2025 – Q2 Management Discussion & Analysis

August 20, 2025

Unless the context suggests otherwise, references to "the Company", "Yangaroo", or similar terms refer to YANGAROO Inc. This Management's Discussion & Analysis ("MD&A") is a discussion and review of operations, current financial position, and outlook for Yangaroo and should be read in conjunction with the audited financial statements for the years ended December 31, 2024 and 2023 (the "Financial Statements"), which are prepared in accordance with IFRS Accounting Standards ("IFRS"). The information below is prepared in accordance with IFRS and is presented in United States dollars, unless otherwise noted.

The Company's reporting structure reflects how it manages its business and how it classifies its operations for planning and for measuring its performance. This MD&A contains assertions about the objectives, strategies, financial conditions, outlook, revenue guidance, EBITDA guidance, and results of operations. These statements are considered "forward-looking" because they are based on current expectations of the Company's business, in those markets in which it operates, and on various estimates and assumptions.

These forward-looking statements describe the Company's expectations at August 20, 2025. The Company's actual results could be materially different from its expectations if known or unknown risks affect the business, or if the Company's estimates or assumptions turn out to be inaccurate. As a result, the Company cannot guarantee that any forward-looking statements will materialize. Forward-looking statements do not take into account the effects that transactions or non-recurring items, announced or occurring after the statements are made, may have on the business. The Company disclaims any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available through future events or for any other reason. Risks that could cause the Company's actual results to differ materially from its current expectations are stated in the Risk Management section.

The following non-IFRS definitions are used in this MD&A because management believes that they provide useful information regarding the Company's ongoing operations. Readers are cautioned that the definitions are not recognized measures under IFRS, do not have standardized meanings prescribed by IFRS, and should not be construed to be alternatives to revenues and net earnings determined in accordance with IFRS or as an indicator of performance, liquidity or cash flows. The Company's method of calculating these measures may differ from the methods used by other entities and accordingly, these measures may not be comparable to similarly titled measures used by other entities or in other jurisdictions. EBITDA as defined by the Company means Earnings Before Interest and Financing costs (net of interest income), Income Taxes, Depreciation and Amortization. EBITDA is derived from the statements of comprehensive income (loss) and can be computed as revenues less salaries and consulting expenses, technology and production expenses, marketing and promotion expenses, general and administrative expenses, any gain (loss) on the remeasurement of fair value and contingent consideration, foreign exchange (gain) loss, and any non-recurring items such as restructuring expenses, government subsidies, and goodwill impairment. Normalized EBITDA as defined by the Company means EBITDA adjusted for one-time non-recurring

items or non-cash items such as share-based compensation expenses, restructuring expenses, acquisition fees, foreign-exchange (gains) loss, revaluation on contingent consideration, revaluation of embedded liabilities, acquisition related settlement gains, and goodwill impairment. EBITDA margin and Normalized EBITDA margin as defined by the Company means EBITDA and Normalized EBITDA, respectively, as a percentage of revenue.

Working capital, as defined by the Company, means current assets less current liabilities.

Liquidity, as defined by the Company, means cash plus available capacity in the Company's revolving credit facility.

The Company believes EBITDA, EBITDA margin, Normalized EBITDA, Normalized EBITDA margin, liquidity, and working capital are useful measures because they provide information to both management and investors with respect to the operating and financial performance of the Company.

Yangaroo is a technology provider serving the media and entertainment industry through its cloud-based software platforms for the management and distribution of digital media content. The Company's core product, Digital Media Distribution System ("DMDS"), is a patented platform that enables customers to manage, deliver, and promote digital assets through a centralized and fully integrated workflow.

DMDS connects directly with radio and television broadcasters, digital display networks, over-the-top (OTT) and connected TV (CTV) platforms, and video publishers, streamlining the digital asset management and delivery of advertising content, promotional content, music tracks, and music videos. Yangaroo also provides a platform to streamline and coordinate award show submissions and adjudication. Both platforms are designed to improve operational efficiency, reduce turnaround times, and ensure secure, trackable distribution across business-to-business communications.

YANGAROO Inc. is publicly traded and was incorporated on July 28, 1999, under the laws of Ontario as Musicrypt.com Inc. and changed to its present name on July 17, 2007. Yangaroo trades on the TSX Venture Exchange ("TSX-V") under the symbol YOO and in the U.S. under OTCPK: YOOIF.

The address of the Company's corporate office and principal place of business is 360 Dufferin Street, Suite 203, Toronto, Ontario, M6K 1Z8.

During the second quarter ended June 30, 2025, the Company experienced a 15% decline in revenue compared to the same quarter a year ago. The Company attributes the recent decline in part to ongoing geopolitical tensions and protectionist trade measures implemented by the U.S. government. The resulting tariff-related cost increases have led many brands to balance between absorbing a significant share of these expenses and selectively passing them on to consumers. For those prioritizing price competitiveness, the added cost pressures have eroded margins, leading to tighter cost controls and, in some cases, reductions in discretionary spending such as marketing. In the Company's view, this cautious spending environment has

directly impacted the performance of Yangaroo's Advertising division. Despite these events and headwinds, the Company's continued emphasis on operational efficiency and disciplined cost control led to a smaller negative impact on operating income than expected.

