Scope Technologies Announces Re-Filing of Annual and Interim Management Discussion and Analysis

Rhea-AI Summary

Scope Technologies Corp (CSE: SCPE) (OTCQB: SCPCF) has announced the re-filing of its Annual and Interim Management Discussion and Analysis following a review by the British Columbia Securities Commission. The company has amended its MD&A documents to include additional disclosures regarding:

• Development stages and costs for QSE and GEM Platforms
• Details of the QSE Platform acquisition as a related party transaction
• QSE Technology purchase price basis and subsequent impairment
• Farm Flight Inc. business agreements and impaired loan advances
• GEM Platform license agreement details
• Expanded information on investor relations, marketing, R&D expenses, and share-based compensation
• Use of proceeds from previous fundraising

The company also clarified that references to an independent valuation report on QSE technology should be excluded from certain financial reports.

Positive

• None.

Negative

• QSE Technology value impairment recorded
• Unable to collect loan repayments from Farm Flight Inc., resulting in financial loss
• Required to re-file financial documents due to regulatory review
• Multiple related party transactions identified requiring additional disclosure

Vancouver, British Columbia--(Newsfile Corp. - March 28, 2025) - Scope Technologies Corp. (CSE: SCPE) (OTCQB: SCPCF) (FSE: VN8) ("Scope Technologies" or the "Company") announces that as a result of a review by the British Columbia Securities Commission, we are issuing the following press release to clarify our disclosing contained in the annual management discussion and analysis ("MD&A) for the financial year ended September 30, 2023 (the "Annual MD&A") and the interim MD&A for June 30, 2024 (the "Interim MD&A).

The Annual MD&A and Interim MD&A have been amended to include:

• The stage of development for each of the QSE Platform and the GEM Platform and anticipated costs required for further development of the respective platforms.
• A summary of the Company's acquisition of the technology that comprises the QSE Platform and the fact that the transaction is a related party transaction.
• A basis for the Company's determination of the purchase price of the QSE Technology.
• The impairment of the QSE Technology.
• A summary of the letter of intent and business cooperation agreement with Farm Flight, Inc.
• A summary of the loans advanced to Farm Flight Inc., the Company's inability to collect repayment of such advances and the subsequent impairment of such advances.
• A summary of the license agreement of the GEM Platform and a statement that it is a related party transaction of the Company.
• Additional information on the payments made for investor relations and marketing services, research and development expenses and share based compensation under the discussion of operations headings of the MD&As.
• In respect of the Interim MD&A, providing the information required for the three months ended June 30, 2024.
• Providing a summary of the Company's use of proceeds from previous public and/or private placement offerings.

The Company also wishes to clarify the Company's reference to obtaining an independent valuation report on the QSE technology in Note 6 of the audited annual financial statements for the year ended September 30, 2024 and related management discussion and analysis and the interim management discussion and analysis for the period ended December 31, 2024. The conclusion of the draft valuation report should be excluded from those financial reports.

The revised Annual MD&A and Interim MD&A have been filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

About Scope Technologies Corp.

Headquartered in Vancouver, British Columbia, Scope Technologies Corp. is a pioneering technology company specializing in quantum security and machine learning. Through its flagship brands, QSE Group and GEM AI, Scope provides next-generation solutions in data security, quantum encryption, and neural networks, empowering businesses and individuals with secure, scalable technologies that drive growth and operational efficiency.

Contact Information:
James Young
CEO, Scope Technologies Corp.
Email: james@scopetech.ai
Phone: +1 604-416-1720
Website: www.scopetechnologies.io

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements that constitute forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release that are not purely historical statements of fact are forward-looking statements and include statements regarding beliefs, plans, expectations, future, strategy, objectives, goals and targets. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "expects", "aim", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking statements involve known and unknown risks and are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, including, but not limited to, those risks and assumptions described in the Company's annual management and discussion filed under the Company's profile on SEDAR at www.sedarplus.com. While Scope considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions, continued satisfaction of Canadian Securities Exchange requirements, product safety and recalls, regulatory compliance and risks associated with the Company's business. For more information on the risks, uncertainties and assumptions that could cause anticipated opportunities and actual results to differ materially, please refer to the risk factors set out in the Company's prospectus dated August 10, 2022, a copy of which is available under the Company's profile on SEDAR at www.sedarplus.com. Forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.

The Canadian Securities Exchange has in no way passed upon the merits of the business of the Company and has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/246564

FAQ

What amendments did Scope Technologies (SCPCF) make to its MD&A filings?

Scope Technologies added disclosures about platform development stages, QSE acquisition details, Farm Flight agreements, impaired loans, GEM Platform licensing, and expanded financial information following regulatory review.

How does the QSE Platform acquisition affect Scope Technologies (SCPCF)?

The QSE Platform acquisition was revealed as a related party transaction, requiring disclosure of purchase price basis, and the technology was subsequently impaired, impacting the company's financial position.

What happened to Scope Technologies' (SCPCF) loans to Farm Flight Inc.?

The company was unable to collect repayment of loans advanced to Farm Flight Inc., resulting in the impairment of these advances.

What financial disclosures were added to Scope Technologies' (SCPCF) MD&A?

Additional disclosures included investor relations payments, marketing services, R&D expenses, share-based compensation, and use of proceeds from previous public/private placements.