Care & Hygiene

Friday Canine : YE January 31, 2022


FRIDAY’S DOG HOLDINGS INC.

Previously Cerro Mining Corp.

Administration’s Dialogue and Evaluation

For the Yr Ended January 31, 2022

710 – 1030 West Georgia Road Vancouver, BC V6C 2Y3 | Phone 604-428-6128

FRIDAY’S DOG HOLDINGS INC.

Previously Cerro Mining Corp.

Administration’s Dialogue and Evaluation

For the Yr Ended January 31, 2022

Introduction …………………………………………………………………………………………………………………..

1

Ahead-Trying Statements…………………………………………………………………………………………..

1

Description of Enterprise and Enterprise Outlook ………………………………………………………………….

1

Administration Modifications …………………………………………………………………………………………………..

2

Friday’s Canine Inc. Transaction ………………………………………………………………………………………….

2

About Friday’s Canine Inc. ……………………………………………………………………………………………….

2

The Transaction …………………………………………………………………………………………………………

3

Subscription Receipt Financing…………………………………………………………………………………….

3

Friday’s Canine Inc. Convertible Debenture Providing …………………………………………………………..

4

Associated Social gathering Transactions ………………………………………………………………………………………….

4

Modifications to Board and Administration …………………………………………………………………………….

5

2022 Inventory Choice Plan ………………………………………………………………………………………………

5

Monetary ………………………………………………………………………………………………………………………

6

Chosen Monetary Information ………………………………………………………………………………………………

6

Outcomes of Operations………………………………………………………………………………………………….

7

Outcomes of Operations – Fourth Quarter …………………………………………………………………………

8

Liquidity And Capital Sources …………………………………………………………………………………..

8

Associated Social gathering Transactions ………………………………………………………………………………………….

8

Important Accounting Insurance policies …………………………………………………………………………………….

9

Capital Disclosures …………………………………………………………………………………………………….

9

Monetary Devices ………………………………………………………………………………………………….

9

Accounting Pronouncements ……………………………………………………………………………………..

10

Share Capital ………………………………………………………………………………………………………………

10

Widespread Shares ………………………………………………………………………………………………………

10

Warrants………………………………………………………………………………………………………………….

10

Excellent Share Information…………………………………………………………………………………………….

10

Dangers And Uncertainties………………………………………………………………………………………………..

11

Approval……………………………………………………………………………………………………………………..

12

710 – 1030 West Georgia Road Vancouver, BC V6C 2Y3 | Phone 604-428-6128

FRIDAY’S DOG HOLDINGS INC.

Previously Cerro Mining Corp.

Administration’s Dialogue and Evaluation

Yr Ended January 31, 2022

INTRODUCTION

This MD&A was ready as of Might 31, 2022 and needs to be learn along with Friday’s Canine Holdings Inc. (the “Firm”) audited consolidated monetary statements and associated notes for the yr ended January 31, 2022. This MD&A is meant to supply the reader with a evaluate of the Firm’s efficiency for the yr ended January 31, 2022 and thru to the date of this report, and the elements fairly anticipated to influence future operations and outcomes. This MD&A incorporates forward-looking statements which are topic to threat elements set out beneath.

The Firm’s audited consolidated monetary statements for the yr ended January 31, 2022 have been ready in accordance with Worldwide Monetary Reporting Requirements (“IFRS”) as issued by the Worldwide Accounting Requirements Board (“IASB”) utilizing accounting insurance policies in line with IFRS as issued by the IASB and interpretations of the Worldwide Monetary Reporting Interpretations Committee.

FORWARD-LOOKING STATEMENTS

This dialogue incorporates forward-looking statements that aren’t primarily based on historic reality, together with, with out limitation, statements containing the phrases “might”, “plan”, “will”, “proceed”, “anticipates”, “intends”, “expects”, and comparable expressions. Ahead-looking statements included on this doc embody statements with respect the enterprise and outlook of Friday’s Canine Inc.

