WSM Ventures Corp. — Management Reports 2025

Aug 26, 2025

WSM VENTURES CORP.
Management Discussion and Analysis ("MD&A")
for the Six Months Ended June 30, 2025

1. Date and Presentation

This management discussion and analysis of financial position and results of operations ("MD&A") is prepared as at August 26, 2025 and should be read in conjunction with the condensed consolidated financial statements for the three and six months ended June 30, 2025 ("Interim Financial Statements") and the related notes thereto.

Management is responsible for the preparation and integrity of the Interim Financial Statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the Interim Financial Statements and MD&A, is complete and reliable.

All dollar amounts included therein and in the following MD&A are expressed in Canadian dollars except where noted. This discussion contains forward-looking statements that involve risks and uncertainties. Such information, although considered to be reasonable by the Company's management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made. Additional information on the Company is available for viewing on SEDAR at https://www.sedarplus.ca

1. History and Background

WSM Ventures Corp. (the "Company") was incorporated in the Province of British Columbia on May 11, 1981. The head office and records office of the Company is located at 1240-1066 West Hastings Street, Vancouver, British Columbia, Canada, V6E 3X1. The Company's common shares are listed on the Canadian Securities Exchange ("CSE") under the symbol "WSM.X". The Company has no current business or business assets and is currently in the process of exploring various business opportunities.

1. Selected Annual Information

As at	December 31, 2024	December 31, 2023	December 31, 2022
Revenues	-	-	-
Operating expenses	50,782	83,805	90,413
Net loss for the period	51,763	84,105	90,413
Comprehensive loss for the period	51,763	84,105	90,413
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)
As at	December 31, 2024	December 31, 2023	December 31, 2022
---	---	---	---
Working capital (deficiency)	(109,479)	(57,716)	26,389
Total assets	2,804	584	41,838
Total liabilities	112,283	58,300	15,449
Share capital	2,442,656	2,442,656	2,442,656
Accumulated deficit	(2,665,091)	(2,613,328)	(2,529,223)

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4. Summary of Quarterly Results

The following selected financial data has been prepared in accordance with IFRS and should be read in conjunction with the Company's Interim Financial Statements. All dollar amounts are in Canadian dollars. There were no changes to the nature of the losses between the periods.

	Three-month periods ended
	June 30, 2025	March 31, 2025	December 31, 2024	September 30, 2024
	$	$	$	$
Total revenue	-	-	-	-
Net loss and comprehensive loss	6,187	3,381	27,830	12,690
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)
	Three-month periods ended
---	---	---	---	---
	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023
	$	$	$	$
Total revenue	-	-	-	-
Net loss and comprehensive loss	3,714	7,529	15,230	19,820
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)

5. Results of Operations

For the three months ended

	June 30, 2025	June 30, 2024	$ Movement	% Movement
Operating Expenses
Audit and accounting	$ 1,500	$ (222)	1,722	-776%
Bank charges	30	173	(143)	-83%
Consulting expenses	-	175	(175)	-100%
Dues and subscriptions	50	578	(528)	-91%
Legal and professional fees	839	-	839	100%
Transfer agent and regulatory expenses	3,768	3,737	31	1%
Net operating loss	$ (6,187)	$ (4,441)
Other income	-	842	(842)	-100%
Interest expense	-	(114)	114	-100%
Net loss and comprehensive loss for the period	$ (6,187)	$ (3,713)

For the three months ended June 30, 2025, the Company incurred a net loss of $6,187 compared to a loss of $3,713 in the comparative period. The overall increase is due to higher accounting costs incurred in the current period as compared to three months ended June 30, 2024.

For the six months ended

	June 30, 2025	June 30, 2024	$ Movement	% Movement
Operating Expenses
Audit and accounting	$ 3,000	$ 1,278	1,722	135%
Bank charges	60	637	(577)	-91%
Consulting expenses	-	175	(175)	-100%
Dues and subscriptions	151	578	(427)	-74%
Legal and professional fees	839	-	839	100%
Transfer agent and regulatory expenses	5,518	8,864	(3,346)	-38%
Net operating loss	$ (9,568)	$ (11,532)
Other income	-	842	(842)	-100%
Interest expense	-	(553)	553	-100%
Net loss and comprehensive loss for the period	$ (9,568)	$ (11,243)

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For the six months ended June 30, 2025, the Company incurred a net loss of $9,568 compared to a loss of $11,243 in the comparative period. The overall decrease is due to lower transfer agent and regulatory costs incurred in the current period as compared to the six months ended June 30, 2024. This was offset by higher accounting related expenses for the six months ended June 30, 2025 as compared to same period in 2024.

6. Liquidity and Capital Resources

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements.

Working capital

As at June 30, 2025, the Company had a working capital deficiency of $119,047 as compared to working capital deficiency of $109,479 as at December 31, 2024.

Cash

As at June 30, 2025 the Company had cash balances of $174 (December 31, 2024 - $34).

