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AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.)

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the Period Ended August 31, 2023, 2022 and 2021 (with Comparative AUDITED Figures as at November 30, 2022) (Unaudited – Prepared by Management) (Expressed in Canadian Dollars)

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.)

(the “Company”)

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the period ended August 31, 2023

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

The management of the Company is responsible for the preparation of the accompanying unaudited interim condensed consolidated financial statements. The unaudited interim condensed consolidated financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) for the preparation of interim condensed financial statements and are in accordance with IAS 34 – Interim Financial Reporting.

The Company’s auditor has not performed a review of these interim condensed consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity’s auditor.

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) Interim Condensed Consolidated Statements of Financial Position (Expressed in Canadian dollars)

ETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock terim Condensed Consolidated Statements of Financial Position Expressed in Canadian dollars)	Technologies Inc.)

As at Note August 31, 2023	November 30, 2022
(Unaudited)	(Audited)

ASSETS

Current assets
Cash $ 251,626	$ 13,127
Accounts receivable -	6,870
Sales tax receivable 22,041	9,083
Inventories -	2,175
Prepaid expenses 4 278,663	30,947
Total current assets 552,330	62,202

Non-current assets
Equipment 5 -	24,801
Right of use asset 16 -	61,198
Long-term receivables 6 171,097	-
Total assets $ 723,427	$ 148,201

LIABILITIES

Current liabilities
Accounts payable 7 $ 74,899	$ 1,063,863
Lease liabilities 16 -	66,403
Current portion of loans payable 10 48,000	127,019
Deferred revenue 8 -	124,918
Due to related parties 9 5,250	705,672
Total current liabilities 128,149	2,087,875

Non-current liabilities
Lease liabilities 16 -	9,394
Total liabilities 128,149	2,097,269

SHAREHOLDERS' EQUITY (DEFICIT)
Share capital 12 13,916,447	11,851,771
Contributed surplus 12 2,709,790	2,709,790
Reserves 12 209,125	-
Accumulated other comprehensive income -	25,131
Deficit (16,240,084)	(16,535,760)

Total shareholders'equity (deficit) 595,278	(1,949,068)

Total liabilities and shareholders'equity (deficit) $ 723,427	$148,201

Going concern – Note 1 Commitments and contingencies – Note 15 Subsequent events – Note 19

These interim condensed consolidated financial statements are authorized for issuance by the Board of Directors on October 27, 2023.

Approved on behalf of the Board:

“Zara Kanji” “Khalid Al-Ali” Zara Kanji, Director Khalid Al-Ali, Director

The accompanying notes are an integral part of these interim condensed consolidated financial statements .

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) Interim Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Unaudited – Prepared by Management)

(Expressed in Canadian dollars)

Nine months ended August 31 Note 2023 2022 2021	Three months ended August 31 2023 2022 2021
OPERATING EXPENSES General and administrative 17 $ 746,405 $ 730,563 $ 1,481,630 Business Development 17 329,714 107,165 226,204 Total expenses 1,076,119 837,728 1,707,834 OTHER INCOME (EXPENSES) Gain on debt forgiveness 9 62,500 - - Foreign exchange gain (loss) (1,656) (133) (8,137)

	$ 259,997 $ 345,337 $ 191,109
	166,384 35,915 112,796
	426,381 381,252 303,905


	- - -
	(1,054) 3 (6,222)
Total other income (expense) 60,844 (133) (8,137)	(1,054) 3 (6,222)

Loss from continuing operations (1,015,275) (837,861) (1,715,971)	(427,435) (381,249) (310,127)
Gain on disposal of subsidiaries 3 1,310,951 - - Loss from discontinued operations - (1,168,492) (1,545,498)	- - - - (397,149) (577,649)
Net Gain (Loss) from discontinued operations 1,310,951 (1,168,492) (1,545,498)	- (397,149) (577,649)
Net Income (Loss) for the period $ 295,676 $(2,006,353) $(3,261,469)	$ (427,435) $ (778,398) $(887,776)
OTHER COMPREHENSIVE LOSS Foreign currency translation loss (25,131) (20,832) 27,165	- (20,090) 38,936
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD $ 270,545 $(2,027,185) $(3,234,304)
	$ (427,435) $ (798,488) $(848,840)
Loss per share from continuing operations, Basic and Diluted $ (0.01) $ (0.03) $ (0.06) Basic Earnings (Loss) per share from Discontinued operations $ 0.02 $ (0.02) $ (0.03) Diluted Earnings (Loss) per share from Discontinued operations $ 0.00 $ (0.02) $ (0.03)
	$ 0.00 $ (0.01) $ (0.02)
	$ 0.00 $ (0.01) $ (0.01)
	$ 0.00 $ (0.01) $ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, Basic 80,582,373 59,308,622 51,031,005 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, Diluted 113,714,448 59,308,622 51,031,005
	96,971,425 59,317,461 54,231,219
	121,145,867 59,317,461 54,231,219

The accompanying notes are an integral part of these interim condensed consolidated financial statements .