For the three months ended June 30, 2025, the Company's operating income and Normalized EBITDA also decreased year over year to a loss of $18,777 and Normalized EBITDA of $220,909, respectively, from an operating income of $110,704 and Normalized EBITDA of $337,818 in Q2'2024. This was largely attributed to the decrease in revenue. Although the Company's efforts to enhance operational efficiency through strategic cost reductions across headcount, marketing, and technology expenses has significantly reduced operating expenses, the reduced revenue still resulted in an operating loss this quarter. Despite this, the Company remains confident in its ability to overcome a challenging environment and the resilience of its operating income, which still generated positive cash flows from operations of $401,416 and resulted in the Company's twelfth consecutive quarter of positive Normalized EBITDA.

The Advertising Division, Music Division, and Awards Division all experienced a decline in delivery volumes and sales per customer year over year.

• Advertising Division

  • Revenue of $1,172,568 in Q2'2025 versus revenue of $1,394,928 in Q2'2024

• Entertainment Group (Music & Awards Divisions)

  • Revenue of $478,873 in Q2'2025 versus revenue of $554,761 in Q2'2024

• Normalized EBITDA

  • Twelfth consecutive quarter of positive Normalized EBITDA:

    $220,909 in Q2'2025	$211,061 in Q4'2023
    $264,251 in Q1'2025	$266,269 in Q3'2023
    $540,504 in Q4'2024	$541,952 in Q2'2023
    $466,458 in Q3'2024	$116,293 in Q1'2023
    $337,818 in Q2'2024	$833,974 in Q4'2022
    $237,581 in Q1'2024	$ 1,927 in Q3'2022

• Cash Flow from Operating Activities

  • Net cash from operating activities was $401,416 in Q2'2025 versus $525,087 in Q2'2024

The Advertising Division continued to actively seek opportunities to expand the use of services by existing clients. Our ancillary production services, including short-form versioning for Direct Response customers and long-form digitization, continued to attract new project-based opportunities. Our closed captioning and analytics services completed a full-service offering, which enabled us to integrate Millenia3's clients into our workflows and technology seamlessly. Innovation has always remained a priority, and with our development team, we continuously improved the DMDS platform to streamline business-to-business workflows and expand platform capabilities for enhanced self-service use. Specifically, we have been focused on optimizing our TV Traffic Instruction workflow and enhancing our TV Legal Clearance

offering, connecting the necessary broadcasters across North America. Overall, our advertising platform is evolving into a comprehensive solution for managing advertising logistics across both linear and digital destinations and the advancements in the Advertising Division demonstrate our ability to adapt in a dynamic market environment. We remain optimistic that some of the larger business development prospects will convert to sales, further strengthening our financial performance and market presence.

The Entertainment Group, comprising our Music and Awards Divisions, maintained steady customer volumes and revenue throughout the prior year, experiencing no significant volatility. The slight decline in our Music Division's music video distribution delivery has now stabilized, and we continue to build on expanding our music track promotional and distribution services to major music labels and independent music artists across North America. The Award Shows division has several multi-year agreements and long-standing client relationships. Furthermore, towards the end of 2024, the development team completed Yangaroo Awards v3, which included updating the submission and administration tools. The development focused on enhanced management features, an improved user interface, and a stronger security posture. The new Awards Platform solution is more accessible, which allows us to offer a broader solution and cater to a larger Award Show market going forward. Overall, both divisions are poised to benefit from our investments in technology.

DMDS saw substantial enhancements across both the Analytics Dashboard and the Clearance Platform. The integration of the Millennia3 team facilitated updates to our traffic management tools and provided more detailed advertising campaign data to destinations, seamlessly connecting to our TV Traffic integration with WideOrbit, where available. The Analytics Dashboard underwent major interface updates, improving visibility into traffic and occurrence data and incorporating additional advertising performance metrics from third-party providers. This is now presented to the customers in a single live dashboard with downloadable reporting. Additionally, the TV Legal Clearance platform has continued to evolve with enhancements to the submission and reporting components, streamlining the tracking of submissions and any ongoing substantiations.

The three months ended June 30, 2025, mark the twelfth consecutive quarter of positive Normalized EBITDA. This achievement reflects our strategic focus on operational efficiency and client satisfaction, as well as our commitment to organic growth, as we explore various opportunities within the advertising and entertainment markets. However, our growth strategy is not only limited to organic growth. We also actively seek merger and acquisition opportunities that align with our vision and enhance our market position.

During 2025, Yangaroo remains focused on executing its growth strategy, expanding its customer base, and investing in its platforms. Compared to previous years, we expect the advertising and entertainment markets for the long term to stabilize and become more predictable. As a result, the Company continues to be well-positioned to capitalize on organic and non-organic growth opportunities.