Analysis of Cash Flows

Cash provided by (used in):	June 30, 2025	June 30, 2024
Operating activities	$ (1,155)	$ 561
Investing activities	-	-
Financing activities	1,295	-
Increase (decrease) in cash	$ 140	$ 561

Operating Activities

Cash flows from operating activities can vary significantly from period to period as a result of the Company's working capital requirements which are dependent on activities to identify and evaluate potential business opportunities.

Investing Activities

No cash was received or used in investing activities during the six months ended June 30, 2025 or 2024.

Financing Activities

The Company received advances from a director of the Company to cover operating costs in the Company. There was no such similar advances observed in the comparative period.

Requirement of Additional Equity or Debt Financing

The Company relies primarily on debt and equity financings for all funds raised to date for its operations. Until the Company starts generating profitable operations, the Company intends to continue relying upon the issuance of securities or debt financing to finance its operations.

7. Capital Resources

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the identification and evaluation of a business and continue as a going concern. The Company considers capital to be all accounts in equity. The Company is not subject to any external capital requirements therefore 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

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future development of the business. Additional funds may be required to finance any business. Funds will also be used to investigate current business opportunities.

8. Off-Balance Sheet Arrangements

The Company currently has no off-balance sheet arrangements.

9. Transactions with Related Parties

Key management personnel include persons having the authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Board of Directors, corporate officers, the Chief Executive Office and the Chief Financial Officer. The following related party balances were observed in the year:

There were no management fees incurred during the three and six months ended June 30, 2025 or 2024.

As at June 30, 2025, there was $44,975 owing to a director of the Company (December 31, 2024 - $43,680) for advances to the Company to cover operating expenses. The advances are unsecured, non-interest bearing, and repayable on demand.

10. Financial Instruments

The Company is exposed to various financial instrument risks and assesses the impact and likelihood of this exposure. These risks include credit risk, market risk, interest rate risk, foreign currency risk and liquidity risk. Where material, these risks are reviewed and monitored by the Board of Directors. For further details, please refer to Note 6 of the accompanying Interim Financial Statements.

11. Use of judgements and estimates

The preparation of the Interim Financial Statements requires management to make estimates about, and apply assumptions or judgment to, future events and other matters that affect the reported amounts of the Company's assets, liabilities, expenses and related disclosures. Assumptions, estimates and judgments are based on historical experience, expectations, current trends and other factors that management believes to be relevant at the time at which the Company's financial statements are prepared.

Refer to Note 4 of the audited annual consolidated financial statements for the year ended December 31, 2024 for details on judgements and estimates.

12. Share Capital

Authorized share capital

a) Common Shares

As at June 30, 2025 the Company is authorized to issue an unlimited number of common shares without par value.

Issued and outstanding common shares	Number of shares	Amount
Balance, December 31, 2024 and June 30, 2025	67,328,936	$ 2,442,656

There were no share issuances during the six months ended June 30, 2025.

b) Escrowed Shares

As at June 30, 2025, the Company had 12,000,000 common shares held in escrow (December 31, 2024 – 12,000,000).

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13. Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

The Company has exercised reasonable diligence, the filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the filings. The Company has exercised reasonable diligence where the financial statements together with the other financial information included in the filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the filings.

14. Forward Looking Information

Certain statements contained in this MD&A constitute forward-looking statements within the meaning of applicable securities laws including, among others, statements made or implied relating to the Company's objectives including but not limited to, strategies to achieve those objectives, management's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by words such as "objective", "may", "will", "expect", "likely", "intend", "estimate", "anticipate", "believe", "should", "plans" or similar expressions suggesting future outcomes or events. Such forward-looking statements are not guarantees of future performance and reflect management's current beliefs based on information currently available.

Such statements involve estimates and assumptions that are subject to a number of known and unknown risks, uncertainties and other factors inherent in the business of the Company, and other materials filed with the securities regulatory authorities from time to time which may cause the 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. Those risks and uncertainties include but are not limited to: the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company; the dependence on key personnel; and the ability to access capital markets.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements were made and readers are advised to consider such forward-looking statements in light of the risks set forth above. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of future events or circumstances.

15. Corporate Directory

Head Office
WSM Ventures Corp.
Suite 1240 - 1066 West Hastings Street
Vancouver, BC, V6C 3X1

Officers and Directors
Aleem Nathwani (Chief Executive Officer & Director)
Akash Patel (Chief Financial Officer)
Anthony Alvaro (VP Business Development & Director)
Morgan Tincher (Director)

Members of the Audit Committee
Anthony Alvaro
Aleem Nathwani
Morgan Tincher

Legal Counsel
Cassels Brock & Blackwell LLP
Suite 2200 - 885 West Georgia Street
Vancouver, BC, V6C 3E8

Auditor
Manning Elliott LLP
1700 – 1030 West Georgia Street
Vancouver, BC, V6E 2Y3

Transfer Agent
Odyssey Trust Company
350-409 Granville Street
Vancouver, BC, V6C 1T2