Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Exhibit 99.1
FORM 51-102F4
Business
Acquisition Report
| Item
1 |
Identity of the Company
|
| |
|
| 1.1 |
Name and Address of
Company |
| |
|
| |
Brookfield Business Corporation
(previously 1559985 B.C. Ltd.) (the “Corporation”)
1055 West Georgia Street
Suite 1500, P.O. Box 11117
Vancouver, British Columbia
V6E 4N7 |
| |
|
| 1.2 |
Executive Officer |
| |
|
| |
The name of the executive
officer of the Corporation who is knowledgeable about the significant acquisition and this business acquisition report (this “Report”)
is Jaspreet Dehl, Chief Financial Officer, Brookfield Business Corporation (tel:+1.416.359.8585). |
| |
|
| Item
2 |
Details of Acquisition
|
| |
|
| 2.1 |
Nature of Business Acquired
|
| |
|
| |
On March 27, 2026,
the Corporation completed its previously announced plan of arrangement (the “Arrangement”) pursuant to which each
of Brookfield Business Partners L.P. (“BBU”) and Brookfield Business Holdings Corporation (formerly Brookfield
Business Corporation) (“BBHC”) became subsidiaries of the Corporation. Prior to the completion of the Arrangement,
BBU and BBHC were the flagship listed vehicles of Brookfield Asset Management’s Private Equity Group. |
| |
|
| 2.2 |
Date of Acquisition
|
| |
|
| |
The closing of the Arrangement
occurred on March 27, 2026. |
| |
|
| 2.3 |
Consideration |
| |
|
| |
Pursuant to the Arrangement:
(i) all of the limited partnership units of BBU, class A subordinate exchangeable voting shares of BBHC and redemption-exchange
units of Brookfield Business L.P. (“Holding LP”) were exchanged for newly issued class A subordinate voting shares
of the Corporation on a one-for-one basis, (ii) the special limited partnership units of Holding LP, which were held by a subsidiary
of Brookfield Asset Management Ltd., were exchanged for special non-voting incentive shares of the Corporation, and (iii) Brookfield
Corporation exchanged its share of Brookfield Business Partners Limited, the general partner of BBU, for class B multiple voting
shares of the Corporation. |
| 2.4 |
Effect on Financial
Position |
| |
|
| |
The estimated effect of
the Arrangement on the Corporation is outlined in the unaudited pro forma financial statements attached hereto in Appendix “A”
to this Report (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements are based on preliminary
estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. The
notes to the Pro Forma Financial Statements provide a discussion of how such adjustments were derived and presented. |
| |
|
| |
The Corporation currently
has no plans or proposals for material changes in its business affairs, or the affairs of the business of BBU and BBHC, which may
have a significant effect on the financial performance or financial position of the Corporation. |
| |
|
| 2.5 |
Prior Valuations |
| |
|
| |
None of the Corporation,
BBU or BBHC has, within the 12 months preceding the date hereof, obtained a valuation opinion required by securities legislation
or a Canadian exchange or market to support the consideration paid by the Corporation to complete the Arrangement. |
| |
|
| 2.6 |
Parties to Transaction
|
| |
|
| |
Each of the Corporation,
BBU and BBHC were parties to the arrangement agreement, dated November 6, 2025, pursuant to which the Arrangement was completed.