Ahead-looking statements and knowledge needs to be thought-about rigorously. You shouldn’t place undue reliance on forward-looking statements and knowledge as there could be no assurance that the Firm’s plans, intentions, or expectations upon which they’re primarily based will happen. By their nature, forward-looking statements and knowledge contain quite a few assumptions, identified and unknown dangers and uncertainties, each basic and particular, which contribute to the likelihood that the predictions, forecasts, projections and different forward-looking statements and knowledge won’t happen and should trigger precise outcomes or occasions to vary materially from these anticipated in such forward-looking statements and knowledge. The assumptions made by the Firm embody the financial viability of its proposed enterprise transactions and continued skill to lift enough capital to fund future actions (see Dangers and Uncertainties). There are additionally different elements which will trigger the precise outcomes, occasions, or developments to be materially totally different from any future outcomes, occasions or developments expressed or implied by such forward-looking statements and knowledge. Such elements embody, amongst others, the flexibility to take care of key people throughout the Firm.

The Firm will disclose any occasions and circumstances that occurred through the interval which are fairly more likely to trigger precise outcomes to vary materially from materials forward-looking info that the Firm beforehand disclosed.

DESCRIPTION OF BUSINESS AND BUSINESS OUTLOOK

The Firm is a public firm and its shares are listed on Tier 2 of the TSX Enterprise Change (“TSXV”) underneath the image “FRDY”. The Firm was integrated underneath the Enterprise Companies Act (British Columbia) (the “BCBCA”). Extra info referring to the Firm is obtainable underneath the Firm’s profile on SEDAR at www.sedar.com. The Firm’s principal place of job is 1030 West Georgia Road – Suite 710, Vancouver, BC, V6E 2Y3.

In July 2021 the Firm, then Cerro Mining Corp. (“Cerro”), entered right into a definitive settlement to merge with CAIR by David Cosmetics Inc. (“CbD”), a Los Angeles-based firm targeted on a premium hair care and pet care merchandise enterprise. In September 2021, the founding father of CbD

FRIDAY’S DOG HOLDINGS INC.

Previously Cerro Mining Corp.

Administration’s Dialogue and Evaluation

Yr Ended January 31, 2022

handed away, leading to modifications to the transaction beforehand contemplated. Cerro and CbD entered into an amended definitive settlement and, along with this variation, the title of the enterprise was modified to “Friday’s Canine Inc.” (“FDI”). The transaction closed subsequent to yr finish, on February 25, 2022. See Friday’s Canine Inc. Transaction beneath.

Except in any other case indicated, all monetary quantities are expressed in Canadian {dollars}. Quantities denominated in United States {dollars} are denoted by “US$”.

MANAGEMENT CHANGES

In Might 2022, the Firm appointed Jeremy Ross as Chief Government Officer and President, instead of Richard Scheiner efficient instantly. Mr. Ross has over 24 years of expertise in enterprise capital financings and serving in numerous roles for plenty of profitable public corporations. Jeremy was a director and advisor for Fission Uranium Corp. and Fission Vitality Corp. (TSX Enterprise High 50 Firm). He was additionally the pinnacle of company growth for In a position Auctions and Sensible Tire methods, each of which graduated from the OTC-BB to the NYSE. In reference to Mr. Ross’s appointment, the Firm’s wholly owned subsidiary Friday’s Canine Inc. terminated the employment contract of Mr. Scheiner in accordance with the phrases of his settlement. The Firm thanks Mr. Scheiner for his contribution and efforts up to now, and need him all the very best in his future endeavors.

The Firm additionally appointed Chelsea Rusche as Chief Operations Officer instead of outgoing COO Richard Scheiner. Chelsea has been instrumental within the growth of main operational channels for the Firm She is a Design Operations skilled with over 14 years of enhancing digital and bodily operations methods and workflows for corporations in search of speedy progress. She additionally brings her important expertise in e-commerce and retail shopper meals shoppers in area of interest trade scaling EDI, and the event and strategizing of 3PL integration to Friday’s Canine.

FRIDAY’S DOG INC. TRANSACTION

About Friday’s Canine Inc.

FDI is a Los Angeles-based shopper model firm based by David Babaii, a former movie star hairstylist, entrepreneur and philanthropist. FDI is commercializing a science-driven formulation portfolio of private and pet care merchandise which use pure, non-toxic substances, and cruelty- free testing. Following Mr. Babaii’s passing, FDI appointed Richard Scheiner as CEO. Mr. Scheiner has served in senior administration positions for Time Integrated, The Walt Disney Firm, Kingworld, and The Guthy-Renker Company.

