPC") in accordance with Policy 2.4 Capital Pool Companies (the "CPC Policy"). As a CPC, the Company's principal business would be to identify, evaluate and acquire assets, properties or businesses which would constitute a qualifying transaction in accordance with the CPC Policy of the Exchange (the "Qualifying Transaction"). Until Completion of the Qualifying Transaction (as such term is defined in the CPC Policy), the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a potential Qualifying Transaction.

---

INTERTIDAL CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis

For the three and six months ended November 30, 2024 and 2023

The head office, principal and registered address and records office of the Company are located at 1928 Linden Road, Vancouver, British Columbia, V6M 1E7.

To date, the Company has not generated any significant revenues. Continued operations of the Company are dependent on the receipt of related party debt or equity financing on terms which are acceptable to the Company.

On May 17, 2021, the Company entered into Letter of Intent ("LOI") with Haywood Securities Inc. (the "Agent") whereby the Agent agreed to raise on a commercially reasonable efforts a minimum of $200,000 and up to $400,000 in an IPO by the issuance of 2,000,000 to 4,000,000 common shares of the Company at a price of $0.10 per common share.

Pursuant to the terms of the LOI, the Company agreed to pay to the Agent a commission of 8% of the gross proceeds of the IPO, payable in cash, and a corporate finance fee of $10,000, plus the Agent's legal fees incurred pursuant to the IPO, not to exceed $12,500 plus disbursements and taxes, and any other reasonable expenses of the Agent.

The Company also agreed to grant to the Agent such number of Agent's warrants which will entitle the Agent to purchase up to 6% of the common shares sold under the IPO, being up to 240,000 common shares of the Company, at a purchase price of $0.10 per share until 60 months from the date of closing of the IPO.

On March 18, 2022, the Company completed its IPO of 2,000,000 common shares issued at a price of $0.10 per share pursuant to a prospectus dated December 21, 2021. A cash commission of $16,000 was paid to the Agent, as well as a corporate finance fee of $10,000 plus applicable taxes plus additional Agent fees of $8,047 in excess of the $10,000 retainer. In addition, the Agent received 120,000 non-transferable warrants to acquire up to 120,000 shares at a price of $0.10 per share for a period of 60 months.

On May 18, 2022, the Company entered into a non-binding letter of intent with Sendero Resources Corp. ("Sendero") whereby the Company would acquire all of the issued and outstanding securities of Sendero by way of a share exchange, amalgamation or such other form of business combination as the parties may determine (the "Transaction").

Pursuant to the Transaction, the Company would issue common shares in the capital of the Company ("Intertidal Shares") to the holders of common shares in the capital of Sendero ("Sendero Shares") on the basis of one Intertidal Share for one Sendero Share, which was expected to result in the issuance of 25,666,666 Intertidal Shares.

Prior to closing of the Transaction, the Company would complete a 1.27:1 share consolidation (the "Consolidation") resulting in 4,409,449 Intertidal Shares being outstanding post-Consolidation.

On October 19, 2022, the Company announced the termination of the proposed Transaction with Sendero.

---

INTERTIDAL CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis

For the three and six months ended November 30, 2024 and 2023

Quarterly Performance

Three Months Ended November 30, 2024

The Company recorded a net loss of $3,763 for the three months ended November 30, 2024, compared to a net loss of $5,375 for the comparable period.

The loss for the three months ended November 30, 2024, was lower than the comparable period largely due to a decrease in professional fees.

Six Months Ended November 30, 2024

The Company recorded a net loss of $4,786 for the six months ended November 30, 2024, compared to a net loss of $6,410 for the comparable period.

The loss for the three months ended November 30, 2023, was lower than the comparable period largely due to a decrease in professional fees.

Financial Condition

As at November 30, 2024, the Company had current assets of $208,485 (May 31, 2024 - $222,310).

Current liabilities as at August 31, 2024 were $10,149 (May 31, 2024 - $9,950).

Selected Quarterly Financial Information Quarterly Analysis

The following table sets forth consolidated financial information for the periods indicated.