Prior to the completion of the Arrangement, the Corporation, BBU and BBHC were affiliates on the basis that each of the Corporation,
BBU and BBHC was directly or indirectly controlled by Brookfield Corporation. As a result of the Arrangement, BBU and BBHC became
subsidiaries of the Corporation. |
| |
|
| 2.7 |
Date of Report |
| |
|
| |
March 30, 2026 |
| Item
3 |
Financial Statements
|
| |
|
| |
Pursuant to Part 8
of NI 51-102, the following financial statements are included in and form part of this Report: |
| (a) | BBU’s audited consolidated statements of financial position as
at December 31, 2025 and 2024 and the related consolidated statements of operating results, comprehensive income (loss), changes in equity
and cash flow for each of the three years in the period ended December 31, 2025 and notes thereto, as included in Corporation’s
annual report on Form 20-F for the fiscal year ended December 31, 2025 filed on SEDAR+ under the Corporation’s profile at www.sedarplus.ca
and with the Securities and Exchange Commission on March 30, 2026, which financial statements are incorporated by reference herein; and |
| (b) | the Corporation’s unaudited pro forma statement of financial
position as at December 31, 2025, giving effect to the Arrangement as if the Arrangement had been consummated on December 31, 2025, and
the Corporation’s unaudited pro forma statement of operating results for the year ended December 31, 2025, giving effect to the
Arrangement as if the Arrangement had been consummated on January 1, 2025, attached as Appendix “A” hereto. |
Appendix “A”
Pro Forma Financial Statements
(see attached)
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
These Unaudited Pro Forma Financial Statements
of 1559985 B.C. Ltd. (renamed to Brookfield Business Corporation on March 27, 2026 and hereafter referred to as “the Corporation”)
have been prepared to illustrate the pro forma effects resulting from the reorganization transactions implemented by way of a plan of
arrangement (the “Arrangement”).
The key elements of the Arrangement are as follows:
| · | The issuance of class A subordinate voting shares of the Corporation (“Corporation Class A Shares”) to holders of limited
partnership units (“BBU units”) of Brookfield Business Partners L.P. (“BBU” or “the partnership”)
and to holders of redemption-exchange partnership units of Brookfield Business L.P. (“REUs”) in a one-for-one exchange of
Corporation Class A Shares for BBU units and REUs. |
| · | The issuance of Corporation Class A Shares to holders of class A exchangeable subordinate voting shares (“BBUC exchangeable
shares”) of Brookfield Business Holdings Corporation (renamed from Brookfield Business Corporation on March 27, 2026 and hereafter
referred to as “BBHC”) in a one-for-one exchange of Corporation Class A Shares for BBUC exchangeable shares. |
| · | The issuance of Class B Multiple Voting Shares of the Corporation (“Corporation Class B Shares”) to Brookfield Corporation
(“Brookfield”) in exchange for the transfer of 100% of the common shares in Brookfield Business Partners Limited (“BBU
General Partner”) to the Corporation. |
| · | The issuance of Special Non-Voting Incentive Shares of the Corporation (“Corporation Special Shares”) to a subsidiary
of Brookfield Asset Management Ltd. (“BAM”) in exchange for the transfer of 100% of the special limited partnership units
of Brookfield Business L.P (“Holding LP”) to the Corporation. |
The information in the Unaudited Pro Forma Statement
of Financial Position as at December 31, 2025 gives effect to the Arrangement as if the Arrangement had been consummated on December 31,
2025.
The information in the Unaudited Pro Forma Statement
of Operating Results for the year ended December 31, 2025 gives effect to the Arrangement as if the Arrangement had been consummated
on January 1, 2025.
All financial data in the Unaudited Pro Forma Financial
Statements is presented in U.S. dollars and the Unaudited Pro Forma Financial Statements have been prepared using accounting policies
that are consistent with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
The Unaudited Pro Forma Financial Statements have
been derived by the application of pro forma adjustments to the historical audited consolidated financial statements of the partnership,
which for accounting purposes will be the predecessor of the Corporation. Following completion of the Arrangement, the Corporation directly
and indirectly controls the partnership and BBHC, which is a consolidated subsidiary of the partnership, and both will cease to be reporting
issuers shortly after consummation of the Arrangement. BBU is the predecessor to the Corporation for accounting purposes and therefore
the historical financial statements of BBU have become the historical financial statements of the Corporation.
The Unaudited Pro Forma Financial Statements are
based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are
reasonable. The notes to the Unaudited Pro Forma Financial Statements provide a discussion of how such pro forma adjustments were derived
and presented in the Unaudited Pro Forma Financial Statements. The Unaudited Pro Forma Financial Statements should be read in conjunction
with the audited consolidated financial statements of the partnership as at and for the year ended December 31, 2025, and the audited
financial statements of the Corporation as at and for the period from incorporation on October 10, 2025 to December 31, 2025
and related notes thereto.