SELECTED FINANCIAL INFORMATION

The following table summarizes the Company's overall performance for the quarters ended June 30, 2025, 2024, and 2023.

Net Income (Loss) and Comprehensive Income (Loss) for the Year

(281,168) (129,031) 36,218

* A non-IFRS measure. See "Non-IFRS financial measures" for definitions and reconciliation of non-IFRS measures to the relevant IFRS measures.

Statements of Net Income (Loss) and Comprehensive Income (Loss)

Three Months Ended Six Months Ended

Income/(Loss) fr Operations Other Income (E Acquisition Relat

Gain/(Loss)

Liability

Income Tax

• Revenue for the three ("Q2'2025") and six months ended June 30, 2025, were $1,651,441 and

  $3,433,499 compared to $1,949,689 and $3,872,319 for the three ("Q2'2024") and six months ended June 30, 2024, respectively.

  • Q2'2025 revenue decreased by $298,248, or 15%, versus Q2'2024. The decrease in revenue was due to lower Advertising and Entertainment revenue with a decrease of $222,360, or 16%, and

    $75,888, or 14%, respectively. The decrease in Advertising revenue is due to the recent geopolitical tensions and trade protectionism measures implemented by the U.S. government. These have contributed to a significantly more cautious spending approach by brands and advertisers, impacting the overall performance of the Advertising division compared to the prior year's delivery volume. The decrease in Entertainment revenue is related to the reduced music video deliveries.

  • Revenue decreased by $438,820, or 11%, in the first six months of 2025, compared to the same period of 2024. The decrease in revenue is again attributed to lower Advertising revenue of

    $352,379, or 12%, as well as decreased Entertainment revenue of $86,441, or 9%.

• Operating expenses in Q2'2025 and the first six months of 2025 were $1,670,218 and $3,427,752, compared to $1,838,985 and $3,744,244 in the second quarter of 2024 and in the first half of 2024, respectively.

  • Q2'2025 operating expenses decreased by $168,767, or 9%, versus Q2'2024. The decrease in operating expenses is primarily attributed to lower salaries and consulting, general and administrative, technology and production, and marketing and promotion expenses, offset by higher depreciation for the quarter.

  • Operating expenses decreased by $316,492, or 8%, in the first six months of 2025, compared to the same period of 2024. The decrease in operating expenses is again primarily attributed to lower salary and consulting, general and administrative, technology and production, and marketing and promotion expenses, offset by higher depreciation for the first half of the year.

• Normalized EBITDA in Q2'2025 and the first six months of 2025 were $220,909 and $485,159, compared to $337,818 and $575,399 in Q2'2024 and in the first six months of 2024, respectively.

  • Q2'2025 normalized EBITDA decreased by $116,909 compared to Q2'2024. The decrease is primarily attributed to the overall lower revenue, offset by lower operating expenses

  • Normalized EBITDA decreased by $90,240 in the first six months of 2025, compared to the same period of 2024. The decrease is again primarily attributed to overall lower revenue, offset by lower operating expenses.

The information below has been prepared in accordance with IFRS Accounting Standards and is unaudited quarterly information.

For the three months ended June 30, 2025, revenue was $1,651,441, a decrease of $298,248 over the same period in 2024 and a decrease of $130,617 from the previous quarter (Q1'2025 - $1,782,058).

• Advertising

  The Company earned advertising revenue of $1,172,568 in the second quarter, a decrease of $222,360 over the same period in 2024 and a decrease of $221,980 versus the previous quarter (Q1'2025 -

  $1,394,548). The decrease year over year and compared to the previous quarter was primarily attributed to a temporary slow-down in the advertising industry due to the trade protectionism implemented by the US government. Brands and advertisers have chosen to be cautious in their spending which impacted the Advertising sector and resulted in a corresponding decline in our sales.

• Entertainment

  The Company earned entertainment revenue of $478,873 in the current quarter, representing a decrease of $75,888 over the same period in 2024 and an increase of $91,363 versus the previous quarter (Q1'2025 - $387,510). The decrease from the prior year was primarily attributed to lower volumes amongst Music customers, while the increase from the previous quarter was primarily attributed to seasonality in the Music Division and the Awards cycle.

  Revenue Six Months Ended June 30, 2025

  For the six months ended June 30, 2025, revenue was $3,433,499, a decrease of $438,820 over the same period in 2024.

  	Jan - Jun 2025	Jan - Jun 2024	$ Change	% Change
  Advertising Division	$2,567,116	$2,919,495	($352,379)	(12%)
  Entertainment Division	$866,383	$952,824	($86,441)	(9%)
  Total Revenue	$3,433,499	$3,872,319	($438,820)	(11%)

• Advertising

  The Company earned advertising revenue of $2,567,116 in the first six months of 2025, a decrease of

  $352,379 over the same period in 2024. The decrease year over year was primarily attributed to a temporary slowdown in the advertising industry due to the trade protectionism implemented by the US government. Brands and advertisers have chosen to be cautious in their spending, which has impacted the Advertising sector and resulted in a corresponding decline in our sales.