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited – Prepared by Management)

(Expressed in Canadian dollars)

Accumulated other comprehensive income Share capital (Note 12) Number of shares Amount Contributed Surplus Reserves Deficit

	Total
Warrants Options
Balance, November 30, 2020 42,762,264 $ 7,376,763 $ 1,298,487 $- $- $ (8,893,128) $ 65,790	$ (152,088)
Net loss for the period - - - - - (3,261,469) -	(3,261,469)
Foreign currency translation gain - - - - - - 27,165	27,165
Shares issued for warrants exercised 5,779,572 1,245,226 - - - - -	1,245,226
Fair value of warrants exercised - 35,040 (35,040) - - - -	-
Shares issued for options exercised 425,000 222,500 - - - - -	222,500
Fair value of options exercised - 158,106 (158,106) - - - -	-
Private Placements 8,930,000 3,036,500 - - - - -	3,036,500
Fair value of broker warrants granted - (214,820) 214,820 - - - -	-
Shares issued to finders 336,250 (100,500) - - - - -	(100,500)
Finders’ Fee - (74,180) - - - - -	(74,180)
Shares issued as compensation 500,000 125,000 - - - - -	125,000
Stock-based compensation - - 929,208 - - - -	929,208
Balance, August 31, 2021 58,733,086 $ 11,809,635 $ 2,249,369 $- $- $(12,154,597) $ 92,955	$ 1,997,362

Balance, November 30, 2021 59,239,336 $11,834,582 $ 2,709,790 $- $- $(13,867,962) $ 96,393	$ 772,803
Net loss for the period - - - - - (2,006,353) -	(2,006,353)
Foreign currency translation gain - - - - - - (20,832)	(20,832)
Shares issued as compensation 78,125 17,189 - - - - -	17,189
Balance, August 31, 2022 59,317,461 $11,851,771 $ 2,709,790 $- $- $(15,87,315) $ 75,761	$ (1,237,193)

Balance, November 30, 2022 59,317,461 $11,851,771 $ 2,709,790 $- $- $(16,535,760) $ 25,131	$(1,949,068)
Net loss for the period - - - - - 295,676 -	295,676
Foreign currency translation loss - - - - - - (25,131)	(25,131)
Shares issued as compensation 2,600,000 169,000 - - - - -	169,000
Private Placements 43,587,000 2,278,420 - - - - -	2,278,420
Cash cost of issuance (233,404) - - - - -	(233,404)
Fair value of warrants granted (149,340) - 149,340 - - -	-
Fair value of stock option granted - - - - 59,785 - -	59,785
Balance, August 31,2023 105,504,461 $13,916,447 $ 2,709,790 $ 149,340 $ 59,785 $(16,240,084) $-	$ 595,278

The accompanying notes are an integral part of these interim condensed consolidated financial statements .

5 –

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) Interim Condensed Consolidated Statements of Cash Flows (Unaudited – Prepared by Management)

(Expressed in Canadian dollars)

	Period ended August 31	Period ended August 31
	2023	2022	2021
Cash Provided By (Used In)
Operating Activities
Net loss for the period	$ 295,676	$ (2,006,353)	$ (3,261,469)
Items not affecting cash:
Gain on sale of discontinued operations	(1,310,951)
Stock based compensation	59,785	-	929,208
Amortization expense	-	203,952	-
Foreign exchange (gain) loss	(25,131)	(20,832)	27,165
Shares issued for services	-	17,189	125,000
Changes in non-cash working capital:
Sales tax receivable	(12,958)	48,146	(6,050)
Prepaid expenses	(247,716)	106,262	(98,244)
Due from related parties	-	-	2,500
Due to related parties	(41,658)	447,122	46,423
Accounts payable and accrued liabilities	(988,964)	(123,123)	21,814
Net cash used in operating activities – continuing
operations	(2,271,917)	(1,327,637)	(2,213,653)
Net cash used in operating activities –
discontinued operations	(764,435)	910,147	(60,253)
Net cash used in Operating activities	(3,036,352)	(417,490)	(2,273,906)
Investing Activities
Long-term receivables	(171,097)	-	-
Net cash provided by (used in) investing activities	(171,097)	-	-
Net cash provided by (used in) investing activities
–discontinued operations	1,310,951	11,508	(180,648)
Net Cash provided by (used in) in investing
activities	1,139,854	11,508	(180,648)
Financing Activities
Common shares issued for cash, options and
warrants exercised, net of share issuance costs	2,278,420	-	4,329,546
Share issued for consideration	169,000	-	-
Share issuance costs	(233,404)	-	-
Loan payable	(79,019)	100,408	-
Net cash provided by financing activities –
continuing operations	2,134,997	100,408	4,329,546
Net cash provided by financing activities-
discontinued operations	-	(28,414)	(32,088)
Net cash provided by financing activities	2,134,997	71,994	4,297,458
Increase (decrease) in cash	238,499	(333,988)	1,842,904
Effect of foreign exchange rate changes on cash	-	-	-
Cash, beginning of the period	13,127	375,046	24,713
Cash, end ofthe period	$ 251,626	$41,058	$1,867,617

Supplemental cash flow information – Note 14

The accompanying notes are an integral part of these interim condensed consolidated financial statements .

6 –

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the period ended August 31, 2023 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

Aether Global Innovations Corp. (the “Company”) was incorporated under the Business Corporations Act of British Columbia on October 17, 2011. The head office, principal address and registered and records office of the Company are located at 700 – 1199 West Hastings Street, Vancouver, B.C., V6E 3T5.

On August 1,2023, the Company changed its name to Aether Global Innovation Corp from Plymouth Rock Technologies Inc.

The Company’s common shares are listed on the CSE under the symbol “AETH”, on the Frankfurt Stock Exchange under the Symbol: 4XA, WKN# - A2N8RH and on the OTC Markets Group (“OTCQB”) under the symbol: PLRTF.