The Unaudited Pro Forma Financial Statements have
been prepared for illustrative purposes only and are not necessarily indicative of the financial position or operating results of the
Corporation had the Arrangement occurred on the date indicated, nor is such pro forma financial information necessarily indicative of
the results to be expected for any future period. The actual financial position and operating results may differ significantly from the
pro forma amounts reflected herein due to a variety of factors.
UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION
US$ MILLIONS As at December 31, 2025 | |
1559985 B.C.
Ltd.
(historical) | | |
Brookfield
Business
Partners L.P.
(historical) | | |
Transaction Accounting Adjustments | | |
Notes | | |
Pro Forma -
Combined | |
| | |
| | |
Note 1 | | |
| | |
| | |
| |
| Assets | |
| | | |
| | | |
| | | |
| | |
| | |
| Current Assets | |
| | | |
| | | |
| | | |
| | |
| | |
| Cash and cash equivalents | |
$ | — | | |
$ | 3,546 | | |
$ | — | | |
| | |
$ | 3,546 | |
| Financial assets | |
| — | | |
| 1,230 | | |
| — | | |
| | |
| 1,230 | |
| Accounts and other receivable, net | |
| — | | |
| 6,550 | | |
| — | | |
| | |
| 6,550 | |
| Inventory, net | |
| — | | |
| 2,562 | | |
| — | | |
| | |
| 2,562 | |
| Other assets | |
| — | | |
| 1,155 | | |
| — | | |
| | |
| 1,155 | |
| | |
| — | | |
| 15,043 | | |
| — | | |
| | |
| 15,043 | |
| Non-Current Assets | |
| | | |
| | | |
| | | |
| | |
| | |
| Financial assets | |
| — | | |
| 11,253 | | |
| — | | |
| | |
| 11,253 | |
| Accounts and other receivable, net | |
| — | | |
| 1,175 | | |
| — | | |
| | |
| 1,175 | |
| Other assets | |
| — | | |
| 877 | | |
| — | | |
| | |
| 877 | |
| Property, plant and equipment | |
| — | | |
| 11,013 | | |
| — | | |
| | |
| 11,013 | |
| Deferred income tax assets | |
| — | | |
| 2,083 | | |
| — | | |
| | |
| 2,083 | |
| Intangible assets | |
| — | | |
| 18,513 | | |
| — | | |
| | |
| 18,513 | |
| Equity accounted investments | |
| — | | |
| 2,494 | | |
| — | | |
| | |
| 2,494 | |
| Goodwill | |
| — | | |
| 13,310 | | |
| — | | |
| | |
| 13,310 | |
| | |
$ | — | | |
$ | 75,761 | | |
$ | — | | |
| | |
$ | 75,761 | |
| Liabilities and Equity | |
| | | |
| | | |
| | | |
| | |
| | |
| Current Liabilities | |
| | | |
| | | |
| | | |
| | |
| | |
| Accounts payable and other | |
$ | — | | |
$ | 7,630 | | |
$ | 5 | | |
3 | | |
$ | 7,635 | |
| Non-recourse borrowings in subsidiaries of the partnership | |
| — | | |
| 1,352 | | |
| (1,352 | ) | |
4 | | |
| — | |
| Non-recourse borrowings in subsidiaries of the Corporation | |
| — | | |
| — | | |
| 1,352 | | |
4 | | |
| 1,352 | |
| | |
| — | | |
| 8,982 | | |
| 5 | | |
| | |
| 8,987 | |
| Non-Current Liabilities | |
| | | |
| | | |
| | | |
| | |
| | |
| Accounts payable and other | |
| — | | |
| 6,558 | | |
| — | | |
| | |
| 6,558 | |
| Corporate borrowings | |
| — | | |
| 1,325 | | |
| — | | |
| | |
| 1,325 | |
| Non-recourse borrowings in subsidiaries of the partnership | |
| — | | |
| 41,072 | | |
| (41,072 | ) | |
4 | | |
| — | |
| Non-recourse borrowings in subsidiaries of the Corporation | |
