Original News Release
SEDAR Interim Financial Statements
AMG ACQUISITION CORP. (A Capital Pool Company) Condensed Interim Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Canadian dollars) NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim financial statements of the Company. The accompanying notes are an integral part of these financial statements AMG ACQUISITION CORP. (A Capital Pool Company) Condensed Interim Statements of Financial Position (Unaudited) (Expressed in Canadian dollars) February 28, 2026 August 31, 2025 $ $ Assets Current Cash (Note 4) 367,167 371,904 Prepaid expenses - 2,750 Total assets 367,167 374,654 Liabilities and shareholders’ equity Current Accounts payable and accrued liabilities 12,400 8,255 Total liabilities 12,400 8,255 Shareholders’ equity Share capital (Note 5) 473,314 473,314 Contributed surplus (Note 5) 98,134 98,134 Deficit (216,681) (205,049) Total shareholders’ equity 354,767 366,399 Total liabilities and shareholders’ equity 367,167 374,654 Approved and authorized for issuance on behalf of the Board of Directors on April 21, 2026 by: /s/ Konstantin Lichtenwald /s/ Steven Pearce Konstantin Lichtenwald, Director Steven Pearce, Director The accompanying notes are an integral part of these financial statements AMG ACQUISITION CORP. (A Capital Pool Company) Condensed Interim Statements of Net and Comprehensive Loss (Unaudited) (Expressed in Canadian dollars) Three months ended February 28, 2026 Three months ended February 28, 2025 Six months ended February 28, 2026 Six months ended February 28, 2025 $ $ $ $ Expenses Filing and transfer agent fees 4,196 3,982 6,356 6,085 Professional fees 2,400 1,982 4,400 6,482 Bank service Charge 93 80 183 282 Office Supplies 693 - 693 - Net and comprehensive loss for the period 7,382 6,044 11,632 12,849 Net loss per share, basic and diluted (0.00) (0.00) (0.00) (0.00) Weighted average shares outstanding, basic and diluted 7,800,120 7,800,120 7,800,120 7,800,120 The accompanying notes are an integral part of these financial statements AMG ACQUISITION CORP. (A Capital Pool Company) Condensed Interim Statements of Changes in Shareholders’ Equity (Unaudited) (Expressed in Canadian dollars) Number of common shares Share capital Contributed surplus Deficit Total $ $ $ $ Balance, August 31, 2024 7,800,120 473,314 98,134 (181,996) 389,452 Net loss for the period - - - (12,849) (12,849) Balance, February 28, 2025 7,800,120 473,314 98,134 (194,845) 376,603 Balance, August 31, 2025 7,800,120 473,314 98,134 (205,049) 366,399 Net loss for the period - - - (11,632) (11,632) Balance, February 28, 2026 7,800,120 473,314 98,134 (216,681) 354,767 The accompanying notes are an integral part of these financial statements AMG ACQUISITION CORP. (A Capital Pool Company) Condensed Interim Statements of Cash Flows (Unaudited) (Expressed in Canadian dollars) Six months Ended February 28, 2026 Six months Ended February 28, 2025 $ $ Operating activities Net loss for the period (11,232) (12,849) Changes in non-cash working capital: Prepaid Expenses 2,750 2,750 Accounts payable and accrued liabilities 3,745 (4,039) Net cash used in operating activities (4,737) (14,138) Change in cash dur
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ing the period (4,737) (14,138) Cash, beginning of period 371,904 391,805 Cash, end of period 367,167 377,667 AMG ACQUISITION CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Canadian dollars) 1. NATURE OF OPERATIONS AND GOING CONCERN AMG Acquisition Corp. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on June 1, 2021. The Company is classified as a Capital Pool Company (“CPC”) while the principal business is the identification and evaluation of assets or a business (the “Qualifying Transaction” (“QT”)) and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. The registered and head office of the Company is located at 230-997 Seymour Street, Office 9, Vancouver, British Columbia V6B 3M1. These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. As at February 28, 2026, the Company has not generated any revenues from operations and has an accumulated deficit of $216,681 (August 31, 2025 - $205,049). The Company expects to incur further losses in the development of its business, which casts significant doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company’s liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These financial statements do not reflect any adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that may be necessary if the Company is unable to continue as a going concern. 2. BASIS OF PRESENTATION Statement of Compliance The financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (the "IFRS Accounting Standards") and interpretations of the IFRS Interpretation Committee. Basis of Preparation The financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency. The financial statements are prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss ("FVTPL"), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements. AMG ACQUISITION CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Canadian dollars) 2. BASIS OF PRESENTATION (Cont'd) Significant Accounting Judgments, Estimates and Assumptions The preparation of financial statements requires management to make
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judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities. The estimates and associated assumptions are based on anticipations and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. There have been no significant judgments made by management in the application of IFRS Accounting Standards that have a significant effect on these financial statements. 3. MATERIAL ACCOUNTING POLICIES The financial statements of the Company have been prepared in accordance with IFRS Accounting Standards within the framework of the significant accounting policies described below: Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset, and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. i) Financial assets 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); and • those to be measured at amortized cost. The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in profit or loss or OCI. At present, the Company classifies all financial assets as held at amortized cost. Cash is classified as a financial asset. AMG ACQUISITION CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Canadian dollars) 3. MATERIAL ACCOUNTING POLICIES (Cont'd) Financial Instruments (Cont'd) i) Financial assets (Cont'd) Measurement At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL 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. There are three measurement