Previously, the Company’s principal business activity through its subsidiary, Plymouth Rock USA (“PRT USA”), focused on developing technologies related to remotely detecting assault firearms and suicide bombs concealed on the person or a carry bag. The Company also incorporated a subsidiary in United Kingdom, Plymouth Rock Technologies UK Limited (“PRT UK”) to augment the Company’s existing research and development of its drone technologies for the US and EMEA markets. Moreover, the Company acquired Tetra Drones Limited (“Tetra”) to provide the Company with drones production line in the United Kingdom. On December 1, 2022, the Company lost control over PRT USA, PRT UK, and Tetra. Hence, the Company has discontinued the above subsidiaries according to the requirements of IFRS 10 (Note 3).

To date, the Company is in a transition stage to refocus the Company’s business operations from developing various technologies to a drone management and solutions provider.

Going Concern

These interim condensed consolidated financial statements are prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. At present, the Company’s operations do not generate cash flows. The Company has incurred losses since inception and has a comprehensive income of $270,545 for the period ended August 31, 2023 (2022 - $2,027,185; 2021 - $3,234,304) and had an accumulated deficit of $16,240,084 (2022 - $16,535,760). The ability of the Company to continue as a going concern is dependent on achieving profitable operations, commercializing its technologies, and obtaining the necessary financing in order to develop these technologies further. The outcome of these matters cannot be predicted at this time. The Company will continue to review the prospects of raising additional debt and equity financing to support its operations until such time that its operations become self-sustaining, to fund its research and development activities and to ensure the realization of its assets and discharge of its liabilities. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for future operations. These factors and uncertainty casts significant doubt about the Company’s ability to continue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business.

The Company is not expected to be profitable during the ensuing 12 months, and therefore, must rely on securing additional funds from either issuance of debt or equity financing for cash consideration. During the period ended August 31, 2023, the Company received net cash proceeds of $2,045,016 (2022 – spent $71,994; 2021 – received $4,297,458) pursuant to financing activities. Management has been successful in raising capital through periodic private placements of the Company's common shares in the past, however there is no certainty that financing will be available in the future, or certainty that management’s planned actions to address this situation will be successful.

1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN (continued)

Going Concern (continued)

These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future rather than a process of forced liquidation. These interim condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. Such adjustments could be material.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These interim condensed consolidated financial statements (“Financial Statements”) have been prepared using accounting policies consistent with IFRS as issued by the International Accounting Standard Board (“IASB”) and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, using accounting policies that the Company expects to adopt in its interim condensed consolidated financial statements for the period ended August 31, 2023. These interim condensed consolidated financial statements do not include all the information required for the annual consolidated financial statements and should be read in conjunction with the Company’s most recent audited consolidated financial statements for the year ended November 30, 2022, which are available on www.sedarplus.ca.

These Financial Statements are authorized for issue by the Board of Directors on October 27, 2023.

These Financial Statements have been prepared on the historical cost basis. In addition, these Financial Statements have been prepared using the accrual basis of accounting.

These Financial Statements are presented in Canadian dollars, which is the Company’s functional currency. The functional currency of PRT USA is U.S. Dollars and the functional currency of PRT UK and Tetra is British Pound Sterling (“£”). The assets and liabilities of PRT USA, PRT UK and Tetra are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their income and expense items are translated at average exchange rates for the period. Exchange differences arising on the translation are recognized in other comprehensive income.

Significant accounting judgments, estimates and assumptions

The preparation of these Financial Statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and reported amounts of income and expenses during the period. Actual results could differ from these estimates.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Significant accounting judgments, estimates and assumptions (continued)

Significant estimates used in preparing the Financial Statements include, but are not limited to the following:

a. Deferred taxes

The calculation of deferred tax is based on the ability of the Company to generate future taxable income, the estimation of which is subject to significant uncertainty as to the amount and timing. The calculation of deferred tax is also based on assumptions, which are subject to uncertainty as to timing and which tax rates are expected to apply when temporary differences reverse. Deferred tax recorded is also subject to uncertainty regarding the magnitude on non-capital losses available for carry forward and of the balances in various tax pools as the corporate tax returns have not been prepared as of the date of financial statement preparation.

b. Stock-based payments

The fair value of stock options and finders’ warrants issued are subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected lift, volatility of share prices, risk-free rate and dividend yield, changes in subjective input assumptions can materially affect the fair value estimate.

c. Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model.

d. Leases

Management uses estimation in determining the incremental borrowing rate used to measure the lease liability, specific to the asset, underlying currency and geographic location.

Significant judgments used in the preparation of these Financial Statements include, but are not limited to the following:

(i) Going concern

Management has applied judgements in the assessment of the Company's ability to continue as a going concern when preparing its Financial Statements for the period ended August 31, 2023. Management prepares the Financial Statements on a going concern basis unless management either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so.

In assessing whether the going concern assumption is appropriate, management accounts for all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(ii) Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgments as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 – Business Combinations. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisition disclosed in Note 3 met the criteria for accounting as a business combination.

Cash

Cash consists of amounts held in banks and highly liquid investments with limited interest and credit risk.

Consolidation

The Financial Statements of the previous year include the accounts of the Company and its wholly-owned subsidiary over which the Company as control (Note 3).

Control exists when the Company has the power and ability, directly or indirectly, to direct the relevant activities of an entity to obtain benefit from its activities. Subsidiaries are fully consolidated from the date that control commences until the date the control ceases. The accounting policies of the Company’s subsidiaries have been aligned with the policies adopted by the Company. When the Company ceases to control a subsidiary, the financial statements of the subsidiary are de-consolidated (Note 3).