| — | | |
| — | | |
| 41,072 | | |
4 | | |
| 41,072 | |
| Deferred income tax liabilities | |
| — | | |
| 2,513 | | |
| — | | |
| | |
| 2,513 | |
| | |
$ | — | | |
$ | 60,450 | | |
$ | 5 | | |
| | |
$ | 60,455 | |
| Equity | |
| | | |
| | | |
| | | |
| | |
| | |
| Limited partners | |
$ | — | | |
$ | 2,294 | | |
$ | (2,294 | ) | |
2 | | |
$ | — | |
| Class A shares | |
| — | | |
| — | | |
| 5,446 | | |
2, 3 | | |
| 5,446 | |
| Class B shares | |
| — | | |
| — | | |
| — | | |
2 | | |
| — | |
| Non-controlling interests attributable to: | |
| | | |
| | | |
| | | |
| | |
| | |
| Redemption-exchange units | |
| — | | |
| 1,350 | | |
| (1,350 | ) | |
2 | | |
| — | |
| Special limited partner | |
| — | | |
| — | | |
| — | | |
2 | | |
| — | |
| BBUC exchangeable shares | |
| — | | |
| 1,807 | | |
| (1,807 | ) | |
2 | | |
| — | |
| Special shares | |
| — | | |
| — | | |
| — | | |
2 | | |
| — | |
| Preferred securities | |
| — | | |
| 740 | | |
| — | | |
| | |
| 740 | |
| Interest of others in operating subsidiaries | |
| — | | |
| 9,120 | | |
| — | | |
| | |
| 9,120 | |
| | |
| — | | |
| 15,311 | | |
| (5 | ) | |
| | |
| 15,306 | |
| | |
$ | — | | |
$ | 75,761 | | |
$ | — | | |
| | |
$ | 75,761 | |
See the accompanying notes to the Unaudited
Pro Forma Financial Statements.
UNAUDITED PRO FORMA STATEMENT OF OPERATING RESULTS
US$ MILLIONS (except as noted) For the year ended December 31, 2025 | |
1559985 B.C.
Ltd. (historical) | | |
Brookfield
Business
Partners L.P.
(historical) | | |
Transaction Accounting Adjustments | | |
Notes | | |
Pro Forma -
Combined | |
| | |
| | |
Note 1 | | |
| | |
| | |
| |
| Revenues | |
$ | — | | |
$ | 27,457 | | |
$ | — | | |
| | |
$ | 27,457 | |
| Direct operating costs | |
| — | | |
| (22,151 | ) | |
| — | | |
| | |
| (22,151 | ) |
| General and administrative expenses | |
| — | | |
| (1,151 | ) | |
| — | | |
5 | | |
| (1,151 | ) |
| Interest income (expense), net | |
| — | | |
| (3,139 | ) | |
| — | | |
| | |
| (3,139 | ) |
| Equity accounted income (loss) | |
| — | | |
| 42 | | |
| — | | |
| | |
| 42 | |
| Impairment reversal (expense), net | |
| — | | |
| (88 | ) | |
| — | | |
| | |
| (88 | ) |
| Gain (loss) on dispositions, net | |
| — | | |
| 325 | | |
| — | | |
| | |
| 325 | |
| Other income (expense), net | |
| — | | |
| (815 | ) | |
| — | | |
| | |
| (815 | ) |
| Income (loss) before income tax | |
| — | | |
| 480 | | |
| — | | |
| | |
| 480 | |
| Income tax (expense) recovery | |
| | | |
| | | |
| | | |
| | |
| | |
| Current | |
| — | | |
| (583 | ) | |
| — | | |
| | |
| (583 | ) |
| Deferred | |
| — | | |
| 490 | | |
| — | | |
| | |
| 490 | |
| Net income (loss) | |
$ | — | | |
$ | 387 | | |
$ | — | | |
| | |
$ | 387 | |
| Attributable to: | |
| | | |
| | | |
| | | |
| | |
| | |
| Limited partners | |
$ | — | | |
$ | (26 | ) | |
$ | 26 | | |
2 | | |
$ | — | |
| Class A shares | |
| — | | |
| — | | |
| (52 | ) | |
2 | | |
| (52 | ) |
| Class B shares | |
| — | | |
| — | | |
| — | | |
2 | | |
| — | |
| Non-controlling interests attributable to: | |
| | | |
| | | |
| | | |
| | |
| | |