• Entertainment

  The Company earned entertainment revenue of $866,383 in the first six months of 2025, representing a decrease of $86,441 over the same period in 2024. The decrease from the prior year was primarily attributed to lower volumes amongst Music customers.

  Operating Expenses Three Months Ended June 30, 2025

  Total operating expenses for the three months ended June 30, 2025, were $1,670,218, a decrease of

  $168,767 over the prior year period and a decrease of $87,314 from the previous quarter (Q1'2025 -

  $1,757,532).

  	Q2 2025	Q2 2024	$ Change	% Change
  Salaries and Consulting	$1,055,762	$1,144,470	($88,708)	(8%)
  Depreciation of Property and Equipment	$228,835	$213,467	$15,368	7%
  General and Administrative	$208,663	$239,156	($30,493)	(13%)
  Technology Development	$128,330	$155,088	($26,758)	(17%)
  Marketing and Promotion	$48,628	$73,159	($24,531)	(34%)
  Acquisition Fees	-	1,463	($1,463)	(100%)
  Restructuring Expense	-	$12,182	($12,182)	(100%)
  Total Operating Expenses	$1,670,218	$1,838,985	($168,767)	(9%)

• Salaries and Consulting

  Salaries and consulting expenses for Q2'2025 were $1,055,762, representing a decrease of $88,708 over the same period in the prior year and a decrease of $60,196 from the previous quarter (Q1'2025 -

  $1,115,958). This decrease was due to the efforts made in the second half of 2024 to streamline headcount and the strategic optimization plan to improve operating efficiency. Q2'2025 also had a non-cash, share-based compensation expense of $10,851 compared to $nil for the same quarter a year ago.

• Marketing and Promotion

  Marketing and promotion expenses for the three months ended June 30, 2025, were $48,628, representing a decrease of $24,531 versus the prior year period and a decrease of $6,920 versus the prior quarter (Q1'2025 - $55,548). The decrease year over year was primarily due to reduced marketing and sales activities as the Company focused on business optimization. There was also a slight increase during the Q1'2025 to market the business and attract new customers at the start of the current year.

• General and Administrative

  General and administrative expenses for the three months ended June 30, 2025, were $208,663 representing a decrease of $30,493 over the same period in the prior year and a decrease of $8,982 from the previous quarter (Q1'2025 - $217,645). The decrease in both cases was primarily due to lower bad debt expense, as well as insurance, telephone, and internet expenses, offset by higher professional service fees associated with legal mediation.

• Technology Development

  Technology development expenses for the three months ended June 30, 2025, were $128,330, representing a decrease of $26,758 over the same period in the prior year and a decrease of $24,168 from the previous quarter (Q1'2025 - $152,498). The decrease was primarily attributed to decreased development expenses as well as decreased co-location expenses.

  Operating Expenses Six Months Ended June 30, 2025

  Total operating expenses for the six months ended June 30, 2025, were $3,427,752, a decrease of $316,492 or 8% over the prior year period.

  	Jan - Jun 2025	Jan - Jun 2024	$ Change	% Change
  Salaries and Consulting	$2,171,721	$2,329,870	($158,149)	(7%)
  Depreciation of Property and Equipment	$444,719	$433,679	$11,040	3%
  General and Administrative	$426,308	$435,483	($9,175)	(2%)
  Technology Development	$280,828	$377,693	($96,865)	(26%)
  Marketing and Promotion	$104,176	$153,874	($49,698)	(32%)
  Acquisition Fees	-	$1,463	($1,463)	(100%)
  Restructuring Expense	-	$12,182	($12,182)	(100%)
  Total Operating Expenses	$3,427,752	$3,744,244	($316,492)	(8%)

• Salaries and Consulting

  Salaries and consulting expenses for the first six months of 2025 were $2,171,721, representing a decrease of $158,149 over the same period in the prior year. This decrease was due to the efforts made in the second half of 2024 to streamline headcount and the strategic optimization plan to improve operating efficiency. The first six months of 2025 also had a non-cash, share-based compensation expense of $34,693 compared to $nil for the same period a year ago.

• Marketing and Promotion

  Marketing and promotion expenses for the first six months of 2025 were $104,176, representing a decrease of $49,698 versus the prior year period. This decrease was primarily due to reduced marketing and sales activities as the Company focused on business optimization.

• General and Administrative

  General and administrative expenses for the first six months of 2025 were $426,308 representing a decrease of $9,175 over the same period in the prior year. The decrease was primarily due to lower bad debt expense, as well as insurance, telephone, and internet expenses, offset by higher professional service fees associated with legal mediation.

• Technology Development

Technology development expenses for the first six months of 2025 were $280,828, representing a decrease of $96,865 over the same period in the prior year. The decrease was primarily attributed to decreased development expenses as well as decreased co-location expenses.

The Company generated a net and comprehensive loss of $281,168 in Q2'2025, an increased loss of

$152,137 from the same period in the prior year (Q2'2024 - net loss of $129,031) and an increased loss of

$152,361 versus the previous quarter (Q1'2025 - net loss of $128,807).