	Three months ended
	November 30, 2024	August 31, 2024	May 31, 2024	February 29, 2024
Total Revenue	$ -	$ -	$ -	$ -
Net (Loss) Income	(3,763)	(1,073)	(14,225)	(6,722)
(Loss) Income per share	(0.00)	(0.00)	(0.01)	(0.00)
Total Assets	208,485	221,836	222,310	232,791
Total Liabilities	511	10,149	9,550	5,806
	Three Months Ended
---	---	---	---	---
	November 30, 2023	August 31, 2023	May 31, 2023	February 28, 2023
Total Revenue	$ -	$ -	$ -	$ -
Net (Loss) Income	(5,375)	(1,035)	(16,062)	(1,437)
(Loss) Income per share	(0.00)	(0.00)	(0.01)	(0.00)
Total Assets	234,467	247,168	248,020	255,688
Total Liabilities	760	8,086	7,903	509

Variations in the Company's net losses and expenses for the periods above resulted primarily from the following factors:

---

INTERTIDAL CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis

For the three and six months ended November 30, 2024 and 2023

• For the three months ended May 31, 2024, there was the annual audit accrual for $9,000 with no accrual the previous quarters within the fiscal.
• For the three months ended November 30, 2023, regulatory fees increased to $3,138 as the Company filed its annual audit. There were no audit related filing fees in the previous quarter.
• For the three months ended May 31, 2023, there was the annual audit accrual for $7,500 with no accrual the previous quarters within the fiscal.

Capital Resource and Liquidity

As at November 30, 2024, cash was $207,395 (May 31, 2023 - $218,582). The Company has been reliant on financial assistance from equity financing. As of the date of this MD&A, the Company has no outstanding commitments. The Company has not pledged any of its assets as security for loans, or otherwise and is not subject to any debt covenants. The Company has $511 in short term liabilities. Management has evaluated that the Company will be required to raise additional equity capital or other borrowings to be able to pay its liabilities and finance operating costs. The ability to raise sufficient funding cannot be determined at this time, which creates a material uncertainty that casts doubt about the Company's ability to continue as a going concern.

Outstanding Share Data

Authorized and issued share capital as at December 10, 2024:

Class	Par Value	Authorized	Issued Number
Common	No par value	Unlimited	5,600,000

• As at December 10, 2024 there were 560,000 stock options outstanding.
• As at December 10, 2024, there were 120,000 warrants outstanding.

Related Party Transactions

There were no related party transactions for the periods ending November 30, 2024, and 2023.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of the Company's unaudited condensed interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported

---

INTERTIDAL CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis

For the three and six months ended November 30, 2024 and 2023

amounts of expenses during the reporting period. Note 3 to the financial statements discusses these critical accounting policies.

Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Financial Assets - Classification

The Company classifies its financial assets in the following measurement categories:

• Those to be measured subsequently at fair value (either through Other Comprehensive Income ("OCI"), or through profit or loss ("FVTPL"), and
• Those to be measured at amortized cost.

The classification depends on the Company's business model for managing the financial assets and contractual terms of the cash flows. For assets measured at fair value, gains or losses are recorded in profit or loss or OCI.

The Company has classified cash as subsequently measured at amortized cost.

Financial Assets - Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, the transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of financial assets depends on their classification. These are the measurement categories under which the Company classifies its financial assets:

• Subsequently measured at amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method.
• Fair value through OCI ("FVOCI"): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains (losses). Interest income from these financial assets is included as finance income using the effective interest rate method.

---

INTERTIDAL CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis

For the three and six months ended November 30, 2024 and 2023

• Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as revenue in the statement of comprehensive loss in the period which it arises.

Impairment of Financial Assets at Amortized Cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the credit risk of the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company recognizes in the statement of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Financial Liabilities

The Company classifies its financial liabilities into the following categories: financial liabilities at FVTPL and subsequently measured at amortized cost.

A financial liability is classified as FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are presented as follows: the amount of change in fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and the remaining amount of the change in the fair value is presented in profit or loss. The Company does not designate any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest rate method. The Company classifies its accounts payable and accrued liabilities as financial liabilities held at amortized cost.

Management's Responsibility for Financial Information

The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with generally accepted Canadian accounting principles and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility.

---

INTERTIDAL CAPITAL CORP.

(A Capital Pool Company)

Management Discussion and Analysis

For the three and six months ended November 30, 2024 and 2023

Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities.

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

The Audit Committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.