| Redemption-exchange units | |
| — | | |
| (9 | ) | |
| 9 | | |
2 | | |
| — | |
| Special limited partner | |
| — | | |
| 95 | | |
| (95 | ) | |
2 | | |
| — | |
| BBUC exchangeable shares | |
| — | | |
| (17 | ) | |
| 17 | | |
2 | | |
| — | |
| Special shares | |
| — | | |
| — | | |
| 95 | | |
2 | | |
| 95 | |
| Preferred securities | |
| — | | |
| 52 | | |
| — | | |
| | |
| 52 | |
| Interest of others in operating subsidiaries | |
| — | | |
| 292 | | |
| — | | |
| | |
| 292 | |
| | |
$ | — | | |
$ | 387 | | |
$ | — | | |
| | |
$ | 387 | |
| Basic and diluted earnings (loss) per limited partner unit | |
| | | |
$ | (0.30 | ) | |
| | | |
| | |
| | |
| Weighted-average limited partner units outstanding (millions) | |
| | | |
| 86.5 | | |
| | | |
| | |
| | |
| Basic earnings (loss) per Class A and B share | |
$ | — | | |
| | | |
| | | |
6 | | |
$ | (0.25 | ) |
| Weighted-average Class A and B shares outstanding (millions) | |
| — | | |
| | | |
| | | |
6 | | |
| 211.6 | |
See the accompanying notes to the Unaudited
Pro Forma Financial Statements.
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS
| 1. | Following the completion of the Arrangement on March 27, 2026, the Corporation directly and indirectly controls Brookfield Business
Partners L.P. (“BBU” or “the partnership”) and Brookfield Business Holdings Corporation (“BBHC”, previously
named Brookfield Business Corporation), which will cease to be reporting issuers shortly after completion of the Arrangement. As a result,
BBU is the predecessor to the Corporation for accounting purposes and therefore the historical financial statements of BBU have become
the historical financial statements of the Corporation. The partnership’s historical results, which include the results of BBHC
as a consolidated subsidiary, have been presented in the Unaudited Pro Forma Financial Statements as a pro forma adjustment to reflect
the transfer of interests in BBU and BBHC to the Corporation pursuant to the Arrangement. The ultimate parent of both the partnership
and the Corporation is Brookfield Corporation (“Brookfield”), therefore the transfer of interests is at carrying value as
the Arrangement is between entities under common control. |
| 2. | The Corporation was formed on October 10, 2025 by a subsidiary of Brookfield, which contributed $1,000 on formation in exchange for
one Corporation Class B Share. The Unaudited Pro Forma Financial Statements are derived from the financial statements of the partnership.
The pro forma transaction accounting adjustments include necessary adjustments to effect the exchange of $2,294 million of BBU units,
$1,350 million of REUs, and $1,807 million of BBUC exchangeable shares into $5,451 million of the Corporation Class A Shares, and to reflect
equity and net income attribution based on the new Corporation Class A Shares, Corporation Class B Shares and Corporation Special Shares
outstanding. |
Following completion of the Arrangement,
the Corporation has 207,007,465 Corporation Class A Shares, 4 Corporation Class B Shares and 4 Corporation Special Shares outstanding.
