IC Capitalight : Financial Statement

IC CAPITALIGHT CORP.

Management's Discussion and Analysis (MD&A)

For the six and three months ended June 30, 2023 and 2022

Expressed in Canadian Dollars

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this document constitute forward-looking information within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans," "expects," or "does not expect," "is expected," "budget," "scheduled," "goal," "estimates," "forecasts," "intends," "anticipates," or "does not anticipate," or "believes" or variations of such words and phrases or statements that certain actions, events or results "may," "could," "would," "might," or "will be taken," "occur," or "be achieved".

Forward-looking information includes, but is not limited to, information with respect to certain expectations regarding the fair value of the Company's investments and management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities including statements related to the development of existing and future property interests, availability of financing and projected costs and expenses. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of the date of this report. These are based on current expectations, estimates and assumptions that involve known and unknown risks, uncertainties and other factors that could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking statements. These risks include, but are not limited to, access to sufficient capital, legal and accounting risks, potential loss of key personnel, sales and marketing issues, operating cost overruns, technology issues, title disputes and compliance with various regulators. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) a decreased demand or price of our research products (3) a decreased value of our investments, (4) inability to locate, acquire or divest of mineral property interests, (5) the uncertainty of our operating costs, (6) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (7) other factors beyond our control. There is a significant risk that such forward-looking statements will not prove to be accurate.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward- looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purposes of assisting investors in understanding the Company's expected financial and operating performance and the Company's plans and objectives and may not be appropriate for other purposes.

The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled "Risk Factors" below.

INTRODUCTION

This Management's Discussion and Analysis ("MD&A") dated August 29, 2023 of IC Capitalight Corp. ("Capitalight", "we", "our" or "the Company") should be read in conjunction with Company's Condensed Interim Consolidated Financial Statements ("Financial Statements") for the six and three months ended June 30, 2023 and 2022, and the Consolidated Financial Statements ("Financial Statements") for the years ended December 31, 2022 and 2021 that were prepared in accordance with International Financial Reporting Standards ("IFRS") International Accounting Standard as issued by the International Accounting Standards Board ("IASB").

All amounts are in Canadian dollars, unless otherwise indicated.

EXECUTIVE SUMMARY

Capitalight is incorporated under the British Columbia Business Corporations Act and its common shares are listed on the Canadian Securities Exchange (the "Exchange") under the symbol "IC". The Company has a fiscal year-end of December 31, and its registered office is at 2200 HSBC Building, 885 West Georgia Street, Vancouver, BC, V6C 3E8.

Capitalight is a merchant bank that pursues value-based investment opportunities in accordance with its investment policies. Business investments consist of Capitalight Research Inc. ("Capitalight Research"), a wholly owned subsidiary that publishes proprietary subscription-based research focused on (1) equity technical analysis, (2) fundamentals of gold, silver, and critical metals sectors, and (3) North American economic environment. Capitalight Research generates recurring revenues and is expected to generate positive operating cash flows in 2023. Mineral exploration investments consist of the exploration and evaluation stage Blue Lake Cu-Ni-Pt-Pd property near Schefferville, Quebec. Investments of marketable securities consist of the equities of a gold exploration company.

Business Strategy

The business strategy consists of the following:

• Realize value from its investment in Capitalight Research.
• Realize value from its investment in mineral properties.
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• Capitalize on other investment opportunities as they arise.

The Company accepts the risks that are inherent to pursuing investment returns. These risks are discussed in greater detail in the Risk Factors section of this MD&A.

HIGHLIGHTS AND MILESTONES

The following section contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws. The Company continues to monitor the implications of the Covid-19 Pandemic. The manner and extent that the pandemic, and measures taken as a result of the pandemic by governments and others, will affect the Company in ways that cannot be predicted with certainty. See the Cautionary Statement Regarding Forward-LookingInformation and Uncertainty due to the Covid-19Pandemic in this MD&A for a discussion of assumptions and risks relating to such statements and information and a discussion of certain risks facing the Company relating to the pandemic.

Highlights

On May 19, 2023, the Company announced the acquisition of all of the historical resources on the Blue Lake property through the acquisition of additional mineral claims from a vendor and the awarding of five fractional mineral claims. The Blue Lake property now consists of 281 contiguous mineral claims.

Milestones

During the next 12 months, the Company will focus on the following:

• Initiate an exploration program at the Blue Lake property.
• Realize value from the investment in marketable securities.
• Grow the Capitalight Research subscriber-base to achieve profitability in 2023.