The Company generated net loss and comprehensive loss of $409,976 in the first six months of 2025, an increased loss of $296,510 from the same period in the prior year.

The increase to net loss was attributed to unfavourable foreign exchange movement as well as the effect of seasonality and the current geopolitical ramifications of the US trade protectionism on the business. Details are provided in the "Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024".

The Company defines EBITDA as net income or loss before interest, income taxes, and amortization. Normalized EBITDA removes the fair value adjustment of convertible debt, the fair value adjustment of contingent consideration, any restructuring expenses, share-based compensation, foreign exchange gains

and losses, the acquisition related settlement gain, and any impairment loss on Goodwill from EBITDA. Management uses these measures in managing the business and making operational decisions. EBITDA and Normalized EBITDA are not intended as substitutes for IFRS measures.

For the three months ended June 30, 2025, the Company's Normalized EBITDA was $220,909, representing a decrease of $116,909 over the same period in the prior year (Q2'2024 - $337,818) and a decrease of

$43,342 from the previous quarter (Q1'2025 - $264,251). The decrease was primarily attributed to the decrease in overall revenue during the quarter. The Company believes that the current geopolitical situation and the trade protectionism measures implemented by the US government contributed to a significantly more cautious spending approach by brands and advertisers.

For the six months ended June 30, 2025, the Company's Normalized EBITDA was $485,159 representing a decrease of $90,240 over the same period in the prior year. The decrease was also primarily attributed to the decrease in overall revenue related to the current geopolitical situation as well as the decline in music video deliveries.

* A non-IFRS measure. See "Non-IFRS financial measures" for definitions and reconciliation of non-IFRS measures to the relevant IFRS measures

* A non-IFRS measure. See "Non-IFRS financial measures" for definitions and reconciliation of non-IFRS measures to the relevant IFRS measures

During the three months ended June 30, 2025, the Company capitalized product development costs of

$182,940 (Q2'2024 - $173,158). During the six months ended June 30, 2025, the Company capitalized product development costs of $311,660 (2024 - $343,201).

The significant capitalized projects for the three and six months ended June 30, 2025, consisted of developing new features in the Advertising, Awards, and Music platforms, such as the continued development of the Analytics and Clearance solutions, the integration of Millenia3's functionality into the DMDS platform, and the redesigned Submission platform for Awards. In assessing whether costs can be capitalized for improvements, we exercised significant judgment when considering the extent of the improvement and whether it was substantial, sufficiently separable, and expected to derive future economic benefits from the improvement itself. Factors considered in assessing the extent of the improvement include, but are not limited to, the degree of change in functionality, the impact of the project on our ability to attract customers to our products, and the increase in customer engagement with our products. Costs that do not meet these criteria, such as enhancements and routine maintenance, are expensed when incurred. Future economic benefits from these capitalized projects include net cash flows from future advertising and music revenue, which are dependent upon our ability to attract customers to our products and increase customer engagement with our products, and may also include anticipated cost savings, depending upon the nature of the development project.

• On January 2, 2025, the Company issued 500,000 RSUs to Mr. Kanniah, the Company's Chief Financial Officer. These RSUs vest fully on the second anniversary of the grant date, upon which they will be payable in cash or in common shares, or a combination of both, at the discretion of the Company, subject to the terms of the Plan.

• On March 10, 2025, the Company issued 2,000,000 RSUs to Mr. Schuetrumpf, the Company's Chief Executive Officer. 1,000,000 of these RSUs are subject to certain performance requirements and as such will vest on the later of either the satisfaction of the performance requirements or March 7, 2026. The remaining 1,000,000 RSUs will vest on March 7, 2027, upon which they are expected to be settled through the issuance of common shares.

• The TSX Venture Exchange (the "Exchange") approved a previously disclosed shares for services arrangement (the "Shares for Services Arrangement") entered into between the Company and Grant Schuetrumpf, whereby the Company had agreed to pay to Mr. Schuetrumpf the lesser of USD $2,500 per month and CAD $5,000 per month (less applicable withholding taxes) (the "Monthly Share Compensation Value") in addition to Mr. Schuetrumpf's existing salary, by way of share issuance. For the months of January through April 2025, the Company issued 200,350 common shares of the Company (the "Shares"), at a price per share of $0.0375 with respect to 62,469 Shares for the month of January and $0.05 per share with respect to the remaining Shares for the months of February through April. The Shares are subject to hold period of 4 months imposed by the policies of the Exchange, expiring July 11, 2025. No new insiders will be created, nor will any change of control occur, as a result of the issuance of the Shares. Additional issuances under the Shares for Services Arrangement will be disclosed in future news releases.

• On June 6, 2025, Mr. Schuetrumpf exercised 500,000 stock options for 500,000 common shares of the Company with an exercise price of $0.0375 per share.

• The Company received a notice from OTC Markets Group indicating that the OTC Pink Market will be discontinued as of July 1, 2025. YANGAROO's shares currently trade on the OTC Pink Market under the symbol YOOIF. The Company does not intend to take the necessary steps to upgrade the Company's shares to the OTCID Basic Market at this time however may elect to do so at a future time. This may affect the liquidity of the Company's shares on the OTC Markets.