Brookfield and Brookfield Wealth Solutions Ltd. (“BWS”) hold 89,097,802 and 53,651,499, respectively, of the issued and outstanding
Corporation Class A Shares, with 64,258,164 Corporation Class A Shares held by public shareholders. Brookfield holds 4 Corporation Class
B Shares, and a subsidiary of BAM holds 4 Corporation Special Shares.
| 3. | The pro forma adjustments include provisions for estimated transaction fees associated with the Arrangement. As the transaction costs
incurred are directly attributable to an equity transaction, the transaction costs of $5 million are recorded in equity in accordance
with IAS 32, Financial Instruments: Presentation (“IAS 32”). |
| 4. | Certain reclassification adjustments have been made to conform the presentation of the partnership’s historical financial information
with that of the Corporation’s Unaudited Pro Forma Financial Statements. |
| 5. | The Corporation expects to incur public company costs similar to those historically incurred by the partnership and has presented
these costs as general and administrative expenses in its consolidated statement of operating results. Since these costs have already
been included in the partnership’s consolidated statement of operating results, the Corporation has not made any autonomous entity
adjustments for these costs in the Unaudited Pro Forma Financial Statements. |
| 6. | The Corporation calculates basic earnings (loss) per share by dividing net income (loss) attributable to shareholders by the weighted
average number of Corporation Class A Shares and Corporation Class B Shares outstanding during the period. |
Exhibit 99.2
FINANCIAL STATEMENTS FOR
1559985 B.C. LTD.
As at and for the period from incorporation
on October 10, 2025 to December 31, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of 1559985 B.C. Ltd.
Opinion on the Financial Statements
We have audited the accompanying statement of financial position of
1559985 B.C. Ltd. (the “Corporation”) as of December 31, 2025, the related statements of operating results, changes in
equity and cash flow for the period from October 10, 2025 to December 31, 2025, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Corporation as of December 31, 2025 and its financial performance and its cash flows from October 10, 2025 to
December 31, 2025 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on the Corporation's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to
be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Corporation is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control over
financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
March 30, 2026
We have served as the Corporation's auditor since 2025.
FINANCIAL STATEMENTS FOR
1559985 B.C. LTD.
STATEMENT OF FINANCIAL
POSITION
| (US$) | |
As at December 31, 2025 | |
| Assets | |
| | |
| Cash | |
$ | 1,003 | |
| | |
$ | 1,003 | |
| Equity | |
| | |
| Share capital and retained earnings | |
$ | 1,003 | |
| | |
$ | 1,003 | |
The accompanying notes are an integral part
of the financial statements.
FINANCIAL STATEMENTS FOR
1559985 B.C. LTD.
STATEMENT OF OPERATING RESULTS
| (US$) | |
For the period October 10, 2025
to December 31, 2025 | |
| Interest income | |
$ | 3 | |
| Net income (loss) | |
$ | 3 | |
The accompanying notes are an integral part
of the financial statements.
FINANCIAL STATEMENTS FOR
1559985 B.C. LTD.
STATEMENT OF CHANGES IN EQUITY
| | |
Corporation Class B Share | |
| (US$) | |
Capital | | |
Retained
earnings
(deficit) | | |
Total
equity | |
| Balance as at October 10, 2025 | |
$ | 1,000 | | |
$ | — | | |
$ | 1,000 | |
| Net income (loss) | |
| — | | |
| 3 | | |
| 3 | |
| Total comprehensive income (loss) | |
| — | | |
| 3 | | |
| 3 | |
| Balance as at December 31, 2025 | |
$ | 1,000 | | |
$ | 3 | | |
$ | 1,003 | |
The accompanying notes are an integral part
of the financial statements.
FINANCIAL STATEMENTS FOR
1559985 B.C. LTD.
STATEMENT OF CASH FLOW
| (US$) | |
For the period October 10, 2025
to December 31, 2025 | |
| Operating Activities | |
| | |
| Net income | |
$ | 3 | |
| Cash from operating activities | |
| 3 | |
| Cash and cash equivalents | |
| | |
| Change during the period | |
| 3 | |
| Balance, beginning of period | |
| 1,000 | |
| Balance, end of period | |
$ | 1,003 | |
The accompanying notes are an integral part
of the financial statements.