Equipment

Recognition and measurement

On initial recognition, equipment is valued at cost, being the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of any future unavoidable costs of dismantling and removing the items. The corresponding liability is recognized within provisions.

Equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses.

When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

Gains and losses

Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount and are recognized net within other income in profit or loss.

Depreciation

Half of the normal depreciation is taken in the year of acquisition for equipment with declining balance method. The depreciation rates applicable to each category of property and equipment are as follows:

Computer equipment 55% declining balance Vehicles 30% declining balance Furniture 20% declining balance Leasehold improvements 30% declining balance Demo equipment 20% declining balance

10 -

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories

The Company values inventories at the lower of cost and net realizable value. Cost includes the costs of purchases net of vendor allowances plus other costs, such as transportation, that are directly incurred to bring the inventories to their present location and condition.

Business combinations

Business combinations are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of acquisition, of assets transferred, liabilities incurred or assumed, and equity instruments issued by the Company. The acquiree’s identifiable assets and liabilities assumed are recognized at their fair value at the acquisition date. Acquisition-related costs are recognized in profit or loss as incurred. The excess of consideration over the fair value of the net identifiable assets and liabilities acquired is recorded as goodwill. Any gain on a bargain purchase is recorded in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any goodwill that arises is tested annually for impairment.

Share capital

The Company records proceeds from the issuance of its common shares as equity. Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated between the common share and warrant component. The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the most easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component.

The fair value of the common shares issued in the private placement was determined to be the more easily measurable component and were valued at their fair value, as determined by the closing quoted price on the issuance date. The remaining proceeds, if any, are allocated to the attached warrants. Any fair value attributed to the warrants is recorded as warrant reserve. Management does not expect to record a value to the warrant in most equity issuances as unit private placements are commonly priced at market or at a permitted discount to market. If the warrants are issued as share issuance costs, the fair value of agent’s warrants are measured using the Black-Scholes option pricing model and recognized in equity as a deduction from the proceeds.

If the warrants are exercised, the related amount is reclassified as share capital. If the warrants expire unexercised, the related amount remains in warrant reserve.

Incremental costs directly attributable to the issue of new common shares are shown in equity as a deduction, net of tax, from the proceeds. Common shares issued for consideration other than cash are valued based on their market value at the date that shares are issued.

Stock-based payment

The Company recognizes share-based payment expense for the estimated fair value of equity-based instruments granted to both employees and non-employees. Compensation expense is recognized when the options are granted with the same amount being recorded as contributed surplus. The expense is determined using an option pricing model that accounts for the exercise price, the term of the option, the current share price, the expected volatility of the underlying shares, the expected dividend yield, and the risk-free interest rate for the term of the option. If the options are exercised, the contributed surplus will be reduced by the applicable amount. Share-based payment calculations have no effect in the Company’s cash position.

11 -

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings (loss) per share

Basic earnings (loss) per share are calculated using the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are calculated using the treasury stock method. This method assumes that common shares are issued for the exercise of options, warrants and convertible securities and that the assumed proceeds from the exercise of options, warrants and convertible securities are used to purchase common shares at the average market price during the period. The difference between the number of shares assumed issued and the number of shares assumed purchased is then added to the basic weighted average number of shares outstanding to determine the fully diluted number of common shares outstanding. No exercise or conversion is assumed during the periods in which a net loss is incurred as the effect is anti-dilutive.

Financial instruments

Financial assets

The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.

Subsequent to initial recognition, all financial assets are classified and subsequently measured at amortized cost. Interest income is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of cash, and accounts receivable.

The Company reclassifies debt instruments only when its business model for managing those financial assets has changed. Reclassifications are applied prospectively from the reclassification date and any previously recognized gains, losses or interest are not restated.

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The Company applies the simplified approach for accounts receivable that do not contain a significant financing component. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime.

Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

12 -

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial liabilities

The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss.

Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains, and losses relating to a financial liability are recognized in profit or loss. Financial liabilities measured at amortized cost are comprised of accounts payable, lease liability, and due to related parties.

The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.

Interest

Interest income and expense are recognized in profit or loss using the effective interest method.

The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments over the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortized cost of the financial liability. The effective interest rate is calculated considering all contractual terms of the financial instruments, except for the expected credit losses of financial assets.

The ‘amortized cost’ of a financial asset or financial liability is the amount at which the instrument is measured on initial recognition minus principal repayments, plus or minus any cumulative amortization using the effective interest method of any difference between the initial amount and maturity amount and adjusted for any expected credit loss allowance. The ‘gross carrying amount’ of a financial asset is the amortized cost of a financial asset before adjusting for any expected credit losses.

Interest income and expense is calculated by applying the effective interest rate to the gross carrying amount of the financial asset (when the asset is not credit-impaired) or the amortized cost of the financial liability.

Where a financial asset has become credit-impaired subsequent to initial recognition, interest income is calculated in subsequent periods by applying the effective interest method to the amortized cost of the financial asset. If the asset subsequently ceases to be credit-impaired, calculation of interest income reverts to the gross basis.

Offsetting

Financial assets and financial liabilities are offset, with the net amount presented in the statement of financial position, when, and only when, the Company has a current and legally enforceable right to set off the recognized amounts and intends either to settle on a net basis or realize the asset and settle the liability simultaneously.

Income and expenses are presented on a net basis only when permitted under IFRS, or when arising from a group of similar transactions if the resulting income and expenses are not material.