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categories under which the Company classifies its financial assets: • 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 as finance income using the effective interest rate method. • Fair value through OCI (“FVOCI”): Debt instruments that are held for collection of contractual cash flows and for selling the debt instruments, 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 debt instrument 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 debt instruments is included as finance income using the effective interest rate method. • 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 loss and comprehensive loss in the period in which it arises. AMG ACQUISITION CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Canadian dollars) 3. MATERIAL ACCOUNTING POLICIES (Cont'd) Financial Instruments (Cont'd) ii) Financial liabilities 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: where the Company optionally designates financial liabilities at FVTPL the amount of change in the 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 method. At present, the Company classifies all of its financial liabilities as held at amortized cost. These financial liabilities are classified as current liabilities as the payment is due within 12 months. Related Parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a tr
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ansfer of resources or obligations between related parties. Deferred Taxes Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income(loss) in the period that substantive enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. New standards, amendments and interpretations not yet adopted or effective The Company has reviewed the impact of new and amended standards that are effective for annual periods beginning on or after September 1, 2025. It does not expect the impact on the financial statements to be material, although additional disclosure may be required. AMG ACQUISITION CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Canadian dollars) 4. CASH RESTRICTION The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than $3,000 per month may be used for administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange Policy 2.4. 5. SHARE CAPITAL Authorized Share Capital Unlimited common shares, without par value. Share Issuances There were no additional shares issued during the six months ended February 28, 2026 and 2025. Escrow Seed shares issued below the IPO price, shares acquired from treasury by non-arm’s length parties to the CPC and CPC stock options and shares issued on exercise of stock options, which were granted before the IPO and at an exercise price less than the IPO price, are all subject to a CPC Escrow Agreement. Under the CPC Escrow Agreement, 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on the dates 6, 12, and 18 months following the Initial Release. Shares acquired by the Pro Group at or above the IPO price and shares acquired by a Control Person in the secondary market are not subject to the CPC Escrow Agreement. As at February 28, 2026, a total of 7,800,120 common shares were issued and outstanding, of which 3,200,020 are currently held in escrow pursuant to the policies of the TSX Venture Exchange. Share Purchase Warrants The following is a summary of the changes in the Company’s share purchase warrants for the six months ended February 28, 2026 and the year ended August 31, 2025: February 28, 2026 August 31, 2025 Number of warrants Weighted- average exercise Price Number of warrants Weighted- average exercise price $ $ Outstanding, beginning 255,000 0.10 255,000 0.10 Issued - - - - Expired - - - - Outstanding, ending 255,000 0.10 255,000 0.10 On September 17, 2023, a t
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otal of 164,008 warrants with an exercise price of $0.10 expired. AMG ACQUISITION CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Canadian dollars) 5. SHARE CAPITAL (Cont'd) Share Purchase Warrants (Cont'd) The following table summarizes information regarding share purchase warrants outstanding and exercisable as at February 28, 2026: Expiry date Number of warrants outstanding Number of warrants exercisable Weighted- average remaining contractual life (years) Weighted- average exercise price $ March 31, 2027 255,000 255,000 1.25 0.10 Total 255,000 255,000 1.25 0.10 Share Options On May 31, 2022, the Company granted 780,012 stock options to directors and officers of the company to acquire up to an aggregate of 780,012 common shares exercisable at a price of 10 cents per common share until May 31, 2032. These options are valued at $70,334 using Black-Scholes option pricing model with the following assumptions: stock price - $0.10; exercise price - $0.10; expected life – 10 years; volatility – 100%; dividend yield - $0; risk-free rate – 2.93%. During the six months ended February 28, 2026, there were no additional options granted. As at February 28, 2026, the Company has 780,012 issued and outstanding options all of which are held in escrow pursuant to the policies of the TSX-V. The following is a summary of the changes in the Company’s share options for the six months ended February 28, 2026 and the year ended August 31, 2025: February 28, 2026 August 31, 2025 Number of options Weighted- average exercise Price Number of options Weighted- average exercise price $ $ Outstanding, beginning 780,012 0.10 780,012 0.10 Issued - - - - Expired - - - - Outstanding, ending 780,012 0.10 780,012 0.10 The following table summarizes information regarding share purchase options outstanding and exercisable as at February 28, 2026: Expiry date Number of options outstanding Number of options exercisable Weighted- average remaining contractual life (years) Weighted- average exercise price $ May 31, 2032 780,012 780,012 6.26 0.10 Total 780,012 780,012 6.26 0.10 AMG ACQUISITION CORP. (A Capital Pool Company) Notes to the Condensed Interim Financial Statements For the three and six months ended February 28, 2026 and 2025 (Unaudited) (Expressed in Canadian dollars) 6. TRANSACTIONS WITH RELATED PARTIES Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions. During the six months ended February 28, 2026 and 2025, there were no related party transactions and there were no compensations paid to key management personnel. 7. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Capital Management 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 share capital 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 Company is not subjec
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t to externally imposed capital requirements other than the cash restriction disclosed in Note 4. Risk Disclosures and Fair Values The Company's financial instruments, consisting of cash, and accounts payable and accrued liabilities, approximate fair values due to the relatively short-term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. As at February 28, 2026, the Company had accounts payable and accrued liabilities of $12,400 (August 31, 2025 - $8,255) due within 12 months and had cash of $367,167 (August 31, 2025 - $371,904) to meet its current obligations. The Company maintains adequate cash and restricted cash balances to settle current liabilities. As a result, the Company had minimal liquidity risk at February 28, 2026. Credit Risk Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company’s primary exposure to credit risk is on its cash. The Company manages its credit risk relating to cash through the use of a major financial institution which has a high credit quality as determined by rating. As such, the Company had no significant credit risk at February 28, 2026.
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