1559985 B.C. LTD.
NOTES TO THE FINANCIAL STATEMENTS
As at and for the period from incorporation
on October 10, 2025 to December 31, 2025
NOTE 1. NATURE AND DESCRIPTION OF THE CORPORATION
1559985 B.C. Ltd. (“the Corporation”)
was formed under the Business Corporations Act (British Columbia) on October 10, 2025. The Corporation is a subsidiary of Brookfield
Corporation (“Brookfield”), which we also refer to as the parent company. The Corporation was established to effect an arrangement
agreement (the “Arrangement”) with Brookfield Business Partners L.P. (“BBU”) and Brookfield Business Corporation
(“BBUC”), both entities under common control of the parent company. The Arrangement was designed to simplify the corporate
structure of BBU and BBUC, resulting in securityholders owning shares in a single corporate entity which is expected to drive long-term
value and benefits for all shareholders. The Arrangement was completed on March 27, 2026. Refer to Note 4 for further details.
The Corporation’s head office is located
at 225 Liberty Street, 8th Floor, New York, NY 10281-1048 and its registered office is located at 1055 West Georgia Street, 1500 Royal
Centre, P.O. Box 11117, Vancouver, British Columbia V6E 4N7.
The financial statements were approved by the board
of directors of the Corporation and authorized for issue on March 30, 2026.
NOTE 2. MATERIAL ACCOUNTING POLICY INFORMATION
| (a) | Statement of Compliance |
The Statement of Financial Position, Statement
of Operating Results, Statement of Changes in Equity and Statement of Cash Flow and notes thereto have been prepared in accordance with
IFRS® Accounting Standards as issued by the International Accounting Standards Board.
Cash includes cash on hand.
Interest income includes bank interest income earned
on cash on hand.
| (d) | Foreign Currency Translation |
The United States dollar is the functional and
presentation currency of the Corporation.
| (e) | Critical Accounting Judgments and Key Sources of Estimation
Uncertainty |
The preparation of financial statements requires
management to make critical judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses that are
not readily apparent from other sources, during the reporting period. These estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgments and estimates made by management
and utilized in the normal course of preparing the Corporation’s financial statements are outlined below.
| (i) | Common control transactions |
IFRS 3, Business Combinations does not include
specific measurement guidance for the acquisition of a business from an entity that is under common control. Accordingly, the Corporation
has developed a policy to account for such transactions taking into consideration other guidance in the IFRS Accounting Standards and
pronouncements of other standard-setting bodies. The Corporation’s policy is to record assets and liabilities recognized as a result
of an acquisition of a business from an entity that is under common control at the carrying value on the transferor’s financial
statements.
NOTE 3. CAPITAL STRUCTURE
The Corporation is authorized to issue an unlimited
number of Class A Subordinate Voting Shares (“Corporation Class A Shares”), an unlimited number of Class B
Multiple Voting Shares (“Corporation Class B Shares”), an unlimited number of Special Non-Voting Incentive Shares (“Corporation
Special Shares”), and an unlimited number of Class A Preferred Shares (“Corporation Class A Preferred Shares”)
issuable in series. On October 10, 2025, the Corporation issued 1 Corporation Class B Share to BPEG BN Holdings LP, a subsidiary
of Brookfield, for $1,000.
The Corporation Class A Shares and Corporation
Class B Shares will be entitled to receive notice of, and to attend and vote at, all meetings of shareholders of the Corporation,
except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or
series. Except as otherwise expressly provided in the articles or as required by law, the holders of Corporation Class A Shares and
Corporation Class B Shares will vote together and not as separate classes. Each holder of Corporation Class A Shares will be
entitled to cast one vote for each Corporation Class A Share held at the record date for determination of shareholders entitled to
vote on any matter. The holders of the Corporation Class B Shares will be entitled to cast, in the aggregate, a number of votes equal
to three times the number of votes attached to the Corporation Class A Shares. Except as required by law, the holders of Corporation
Special Shares will be entitled to receive notice of and to attend but will not be entitled to vote at any meeting of the shareholders
of the Corporation. Except as required by law or as specified in the rights, privileges, restrictions and conditions attached from time
to time to any series of Corporation Class A Preferred Shares, the holders of such Corporation Class A Preferred Shares will
not be entitled to receive notice of, to attend or to vote at any meeting of the shareholders of the Corporation.