FDI believes that demand for premium canine care merchandise is rising because the heightened consciousness of environmental points has elevated the buyer demand for manufactured items that cut back pets’ publicity to dangerous chemical substances and poisonous substances. As well as, the pet trade has witnessed speedy progress as a result of humanization of canine. Many house owners think about their canine “family members” and buy provides which are designed to cater to their well being and hygiene wants.

FDI expects that the primary merchandise to be rolled out as a part of a deliberate diversified product portfolio will likely be its “Friday’s Canine” pet care merchandise. The pet care product portfolio presently contains 9 SKUs that are targeted on a number of product classes: wash and care merchandise, high-quality medicated aids, premium calming treats and grooming instruments. The vast majority of the merchandise are for pet wash and care/grooming.

FRIDAY’S DOG HOLDINGS INC.

Previously Cerro Mining Corp.

Administration’s Dialogue and Evaluation

Yr Ended January 31, 2022

FDI has entered into a personal label and manufacturing provide settlement with Synergy. Synergy is within the enterprise of producing specialty shopper merchandise and related packaging supplies and would be the contract producer for the pet wash and care merchandise formulation and packaging.

Along with e-commerce by way of its company web site, FDI will market the merchandise on the Amazon gross sales platform and also will make the most of dwelling televised buying channels equivalent to QVC which supply distinctive entrepreneurial manufacturers and merchandise equivalent to these to be offered by FDI.

The Transaction

The Transaction was accomplished by the use of a three-cornered amalgamation amongst Cerro, FDI and a subsidiary that was wholly owned by Cerro (“Cerro Subco”). Pursuant to the Transaction, FDI amalgamated with Cerro Subco and the holders of FDI Shares acquired one frequent share of the Ensuing Issuer (a “Ensuing Issuer Share”) for each one FDI Share held. The Firm issued 24,707,750 Ensuing Issuer Shares to the shareholders of FDI as consideration for all the issued and excellent FDI Shares. The amalgamated firm turned an entirely owned subsidiary of the Ensuing Issuer. On closing of the Transaction, Cerro modified its title to Friday’s Canine Holdings Inc.

In accordance with insurance policies of the TSXV, Ensuing Issuer Shares issued to sure Principals of the Ensuing Issuer and their respective Associates (throughout the that means of TSXV insurance policies) will likely be escrowed and launched in phases over a three-year interval and a number of the Ensuing Issuer Shares issued to former non-Principal shareholders of FDI will likely be topic to the TSXV’s seed share resale restrictions. As well as, all Ensuing Issuer Shares issued to former shareholders and convertible debenture holders of FDI will likely be topic to one-year or two-year pooling necessities, as relevant.

In reference to the entry into the amended amalgamation settlement, FDI disclosed to Cerro that an combination of US$1.85 million of invoices paid by FDI to sure distributors in reference to sure purported tools/product acquisitions related to the enterprise of FDI can’t be substantiated by FDI. FDI is presently reviewing its authorized choices and presently intends to hunt reimbursement of the invoices paid from the distributors and their associates. There isn’t a assurance that any such quantities will likely be recovered.

Subscription Receipt Financing

Unique Phrases

In Might 2021, the Firm accomplished an providing of subscription receipts elevating gross proceeds of $10,109,000 by the issuance of 20,218,000 subscription receipts (“Subscription Receipts”) at a value of $0.50 per Subscription Receipt (the “Subscription Receipt Financing”). The Firm deposited $10,109,000 into escrow with Computershare Belief Firm of Canada (the “Subscription Receipt Agent”) which was being held in escrow pending satisfaction or waiver of escrow launch circumstances.

Amended Phrases

The escrow settlement contemplated acquiring satisfaction or waiver of the escrow launch circumstances on or earlier than September 30, 2021 (the “Extension Deadline”). Following the modifications to the construction of the Transaction, Cerro solicited the written decision of the Subscription Receiptholders holding not lower than two-thirds of the combination variety of excellent Subscription Receipts (the “Minimal Approval Threshold”) to a proposed modification to the Subscription Receipt Settlement, which amongst different issues, amends the phrases of the

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Disclaimer

Cerro Mining Corp. revealed this content material on 01 June 2022 and is solely accountable for the knowledge contained therein. Distributed by Public, unedited and unaltered, on 01 June 2022 16:41:09 UTC.


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