13 -

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

Revenue is recognized by applying the five-step model under IFRS 15. The Company recognizes revenue when, or as the goods or services are transferred to the control of the customer and performance obligations are satisfied. The Company’s revenue is comprised of sales of its radar systems, radar components and engineering design and development services. The Company’s revenue is recognized when control of the goods has been transferred, being when the goods are delivered to customers and when all performance obligations have been fulfilled. The amounts recognized as revenue represent the fair values of the considerations received or receivable from third parties on the sales of goods to customers, net of goods and services taxes and less returns, and discounts, at which time there are no conditions for the payment to become due other than the passage of time. For its engineering design and development services, revenue is recognized when the service has been rendered.

Deferred revenue

The Company recognizes a deferred revenue when the customers pay in advance for the goods or services to be delivered in future periods. Revenue will be recognized in the future period when the goods and services are provided and in accordance with IFRS 15.

Government grants

Government grants are recognized at fair value once there is reasonable assurance that the Company will comply with the conditions attached to the grants and that the grants will be received. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grants are intended to compensate. A forgivable loan from government is treated as a government grant when there is reasonable assurance that the entity will meet the terms for forgiveness of the loan.

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to equity items, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences do not result in deferred tax assets or liabilities: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting profit (loss) nor taxable profit (loss); and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

14 -

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

Parties are also considered to be related if they are subject to common control and related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Leases

The Company adopted IFRS 16 effective December 1, 2019. The Company chose to adopt the modified retrospective approach on transition to IFRS 16 and has chosen not to restate comparative information in accordance with the transitional provisions in IFRS 16. As a result, the comparative information continues to be presented in accordance with the Company’s previous accounting policies. The adoption of IFRS 16 resulted in the recognition of a right-of-use asset and a lease liability measured at the present value of the future lease payments on the interim condensed consolidated statements of financial position. An amortization expense on the right-of-use asset and an interest expense on the lease liability has replaced the operating lease expense. IFRS 16 has changed the presentation of cash flows relating to leases in the Company’s interim condensed consolidated statements of cash flows, however, it does not cause a difference in the amount of cash transferred between the parties of the lease.

Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those adopted by the Company.

Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Loss of control

When the Company loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognized in the consolidated statement of operations. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Discontinued operations

The Company classifies disposal groups as discontinued operations if their carrying amounts will be recovered principally through a sale rather than through continuing use. Such disposal groups are measured at the lower of their carrying amount and fair value less costs to sell.

A disposal Company qualifies as discontinued operations if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:

Represents a separate major line of business or geographical area of operations.
Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations.
Is a subsidiary acquired exclusively with a view to re ‐ sell
15 -

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Discontinued operations (continued)

Loss from discontinued operations are excluded from net loss from continuing operations and are presented as a single amount under “loss from discontinued operations” account in the consolidated statement of loss and comprehensive loss.

Accounting standards, amendments and interpretations not yet effective

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or the IFRIC during the period but are not yet effective. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.

IAS 1 – Presentation of Financial Statements (“IAS 1”) – Classification of Liabilities as Current or Noncurrent were amended to clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Earlier adoption is permitted.

Accounting standards, amendments and interpretations not yet effective (continued)

IAS 16 – Property, Plant and Equipment — Proceeds before Intended Use – The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before that asset is available for use, i.e. proceeds while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Consequently, an entity recognizes such sales proceeds and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 Inventories. The amendments are effective for annual reporting periods beginning on or after January 1, 2022. Earlier adoption is permitted.

These new and amended standards are not expected to have a material impact on the Company’s Financial Statements

3. DISPOSAL OF SUBSIDIARIES

During the period ended August 31, 2023, the Company, due to lack of oversight and difficulty in obtaining complete books and records, as well as the resignation of key management personnel in its UK (PRT UK and Tetra Drones) and US (PRT USA) subsidiaries, have lost control over the operations and met the definition of discontinued operations. As such, assets, liabilities and results of operations that can be distinguished operationally and for financial reporting purposes from the rest of the Company have been terminated and reported separately in the financial statements and was deconsolidated for financial reporting purposes. The resulting gain from the disposal of the subsidiaries broken down as follows:

	PRT USA	PRT UK	Tetra Drones	Total
Net Liabilities before disposal of
subsidiaries	$5,054,611	$1,506,504	$ 230,931	$6,792,046
Less: Receivables from subsidiaries	(4,239,682)	(1,120,913)	(120,500)	(5,481,095)
Gain from disposal of subsidiaries	$ 814,929	$ 385,591	$ 110,431	$1,310,951

16 -

3. DISPOSAL OF SUBSIDIARIES (continued)

(a) PRT USA

On December 1, 2022, following the management transitions and the loss of control over PRT USA, the Company derecognized their investment in this subsidiary. The Company has not received any consideration on the disposal. As such, the total value of the net liabilities of PRT USA was recognized as a gain on disposal of subsidiaries in the consolidated statements of income (loss) and comprehensive income (loss).

During the period ended August 31, 2023, the assets and liabilities from discontinued operations recognized in the consolidated statements of income (loss) and comprehensive income (loss) amounting to $5,054,611 (2022 - $Nil).

il).
	As at
	December 1, 2022
	(Unaudited)
ASSETS
Current Assets
Cash, cash equivalents, and restricted cash	$ 9,700
Prepaid expenses	8,313
Account receivable	6,831
Inventories	2,163
Total current assets of discontinued operations	27,007
Non-current assets
Equipment	5,919
Right of use asset	38,189
Total non-current assets of discontinued operations	44,108
Assets of discontinued Operations	$ 71,115
LIABILITIES
Liabilities
Accounts payable	$ 284,181
Lease liability	671,205
Due to related parties	4,293,824
Total liabilities of discontinued operations	5,249,210
Liabilities of discontinued operation	$5,249,210
Foreign exchange losses	(123,484)
Net liabilities before disposal of PRT USA	$5,054,611

As at August 31, 2023, the Company had a receivable from PRT USA amounting to $4,239,682. Due to uncertainty surrounding collectability, the Company fully recognized this intercompany loan as a loss in the consolidated statements of income (loss) and comprehensive income (loss) for the period ended August 31, 2023.