• On June 3, 2025, the Company reached a settlement agreement of $60,000 with one of the defendant shareholders related to the ongoing lawsuit against the former shareholders of Digital Media Services Inc. ("DMS"). This lawsuit is related to the acquisition of DMS in 2021. As part of the acquisition, the Company acquired DMS' customer lists and contracts; however, DMS' largest customer terminated their contract, significantly reducing DMS' value, and DMS did not disclose that information as part of the due diligence before the purchase. The Company proceeded to sue the former shareholders, as well as the accounting firm responsible for the due diligence in the acquisition, for breach of contract. The Company is expecting to reach further settlements with the other responsible parties in the future.

• On June 26, 2025, the Company's credit facility reached its maturity date. The Company was not in compliance with the covenants related to the facility at this date, but the Bank provided a waiver to temporarily extend the loan and was in ongoing discussions to renegotiate both the term and covenants of the Credit Facility.

As at June 30, 2025, the Company had a cash balance of $271,234 and working capital deficiency of

$2,140,887. As at June 30, 2025, the Company had no capital commitments other than as disclosed in the financial statements.

The Company has a revolving credit facility in the amount of $1,282,750 with $897,925 drawn down as at June 30, 2025. Borrowings are due on demand and bear interest at the bank's prime rate plus 1.95% per annum.

The Company does not have any off-balance sheet arrangements, other than as disclosed in the financial statements.

Key management personnel include the persons having 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 members of the Board and corporate officers, including the Company's Chief Executive Officer, Chief Financial Officer, and Chief Technology Officer.

In addition to their salaries, key management personnel also participate in the Company's share option program. During the six months ended June 30, 2025, there were no other related party transactions.

Key management personnel compensation for the six months ended June 30, 2025, was:

* Short-term employee benefits include bonuses, vacation pay and commission.

As at June 30, 2025, $34,818 (June 30, 2024 - $38,358) owing to officers and directors of the Company was included in trade and other payables. The amounts owing are unsecured, non-interest bearing, and due on demand.

Details are disclosed in notes to the Financial Statements.

The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements include the following: share-based payments, revenue recognition, investment tax credits, functional currency, collectability of accounts receivable, and capitalized development costs. Please refer to the Financial Statements for further information.

Disclosure controls and procedures within the Company have been designed to provide reasonable assurance that all relevant information is identified to its management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow required disclosures to be made in a timely fashion.

Internal controls over financial reporting have been designed by management, under the supervision of and with the participation of the Company's CEO and CFO, to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the financial statements do not contain any untrue statements of material fact or omit to state a material fact that is required or that is necessary to ensure a statement is not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the financial statements fairly present in all

material respects the financial condition, results of operations, and cash flow of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 -Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing such a certificate are not making any representations relating to the establishment and maintenance of:

1. controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings, or other reports filed or submitted under securities legislation is recorded, processed, summarized, and reported within the time periods specified in securities legislation; and

2. a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP (IFRS).

   The Company's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.

   Risk Management

   The Company is exposed to a variety of risks, including, but not limited to the risks set out below. The Company considers these risks the most significant to potential investors, but not all of the risks associated with an investment in securities of YANGAROO Inc.

   Financial Risk Management

   Risk management is carried out by management under policies approved by the Board of Directors. Management is charged with the responsibility of establishing controls and procedures to ensure that financial risks are mitigated in accordance with the approved policies.

   1. Market Risk:

      Market risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in the market prices. Market risk is comprised of three types of risk such as foreign currency risk, interest rate risk, and other price risk. Two types of risk are applicable to the Company:

      1. Currency Risk:

         The Company operates internationally, and the US dollar ("USD") is the presentation currency. The Company, however, does have revenues, expenses, assets, and liabilities denominated in currencies other than USD, primarily the Canadian dollar ("CAD"). The principal foreign currency risk as at

         June 30, 2025, is therefore the CAD.

         A 5% change in exchange rates would result in a $150,316 impact on profit or loss. Financial instruments and lease obligations in CAD currency at June 30, 2025, are as follows:

         	USD
         Cash	$25,954
         Accounts Receivable	173,501
         Prepaid and Sundry Assets	72,861
         Contract Assets	5,742
         Total Assets	$278,058
         Trade and Other Payables	484,334
         Revolving Credit Facility	897,925
         Convertible Debentures	596,030
         Term Loan	1,051,639
         Capital Lease Obligation	239,953
         Contract Liabilities	14,500
         Total Liabilities	$3,284,381
         Net Liability Exposure	$3,006,323

      2. Interest Rate Risk:

         Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk is limited to potential decreases on the interest rate offered on cash held with chartered Canadian financial institutions and potential increases on the prime rate applied on the revolving credit facility available to the Company. The Company's revolving credit facility, term loan and convertible debt are floating interest rate facilities. A 100 bps or 1% increase in the floating rate would result in a $25,456 impact on profit or loss assuming all other factors are kept stable.