EXPLORATION AND EVALUATION PROPERTIES

Blue Lake Property (Cu-Ni-Pt-Pd)

On June 30, 2008, the Company entered into an option agreement to earn a 100% interest in the Blue Lake (formerly the Retty Lake Property) copper-nickel-PGM exploration property, which is located northeast of Schefferville, Quebec. On February 12, 2013, the Company completed the earn-in by completing a 2,377-line km VTEM and a 1,767-line km ProspecTEM airborne survey, which showed anomalous EM responses in the region of the historic Blue Lake mineral deposit (this historic deposit is hosted on claims not held by the Company). These claims are subject to a 3% net smelter return royalty ("NSR"), which is subject to a buy-back right to repurchase the NSR for $3,000,000 and a 30-dayright-of-first-refusal by the Company to acquire all or part of the NSR on the same terms and conditions as set out in a notice provided to the Company by the holder (the "NSR ROFR"). In 2014, after obtaining additional VTEM airborne and Pt-Pd sampling data from Anglo American Exploration (Canada), the Company staked the Blue Lake South property to the southeast of the historic Blue Lake mineral deposit. During the year ended December 31, 2017, the Company elected to write-down the carrying value of the Blue Lake claims to $1 and most of the Blue Lake South claims were allowed to lapse. On July 21, 2020, the Company announced it staked 194 high priority claims in the Blue Lake South area and renamed all of the claims as the Blue Lake Property. On May 19, 2023, the Company completed the acquisition of 12 mineral claims from two vendors through the issuance of 1,000,000 common shares of the Company valued at $65,000 based on a closing price of $0.065 per common share and cash payment of $45,000 and a 1% net smelter royalty that can be repurchased at any time for a payment of $1,000,000. The Company was awarded 5 fractional mineral claims upon the dissolution of a La Fosse Special Mining Lease. The Blue Lake property now consists of 281 contiguous mineral claims.

SUBSCRIPTION RESEARCH BUSINESS

Capitalight Research Inc. operates a proprietary subscription research business which is focused on equity technical analysis, the fundamentals of gold, silver and critical metals sectors, and the North American economic environment. Capitalight Research publishes weekly and monthly research under several brands. Customers typically subscribe on an annual basis for several of the research products. Our subscriber base consists primarily of gold and silver mining companies interested in our commodity price forecasts, investment funds and wealth management companies interested in our bond and economic forecasts, and retail investors interested in technical analysis. Our clients use our research products to inform their investment decisions, make capital allocation decisions, complete treasury operations and complete business risk assessments.

As of June 30, 2023, Capitalight Research had five employees plus several writing consultants including Tom Brady, Dr. Martin Murenbeeld, and Ron Meisels. Patricia M. Mohr ceased to be a writing consultant on June 30, 2023.

The following are our subscription research brands:

Murenbeeld Gold Monitor

The internationally distributed Gold Monitor, founded by Martin Murenbeeld, has been published weekly for nearly 40 years. The Gold Monitor integrates a quantitative analysis of the bullish and bearish factors driving the price of gold with deep insights drawn from many

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years of experience monitoring gold markets. The report also features a scenario-based gold price forecast that is updated each quarter. The Gold Monitor assists mining sector companies, investment advisors and individual investors with their investment decisions.

Phases & Cycles

Phases & Cycles, founded by Ron Meisels, has been published daily for over 30 years. The P&C report provides independent short- and long-term oriented technical and behavior analysis of North American securities and indices (S&P 500, S&P 100, DOW, S&P/TSX, and TSE Indices). The report is published over 200 times per year and provides critical early warnings and alerts to potential price movements before they even occur. The P&C report assists investment advisors and individual investors with their investment decisions.

Silver Monitor

The Silver Monitor, authored by Dr. Tom Brady and Chantelle Schieven, features a monthly deep dive analysis into the underpinnings of the silver market. The Silver Monitor integrates quantitative analysis of market supply and demand factors driving the price of silver with macroeconomic factors and events. Past topics include interest rates, inflation, government policy, recessions, market volatility and the US dollar movements. The report also features a scenario-based silver price forecast that is updated each quarter. The Silver Monitor assists mining sector companies, investment advisors and individual investors with their investment decisions.

Critical Metals for a Sustainable World

Critical Metals for a Sustainable World provides quantitative assessments of copper, nickel, lithium and rare earth metals that are critical for the electrification of the global economy. Focusing on copper and nickel market developments, the report features 18-month price forecasts that are updated quarterly. Copper is critical for electrification and e-mobility. Nickel and lithium are critical for high-performance electric vehicle batteries. Rare earths including neodymium, praseodymium and dysprosium are critical for permanent magnets driving electric vehicle motors and wind turbine generators. The Critical Metals report assists mining and renewal sector companies, infrastructure stakeholders, investment advisors and individual investors with their investment decisions.