(b) PRT UK

On December 1, 2022, following the management transitions and the loss of control over PRT UK, the Company derecognized their investment in this subsidiary. PRT UK was also put under liquidation from July 6, 2023. The Company has not received any consideration on the disposal. As such, the total value of the net liabilities of PRT UK was recognized as a gain in the consolidated statements of income (loss) and comprehensive income (loss).

17 -

3. DISPOSAL OF SUBSIDIARIES (continued)

(b) PRT UK (continued)

zed in theconsolidated statements of income (loss) an 504 (2022 - $Nil).	d comprehensive income (loss)amou
	As at
	December 1, 2022
	(Unaudited)
ASSETS
Current Assets
Cash, cash equivalents, and restricted cash	$ 3,852
Prepaid expenses	8,983
Total current assets of discontinued operations	12,835
Non-current assets
Equipment	9,171
Right of use asset	24,686
Total non-current assets of discontinued operations	33,857
Assets of discontinued operations	$ 46,692
LIABILITIES
Current Liabilities
Accounts payable	$ 455,062
Current Lease Liability	26,456
Due to related parties	919,436
Deferred revenue	126,932
Liabilities of discontinued operation	$ 1,527,886
Foreign exchange losses	25,310
Net liabilities before disposal of PRT UK	$ 1,506,504

As at August 31, 2023, the Company had a receivable from PRT UK amounting to $1,120,913. Due to uncertainty surrounding collectability, the Company fully recognized this intercompany loan as a loss in the consolidated statements of income (loss) and comprehensive income (loss) for the period ended August 31, 2023.

(c) Tetra Drones

On December 1, 2022, following the management transitions and the loss of control over Tetra, the Company has derecognized their investment in this subsidiary. The Company has not received any consideration on the disposal. As such, the total value of the net liabilities of Tetra Drones was recognized as a gain in the consolidated statements of income (loss) and comprehensive income (loss).

18 -

3. DISPOSAL OF SUBSIDIARIES (continued)

	As at
	December 1, 2022
	(Unaudited)
ASSETS
Current Assets
Sales tax receivable	$	435
Total current assets of discontinued operations		435
Non-current assets
Equipment		9,982
Total non-current assets of discontinued operations		9,982
Assets of discontinued Operations	$	10,417
LIABILITIES
Current Liabilities
Bank Overdraft	$	16,294
Accounts payable		12,043
Due to related parties		209,738
Loan payable-current		249
Liabilities of discontinued operation	$	238,324
Foreign exchange gains		3,024
Net liabilities before disposal of Tetra Drones	$	230,931

As at August 31, 2023, the Company had a receivable from Tetra Drones amounting to $120,500. Due to uncertainty surrounding collectability, the Company fully recognized this intercompany loan as a loss in the consolidated statements of income (loss) and comprehensive income (loss) for the period ended August 31, 2023.

4. PREPAID EXPENSES

As at August 31, 2023 and November 30, 2022, the Company’s prepaid expenses consist of the following:

	August 31, 2023	November 30, 2022
Advertising and promotions	$ -	$ 113
Investor relations	151,816	-
Consulting fees	105,607	-
Rent	525	8,247
Transfer agent and filing fees	13,215	13,748
Insurance	7,500	8,839
	$ 278,663	$ 30,947

The prepayments for advertising and business development include prepayments for marketing and awareness programs handled by an arms’ length parties for a six to twelve-month period. Consulting fees consist of prepayment for advisory services to develop new business relationships and general business consulting services to the company. Prepaid rent pertains to the amount paid for the security deposit of the rent while prepayments for transfer agent and filing fees include annual fee of transfer agent for the issuance of shares, closing of private placement and other related compliance.

19 -

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the period ended August 31, 2023 (Expressed in Canadian Dollars)

5. EQUIPMENT

5. EQUIPMENT
					Leasehold	Demo
	Computer	Furniture	Vehicles		Improvement	Equipment	Total
	$	$	$		$	$	$
Cost:
Balance at November 30, 2021	24,028	19,271	16,014		3,826	239,747	302,886
Disposal	-	-	(16,243)		-	-	(16,243)
Foreign currency translation adjustment	(997)	190		229	(182)	3,158	2,398
Balance at November 30, 2022	23,031	19,461		-	3,644	242,905	289,041
Foreign currency translation adjustment	361	206		-	59	2,653	3,279
Disposal	(23,392)	(19,667)		-	(3,703)	(245,558)	(292,320)
Balance at August 31, 2023	-	-		-	-	-	-
Accumulated Depreciation:
Balance at November 30, 2021	1,716	5,473	1,218		291	-	8,698
Amortization	9,236	2,688	4,210		1,006	-	17,140
Disposal	-	-	(5,375)		-	-	(5,375)
Impairment	-	-		-	-	236,677	236,677
Foreign currency translation adjustment	642	296	(53)		(13)	6,228	7,100
Balance at November 30, 2022	11,594	8,457		-	1,284	242,905	264,240
Amortization	1,593	554		-	179	-	2,326
Foreign currency translation adjustment	180	81		-	23	2,653	2,937
Disposal	(13,367)	(9,092)		-	(1,486)	(245,558)	(269,503)
Balance at August 31, 2023	-	-		-	-	-	-
Net Book Value:
At November 30, 2022	11,437	11,004		-	2,360	-	24,801
At August 31, 2023	-	-		-	-	-	-

6. LONG-TERM RECEIVABLES

During the period ended August 31, 2023, the Company provided facility agreements with a third party to fund the latter’s new and existing business opportunities. This solidifies the Company’s commitment to further its partnership with the third party and the move towards autonomous drone applications through further development of a dedicated drone docking station.