   2. Credit Risk:

      Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the Company consists primarily of non-payment of accounts receivable.

      The Company mitigates this risk by monitoring the credit worthiness of its customers and by offering the platform service to numerous smaller customers. As at and during the six months ended June 30, 2025, approximately 13% (June 30, 2024 - 20%) of accounts receivable and 18% (June 30, 2024 - 18%) of revenue are from two customers, respectively.

      The definition of items that are past due is determined by reference to payment terms agreed to with individual customers, which are normally within 30 to 90 days.

      Aging of trade receivables are as follows:

      	June 30, 2025	December 31, 2024
      0 to 30 days	$854,125	$1,097,142
      31 to 60 days	132,980	105,355
      Over 60 days	254,294	293,978
      Total	$1,241,399	$1,496,475

      Continuity of estimated credit losses:

      	June 30, 2025	December 31, 2024
      Balance, Beginning of Period	$202,598	$179,684
      Accounts Written Off	(114,361)	-
      Remeasurement of Loss Allowance	15,000	22,914
      Balance, End of Period	$103,237	$202,598

      The Company's allowance for doubtful accounts as at June 30, 2025, is $103,237 (December 31, 2024 -

      $202,598). Management believes that the expected credit loss allowance is adequate.

   3. Liquidity Risk:

      Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company's policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

      The Company manages its liquidity risk by forecasting cash flows from operations and anticipating investing and financing activities. Senior management is also actively involved in the review and approval of planned expenditures.

      Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses. To achieve this objective, the Company prepares annual capital expenditure budgets, which are regularly monitored and updated as considered necessary.

      The Company manages liquidity risk on the basis of expected maturity dates.

      The following tables present the financial liabilities at June 30, 2025, by their remaining contractual maturity (contractual and undiscounted cash flows).

      Lease Obligations

      Contract Liabilities

      Term Loan

      Facility

      Trade &

      Other Payables

      Revolving

      Credit Facility

      Convertible Total Debt

      < 1 year	$181,618	$57,606	$1,046,746	$1,000,525	$897,925	-	$3,184,420
      1- 3 years	258,895	-	-	-	-	512,336	771,231
      Balance at June 30,	$440,513	$57,606	$1,046,746	$1,000,525	$897,925	$512,336	$3,955,651
      2025

      Lease Contract Term Loan Trade & Obligations Liabilities Facility Other					Revolving Convertible Credit Debt Total
      				Payables	Facility
      < 1 year	$172,828	$87,738	$1,197,822	$1,138,063	$729,750	-	$3,326,201
      1- 3 years	330,880	-	-	-	-	361,775	692,655
      Balance at December	$503,708	$87,738	$1,197,822	$1,138,063	$729,750	$361,775	$4,018,856
      31, 2024

      At present, the Company expects to either pay its liabilities or renew its debts at their contractual maturity. In order to meet such cash commitments, the Company expects to complete modifications of its existing debt during fiscal year 2025 and that operating activities will generate sufficient cash inflows to cover the rest. Although the Company's credit facility reached its maturity date on June 26, 2025, the Bank provided a waiver to temporarily extend the loan and is in ongoing discussions to renegotiate both the term and covenants of the credit facility. The Company is expecting to successfully negotiate a 12-month extension within the near future.

   4. Trade Barrier Risks:

The rapidly evolving landscape stemming from the executive orders signed by the President of the United States regarding new tariffs and subsequently retaliatory tariffs by the Canadian government and other trade protectionist measures implemented are expected to create volatility in the Advertising industry. The Company is actively assessing the direct and indirect future impacts to its business as this situation develops. The magnitude of the impact remains unknown as at the date.

Operational Risks

• Seasonality of advertising revenue. Advertising rates and revenues are impacted by seasonal cycles, which may cause our quarterly earnings to vary. Generally, lower revenue is generated in the 1stand 3rdquarters of the year and higher revenue is generated in the 2ndand 4thquarters of the year. This seasonality could impact our ability to generate predictable revenue and our ability to effectively manage such cycles may adversely impact our business, financial condition and results of operations, including cash flow.

• Dependent on the internet as a medium for business and communication. Our business depends on the use of the internet. It's possible that delays in technological or procedure development to support internet use, increased government regulation, or other issues or interruptions that could affect internet use could impact our business.

• Online commerce security. Successful online commerce and communications must provide a secure transmission of confidential information over public networks. Despite implementation of security measures, it's possible our security measures may not prevent security breaches that could harm our business. It's possible that a party can illicitly obtain a user's password could access the user's personal data. In addition, any parties that can circumvent our security measures could acquire proprietary information, or cause interruptions in our operations or otherwise damage our reputation and business. Any such compromise of our security could harm our reputation and, therefore, our business.

• Network security. Despite the implementation of security measures, our network infrastructure could be vulnerable to unforeseen issues. It's possible we could experience service interruptions in service due to accidental or deliberate actions of third parties or current and former employees. Unknown security risks may present themselves and the Company could face liability for this. This could also deter new customers. All of the foregoing could have a material adverse effect on our business, financial condition or results of operations.