The holders of Corporation Class A Shares
and Corporation Class B Shares will be entitled to receive dividends as and when declared by the Corporation’s board of directors
subject to the special rights of the Corporation Special Shares, the Corporation Class A Preferred Shares and any other shares ranking
senior to the Corporation Class A Shares and Corporation Class B Shares with respect to priority in payment of dividends. Subject
to applicable law, each Corporation Class A Share will receive dividends of the same type and in an amount equal to any dividend
declared and paid on each Corporation Class B Share. The holders of Corporation Special Shares will be entitled to receive the following
dividends as and when declared by the Corporation’s board of directors subject to the prior rights of the holders of the Corporation
Class A Preferred Shares and any other shares ranking senior to the Corporation Special Shares with respect to priority in payment
of dividends: (i) a dividend on each Corporation Special Share of the same type and in an amount equal to any dividend declared and
paid on each Corporation Class A Share, payable on the same date; and (ii) quarterly cumulative dividends (“Incentive
Dividends”) based on the trading price of the Corporation Class A Shares.
The holders of Corporation Class A Shares
will rank on parity with the holders of Corporation Class B Shares and, subject to the Corporation Special Share liquidation rights
described below, the holders of Corporation Special Shares and after the holders of the Corporation Class A Preferred Shares on the
liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of
the Corporation among its shareholders for purposes of winding up its affairs. Except as required by law, on the liquidation, dissolution
or winding up of the Corporation, the holders of the Corporation Special Shares will be entitled to receive, subject to the rights of
the holders of Corporation Class A Preferred Shares and any other class of shares ranking in priority to the Corporation Special
Shares: (i) first, to the extent Incentive Dividends have been deferred in previous quarters, all accrued and unpaid Incentive Dividends,
before any amounts or assets of the Corporation are distributed to the holders of Corporation Class A Shares or Corporation Class B
Shares, (ii) second, pari passu with the holders of the Corporation Class A Shares and Corporation Class B Shares, distributions
of the property and assets of the Corporation up to the amount per share of the then regular quarterly dividend (initially $0.0625 per
share), (iii) third, before any further amounts or assets of the Corporation are distributed to the holders of Corporation Class A
Shares or Corporation Class B Shares, an amount equal to the Incentive Dividend for the preceding quarter; and (iv) thereafter,
the holders of the Corporation Special Shares will be entitled to share ratably with the holders of the Corporation Class A Shares
and Corporation Class B Shares and any other class of shares ranking on a parity with the Corporation Class A Shares and Corporation
Class B Shares in the remaining property and assets of the Corporation.
NOTE 4. SUBSEQUENT EVENTS
| (a) | Corporate reorganization |
On March 27, 2026, BBU and BBUC completed
the Arrangement and became subsidiaries of the Corporation. Pursuant to the Arrangement, (i) limited partnership units (“BBU
units”), class A exchangeable subordinate voting shares (“BBUC exchangeable shares”), and redemption-exchange partnership
units (“REUs”) in Brookfield Business L.P. (“Holding LP”) were exchanged on a one-for-one basis for Corporation
Class A Shares, and (ii) the special limited partnership units in the Holding LP were exchanged on a one-for-one basis for Corporation
Special Shares. Following completion of the Arrangement, BBU and BBUC will be delisted and cease to be reporting issuers, with the Corporation
considered the successor to BBU, its predecessor.
In connection with the completion of the Arrangement
on March 27, 2026, the Corporation changed its name to Brookfield Business Corporation and BBUC changed its name to Brookfield Business
Holdings Corporation.