On May 29, 2023, the Company signed a facility agreement with a third party wherein the Company will provide a total of £50,000 ($84,929). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 5% of the diluted share capital of the third party.

On July 25, 2023, the Company signed another facility agreement with a third party wherein the Company will provide a total of £35,000 for general corporate purposes and it has sent a total of £35,000 ($60,151). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 3.5% of the diluted share capital of the third party and no conversion was made to date.

On August 11, 2023, the Company signed another facility agreement with a third party wherein the Company will provide £15,000 for general corporate purposes and it has sent a total of £15,000 ($26,017). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1.5% of the diluted share capital of the third party and no conversion was made to date.

20 -

6. LONG-TERM RECEIVABLES (continued)

As at August 31, 2023, the Company has loaned a total of $171,097 (£100,000) to the third party and no conversion was made to date.

7. ACCOUNTS PAYABLE

As at August 31, 2023 and November 30, 2022, the Company’s accounts payable consist of the following:

	August 31, 2023	November 30, 2022
Professional fees	$ 11,370	$ 382,805
Business development	10,500	-
Funds to be returned to investors	43,046	43,046
Advertising costs	-	34,705
Payroll	-	268,610
Development costs	-	168,925
Bank overdraft	-	16,036
VAT Payable	-	61,262
Purchases	-	2,121
Rent	-	1,822
Others	9,983	84,531
	$ 74,899	$1,063,863

8. DEFERRED REVENUE

As of November 30, 2022, the former subsidiary, PRT UK had an advance payment from their customers as consideration for the Company’s product and services to be rendered in the future date amounting to $124,918. The company had classified the above customer advance as Deferred Revenue for the year ended November 30, 2022. On December 1, 2022, the company has lost control over PRT UK and accordingly recognized the balance of $124,918 as part of the gain on disposal of subsidiaries in the consolidated statements of income (loss) and comprehensive income (loss).

9. RELATED PARTY TRANSACTIONS AND BALANCES

Key management compensation

The amounts due to and from related parties are due to the directors and officers of the Company. The balances are unsecured, non-interest bearing and due on demand. These transactions are in the normal course of operations and have been valued in these interim condensed consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Key management is comprised of directors and officers of the Company.

As at August 31, 2023, $5,250 (November 30, 2022– $705,672) are due to directors and officers of the Company:

	August 31, 2023 November 30, 2022

	Company controlled by the President and CEO $ - $ 78,750
	Director and Chairman - 1,731
	Former CFO of the Company - 67,540
	Former interim CEO of the Company - 250,179
	Former CEO and Director - 307,472
	Company controlled by a Director 5,250 -
	$5,250 $ 705,672

21 -

9. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

During the periods ended August 31, 2023 and 2022 and 2021, the Company entered into the following transactions with related parties:

	August 31 2023	August 31, 2022	August 31, 2021
Management fees	$ 77,127	$ -	$ 81,750
Consulting fees	32,500	236,022	187,500
Accounting fees	41,844	-	26,079
Rent	-	-	3,500
Share-based payments	57,708	-	346,805
Salaries and benefits to the
Former CEO	-	233,631	242,337
	$ 209,179	$469,653	$ 887,971

Management fees consisted of the following:

	August 31, 2023	August 31, 2022	August 31, 2021
Company controlled by the
President and CEO	$ 35,000	$ -	$ -
CFO	15,000	-	-
Former Interim CEO	27,127	-	-
Former Corporate Secretary	-	-	36,750
Former CFO of the Company	-	-	45,000
	$ 77,157	$-	$ 81,750

Consulting fees consisted of the following:

	August 31, 2023	August 31, 2022	August 31, 2021
Company controlled by the
President and CEO	$ 32,500	$ 37,500	$ -
Company controlled by the
Former Corporate Secretary	-	35,500	-
Directors	-	163,022	187,500
	$32,500	$236,022	$187,500

Accounting fees of $41,844 (2022 - $51,552 and 2021 - $26,079) and rent of $Nil (2022 - $Nil and 2021 - $3,500) were paid or accrued to a company controlled by a director.

Gain on debt forgiveness of $62,500 (2022 - $Nil and 2021 - $Nil) is the consulting fees forgiven by the company controlled by the President and CEO.