• The ability to generate revenue and control operating costs. Although we have experienced a sixth consecutive quarter of positive Normalized EBITDA generation, there is no guarantee that this will continue or that we will continue to be able to generate steady revenues or control operating costs, especially if we expand our business.

• Impact of human error. Despite implementing robust training programs and operational protocols, our organization remains vulnerable to human error. Mistakes made by employees, whether due to insufficient training, oversight, or simple human fallibility, can lead to disruptions in our operations. These errors can result in data breaches, compliance failures, and operational inefficiencies, potentially causing financial losses and damage to our reputation. Additionally, human errors can undermine customer trust and deter potential clients, ultimately having a material adverse effect on our business, financial condition, or results of operations.

• Customer concentration risk. The Company is making efforts to grow its business, including its customer base, however the concentration of a significant portion of revenues in a small number of customers from time to time could have a material adverse effect on the Company in the event of the loss of any one or more of these customers.

• Intellectual property. The Company's business is based on its proprietary technology and the success of the Company's business depends in part upon protection of its intellectual property rights and technology. Despite efforts to protect our intellectual property, including through the use of restrictive language in our customer agreements and confidentiality provisions in our employment and contractor agreements, there is no guarantee that we will be successful in protecting and enforcing our intellectual property rights. Third parties may infringe on our intellectual property rights, which we may or may not discover, and if such infringements are discovered, engaging in litigation is likely to be costly and will not necessarily result in a favourable outcome for the Company.

  Non-Financial Risks

• Heavy reliance on upper management and key personnel. We rely heavily on a small group of management and key personnel. Any inability to retain such personnel could impact our ability to manage and grow our operations and could have a significant material adverse impact on the Company's operations and financial condition.

• Management of growth. As we are continually seeking organic growth opportunities, success in these efforts may require some or significant growth in operations, which may place further demands on our

  management, operational capacity and financial resources and may require the recruitment of additional qualified personnel in all areas of its operations, including management, sales, marketing, and software development. We may not be able to attract and retain additional qualified personnel and/or otherwise effectively expand the business to support this growth, including the expansion of our current procedures and controls, which could have a material adverse effect on our business, financial condition and results of operations.

• Competition risks. We operate in a highly competitive industry. We may lose audience or market share to competitors offering similar services, which could have a material adverse effect on our business, financial condition and results of operations.

• Price and volatility of public stock. The market price of Yangaroo's shares may fluctuate or decline significantly in response to various factors beyond our control. The fluctuation may occur in response to business operations or other actions of the Company or they may do so in ways unrelated or disproportionate to our performance. Declining share prices may result in difficulty in obtaining financing if required and may have other material adverse impacts on the Company.

• Global conditions. We operate primarily in North America but also offer our services internationally and are subject to related risks, such as changes in regulatory requirements, potential adverse tax consequences, limitations with respect to our ability to enforce our intellectual property rights, limitations on fund transfers and other legal and political risks, any or all of which could have a material adverse effect on our business.

• Litigation risk. The Company may be subject to claims and legal proceedings that arise in the ordinary course of business. There can be no guarantee that the outcome of any legal matter will be decided in favor of the Company, which may have a material adverse effect upon the Company's reputation, business, operations and financial condition.

The Board of Directors, on recommendation of the Audit Committee, approved the content of this MD&A on August 20, 2025. Disclosure contained in this document is current to this date, unless otherwise stated.

Additional information relating to the Company is available under the Company's profile on SEDAR+ at https://www.sedarplus.ca.

CORPORATE INFORMATION

Address

YANGAROO Inc.

360 Dufferin Street, Suite 203 Toronto, Ontario, Canada, M6K 1Z8 Phone: 416-534-0607

Website: https://www.yangaroo.com

Board of Directors

H. Shepard Boone Chair of the Board of Directors, Member of Audit Committee & Chair of Compensation Committee

Phil Benson Chair of Audit Committee & Member of Compensation Committee

Grant Schuetrumpf President and Chief Executive Officer, Member of Audit Committee

Officers

Grant Schuetrumpf President and Chief Executive Officer

Peter Kanniah Chief Financial Officer

Richard Klosa Chief Technology Officer

Adam Hunt Senior Vice President, Entertainment

Stock Exchange Listing

TSX Venture Exchange Stock Symbol - YOO

Registrar and Transfer Agent

Computershare

100 University Ave., 8thFloor Toronto, Ontario, Canada M5J 2Y1

Phone: 1-800-564-6253 Fax: 1-888-453-0330

Auditors

Baker Tilly WM LLP

401 Bay Street, Suite 1500 Toronto, Ontario, M5H 2Y4

Phone: 416-368-7990 Fax: 416-368-0886

Legal Counsel

ECS Law

2425 Matheson Boulevard E., 8th Floor, Mississauga, ON L4W 5K4 Phone: 416-996-2188 Fax: 866-295-9834