Treviso Capital Corp. — Management Reports 2021

Nov 27, 2021

TREVISO Capital Corp.

(a Capital Pool Corporation)

Management’s Discussion and Analysis

For the Period: Inception (April 12, 2021) to September 30, 2021

Date of Report: November 26, 2021

This management’s discussion and analysis of the financial condition and results of operation (“MD&A”) of TREVISO Capital Corp. (“TREVISO” or the “Company”) should be read in conjunction with TREVISO’s unaudited financial statements and notes thereto for the period from the date of incorporation (April 12, 2021) to September 30, 2021, and the prospectus dated September 9, 2021.

All financial data in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). All dollar amounts in this MD&A are reported in Canadian dollars.

Caution Regarding Forward-Looking Information:

Certain information contained in this MD&A constitutes forward-looking information, which is information regarding possible events, conditions or results of operations of the Company that is based upon assumptions about future economic conditions and courses of action and which is inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forwardlooking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forwardlooking information contained in this MD&A includes, without limitation, our expectations regarding anticipated investment activities and results and financing activities, our ability to identify, negotiate and complete a Qualifying Transactions, the impact of changes in accounting policies and other factors on our operating results, and the performance of global capital markets and interest rates.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this MD&A. The forward-looking information contained in this MD&A is provided as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. All of the forwardlooking information contained in this MD&A is expressly qualified by this cautionary statement.

Nature of the Business and Incorporation:

TREVISO was incorporated under the Business Corporation Act (British Columbia) on April 12, 2021 and is classified as a Capital Pool Company, as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The Company’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and

once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.

The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s-length transaction, of the majority of the minority shareholders.

The Company is domiciled in the province of British Columbia, Canada and the head office is located at Suite 1500, 800 West Pender Street, Vancouver, BC V6C 2V6 and the registered head office of the Company is located at Suite 1500, 800 West Pender Street, Vancouver, BC V6C 2V6.

Selected Financial Information:

Summarized selected financial information with respect to the Company for the most recent three month quarters is as follows:

	September 30,	June 30,
	2021	2021
Operating expenses	$11,370	$8,058
Net loss and comprehensive loss	$11,370	$8,058
Total assets	$220,822	$210,960
Total liabilities	$40,250	$19,018
Shareholders’ equity	$180,572	$191,942

Results of Operations – Period from inception to September 30, 2021

The Company recorded a net loss and comprehensive loss of $19,428 during the period from inception (April 12, 2021) to September 30, 2021. There is no comparative period.

The net loss for the three months ended September 30, 2021 is represented by the following expenses incurred in the period:

Professional fees Filing fees Office expense	$1,765 $9,560 $45
	$11,370

The Company, during the three months ended September 30, 2021, filing fees related to the filing of its prospectus.

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Liquidity and capital resources

As at September 30, 2021, the Company had cash totalling $181,222.

Total liabilities at September 30, 2021 were $40,250.

Shareholder equity at September 30, 2021 was $180,572.

Segmented Information

The Company has a single reportable geographic segment – Canada – and all of the Company’s assets are located in Canada.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Investor Relations

During the three months ended September 30, 2021, the Company’s management handled the Company’s investor relations activities.

Outstanding Share Capital as at September 30, 2021

• (a) Authorized Unlimited number of common shares

• (b) Issued 4,000,000 common shares $200,000

• (c) Escrowed shares:

4,000,000 common shares issued and outstanding as at September 30, 2021 will be held in escrow in accordance with the requirements of the Exchange and pursuant to the terms of an escrow agreement to be entered into among the Company, the holders of the seed shares issued prior to the IPO and an escrow agent pursuant to the requirements of the Exchange.

All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the Final QT Exchange Bulletin (as defined in the policies of the Exchange) is issued.

All common shares of the Company acquired in the secondary market prior to the completion of a Qualifying Transaction 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 Company held by principals of the resulting issuer will also be escrowed.

Transactions with Related Parties

Related parties include the Board of Directors, and enterprises which are controlled by these individuals as well as persons performing similar functions.

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During the period from incorporation on April 12, 2021 to September 30, 2021, the Company incurred legal fees in the amount of $27,911 for services provided by a law firm whose principal is a director of the Company of which $24,600 is included in deferred financing costs.

Included in accounts payable and accrued liabilities at September 30, 2021 was $27,911 owing for these services.

Financial Instruments

The carrying values of cash and accounts payable and accrued liabilities approximate fair value due to the relatively short term maturities of these instruments.

Management of Capital

The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Company includes equity, comprised of issued common shares and accumulated deficit, in the definition of capital.

The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange policy 2.4.

Future Change in Accounting Policies

Refer to Note 3 in the Notes to the Financial Statements as at and for the period ended September 30, 2021 for details of the Company’s significant accounting policies.

Contingency

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.

Risk Disclosures and Fair Value

The Company's financial instruments, consisting of cash and accounts payable and accrued liabilities approximates fair value due to the relatively short term maturities of the instrument. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Additional Information

Additional information relating to TREVISO Capital Corp., can be found within its prospectus dated September 9, 2021, which is available on the Company’s SEDAR profile at www.sedar.com.

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Outlook

Management believes the Company is well positioned to seek and complete a qualifying transaction. The Company believes that it has sufficient cash and capital resources.

Subsequent Event

On October 27, 2021, the Company completed its initial public offering ("Offering"), raising gross proceeds of $500,000 pursuant to its prospectus dated September 9, 2021. An aggregate of 5,000,000 common shares in the capital of the Company (the "Shares") were issued at a price of $0.10 per Share. Canaccord Genuity Corp. (the "Agent") acted as the agent for the Offering. Pursuant to an agency agreement between the Company and the Agent, the Agent received a cash commission equal to 10% of the gross proceeds of the Offering and compensation warrants entitling the Agent to purchase up to 500,000 Shares at a price of $0.10 per Share for a period of 60 months from the closing date of the Offering. The Company intends to use the net proceeds of the Offering to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the policies of the Exchange. On October 25, 2021, the Exchange issued a bulletin announcing the listing of the Shares as of market open on October 27, 2021 and immediately halted trading pending completion of closing of the Offering. On October 29, 2021, the Company’s Shares resumed trading under the trading symbol "TRV.P".

In connection with the Offering, the Company granted 800,000 stock options to its directors and officers which are exercisable within ten years from the date of the grant at an exercise price of $0.10 per Share.

As a result of the closing of its initial public offering, the Company now has 9,000,000 Shares issued and outstanding, of which 4,000,000 are subject to escrow restrictions.

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