Economic Monitor

The monthly Economic Monitor is designed to give clients an overview of all aspects of the US and Canadian economies. The report features discussions of trending topics, interest rate and exchange rate forecasts, chart-based deep dives into the current state of the Canadian and US economies, and an analysis of GDP, employment data, inflation, housing market, and monetary policy. The report also features our propriety equity market valuation models, which are based on the principles of Benjamin Graham "the father of value-investing" where we model the S&P 500 index and TSX Composite index along with the ten GICS sectors for both indices. Subscribers also have access to our web-based interactive dashboards to aid in visualizing and evaluating data. The Economic Monitor assists investment advisors and individual investors with their investment decisions.

RESULTS OF OPERATIONS

The Company has three operating segments, consisting of the research business, mineral exploration properties and securities investments.

Financial Results for the six and three months ended June 30, 2023 and 2021

	Six Months Ended	Six months ended	Three months	Three months
	ended	ended
	June 30,	June 30,	June 30,	June 30,
	2023	2022	2023	2022
Research business segment
Research revenues	$ 335,130	$ 333,744	$ 179,826	$ 190,314
Research expenses
Payroll and benefits	178,364	186,017	88,866	103,584
Consultants and services	134,849	112,547	63,556	67,115
Office and administrative	28,295	46,093	12,601	29,071
Sales and marketing	7,735	14,344	1,207	3,184
Rent	11,112	-	5,556	-
Professional and legal fees	(2,653)	11,126	-	4,954
Travel expenses	4,257	7,802	379	5,582
Bad debts	34,994	5,211	27,525	1,408
Total research expenses	396,953	383,140	199,690	214,898
Research business segment income (loss)	(61,823)	(49,396)	(19,864)	(24,584)
Exploration properties segment
Mineral claim renewal fees	235,848	83	191,214	(336)
Total exploration and evaluation expenses	235,848	83	191,214	(336)
Exploration properties segment income (loss)	(235,848)	(83)	(191,214)	336
Investment segment

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Consulting revenues	31,674	27,900	31,674	-
Realized gain on investments	-	-	-	-
Unrealized (loss) gain on investments	(4,093)	659,690	(8,186)	262,267
Investments income	46,177	56,071	26,481	-
Total investment segment income (loss)	73,758	743,661	49,969	262,267
Total segments income (loss)	(223,913)	694,182	(161,109)	238,019
General and administrative expenses
Consulting fees	140,000	130,755	61,500	68,505
Professional and legal fees	80,100	176,089	62,100	87,336
Office and administrative	12,162	14,291	7,515	10,002
Public filing fees	3,095	-	325	-
Insurance expenses	5,440	369	2,735	(278)
Total general and administrative expenses	240,797	321,504	134,175	165,565
Interest expense	1,026	289,353	421	124,136
Depreciation	220	183	110	110
Amortization of brand value	4,306	4,705	2,153	3,137
Accretion	-	172,039	-	98,222
Loss on remeasurement of credit facility	-	55,499	-	-
Foreign exchange (gain) loss	8,766	1,039	8,629	407
Net (loss) income and comprehensive (loss) income	$ (479,028)	$ (150,140)	$ (306,597)	$ (153,558)

Discussion of the six months ended June 30, 2023 and 2022

The Company realized a net loss and comprehensive loss of $479,028 (2022: net loss and comprehensive loss of $150,140).

The research business segment generated a loss of $61,823 (2022: loss of $49,396). Research revenues increased to $335,130 (2022:

$333,744). Research expenses increased to $396,953 (2022: $383,140).

The exploration segment generated a loss of $235,848 (2022: loss of $83) from the acquisition and renewal of mineral claims.

The investment segment generated income of $73,758 (2022: income of $743,661).

General and administrative costs decreased to $240,797 (2022: $321,504) due to a significant reduction in legal fees. Discussion of the three months ended June 30, 2023 and 2022

The Company realized a net loss and comprehensive loss of $306,597 (2022: net loss and comprehensive loss of $153,558).

The research business segment generated a loss of $19,864 (2022: loss of $24,584). Research revenues decreased to $179,826 (2022:

$190,314). Research expenses decreased to $199,690 (2022: $214,898).

The exploration segment generated a loss of $191,214 (2022: loss of $336) from the acquisition of mineral claims.

The investment segment generated income of $49,969 (2022: income of $262,267).

General and administrative costs decreased to $134,175 (2022: $165,565).

STATEMENT OF FINANCIAL POSITION

Cash and Cash Equivalents

Cash and cash equivalents decreased to $1,555,392 (December 31, 2022: $2,123,977) and are deposited with major financial institutions in Canada.

Accounts Receivable

Accounts receivables increased to $42,053 (December 31, 2022: $26,648). Except for investment evaluation revenues, all research division accounts receivable over 90 days are fully provisioned as bad debts unless subsequently collected.

Investments

As of June 30, 2023, the investment portfolio consisted of the following marketable securities:

• 409,333 common shares of Prospector Metals Corp. (TSXV: PPP) with a market value of $57,307 based on the closing price.
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