22 -

9. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

During the period ended August 31, 2023, the Company had 1,850,000 (August 31, 2022 – 1,650,000) stock options held by the Directors and officers of the Company. The amount recognized as expense for these options for the periods ended August 31, 2023, 2022, and 2021 are as follows:

	August	31, 2023	August	31, 2022		August	31, 2021
	Number of Options held	Expense for theyear (vested)	Number of options held	Expense for theyear (vested)		Number of Options held	Expense for theyear (vested)
CEO	800,000	$ 25,571	-	$	-	-	$ -
CFO	200,000	6,393	-		-	-	-
Corporate Secretary	50,000	173	-		-	-	-
Former CEO	-	-	600,000		-	600,000	$ 112,167
Former CFO	-	-	150,000		-	150,000	28,042
Former Corporate	-	-	150,000		-	150,000	28,042
Secretary
Directors	800,000	25,571	750,000		-	825,000	176,910
	1,850,000	$ 57,708	1,650,000*	$	-	1,725,000	$ 345,161

*During the period ended August 31, 2023, 1,650,000 stock options held by the former Directors and former Officers were cancelled due to resignation from their position

10. LOANS PAYABLE

For the period ended August 31, 2023, the current loan payable of $48,000 consisted of: a loan with a principal amount of $30,000 plus 60% fixed interest on Principal amount totaling $18,000 due to default as per agreement.

11. CAPITAL MANAGEMENT

The Company considers its capital structure to include net residual equity of all assets, less liabilities. The Company’s objectives when managing capital are to (i) maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern; (ii) maintain a capital structure that allows the Company to pursue the development of its projects and products; and (iii) optimize the use of its capital to provide an appropriate investment return to its shareholders commensurate with risk.

The Company’s financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or acquire or dispose of assets.

23 -

12. SHARE CAPITAL

(a) Common Shares

Authorized: Unlimited number of common shares without par value

As at August 31, 2023, there were 105,504,461 common shares issued and outstanding (November 30, 2022 – 59,317,461).

During the period ended August 31, 2023:

On July 24, 2023, the Company closed a non-brokered private placement and issued 9,907,000 common shares at a price of $0.06 per unit for gross proceeds of $594,420. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for five (5) years from the closing of the Offering. The company has paid cash finders fees of $59,442, legal fees of $8,082 and and 990,700 finders’ b-warrants were paid on a portion of the Offering. Each finder’s b-warrant entitles the holder to purchase one additional common share at a price of $0.10 for five (5) years from closing of the Offering.

On May 30, 2023, the Company issued 2,600,000 common shares as compensation for Investor relations to an arm’s length party valued at a total of $169,000.

On March 30, 2023, the Company closed a non-brokered private placement and issued 26,480,000 common shares at a price of $0.05 per unit for gross proceeds of $1,324,000. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three (3) years from the closing of the Offering. The company has paid cash finders fees of $95,900 and legal fees of $17,500.

On March 27, 2023, the Company closed a non-brokered private placement and issued 7,200,000 common shares at a price of $0.05 per unit for gross proceeds of $360,000. Each Unit is comprised of one (1) common share and one (1) common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 for three (3) years from the closing of the Offering. The company has paid cash finders fees of $46,500 and legal fees of $6,000.

During the year ended November 30, 2022:

On December 31, 2021, the Company issued 78,125 common shares as compensation for consulting fees to a director valued at a total of $17,189.

During the year ended November 30, 2021:

On August 9, 2021, the Company issued 5,750,000 Units at $0.40 per unit for proceeds of $2,300,000. Each unit comprised one common share and one full non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.50 for five years. The Company paid cash of $63,700, issued 166,250 finders’ Units with a fair value of $66,500 and 325,750 broker warrants as finder’s fees. Each finders’ Unit comprised of one common share and one full non-transferable common share purchase warrant, with exercise price of $0.50 per share for five years. The broker warrants are exercisable at $0.50 per share for five years.

24 -

12. SHARE CAPITAL (continued)

(a) Common Shares (continued)

On January 29, 2021, the Company issued 3,180,000 Units at $0.20 per unit for proceeds of $636,000. Each unit comprised one common share and one full non-transferable common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.25 for five years. The Company paid cash of $10,480, issued 170,000 finders’ Units with a fair value of $34,000 and 222,400 broker warrants as finder’s fees. Each finder’s Unit comprised of one common share and one full non-transferable common share purchase warrant with exercise price of $0.25 per share for five years. The broker warrants are exercisable at $0.25 per share for five years.

During the year ended November 30, 2021, the Company issued 425,000 common shares for gross proceeds of $222,500 from the exercise of 425,000 stock options at $0.50 to $0.60 per share.

During the year ended November 30, 2021, the Company issued 6,129,573 common shares for gross proceeds of $1,332,727 from the exercise of 6,129,573 share purchase warrants at $0.20 to $0.50 per share.

During the year ended November 30, 2021, the Company issued 656,250 common shares with total fair value of $307,734 were issued as compensation for consulting fees to a director (Note 9).

(b) Stock Options

The Company maintains an incentive stock option plan (the “Option Plan”) which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees, and consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares in the capital of the Company at the time of granting of options.

During the period ended August 31, 2023:

On August 18, 2023, the Company granted 2,450,000 incentive stock options to Directors, Officers and consultant with an exercise price of $0.05 per share for a period of three years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.3196, volatility 100%, risk-free rate 4.51%, dividend yield 0%, and expected life of 3 years. With these assumptions, the fair value of options was determined to be $78,311.

During the period ended August 31, 2023, 2,200,000 options, 1,550,000 options and 150,000 options with exercise prices of $0.60, 0.75 and 0.50, respectively, were cancelled.

During the year ended November 30, 2022:

125,000 stock options with an exercise price of $0.50 were cancelled.

75,000 stock options with an exercise price of $0.50 expired unexercised.

25 -

12. SHARE CAPITAL (continued)

(b) Stock Options (continued)

During the year ended November 30, 2021:

On June 10, 2021, the Company granted 150,000 incentive stock options to a consultant with an exercise price of $0.50 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.485, volatility 100%, risk-free rate 0.82%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $53,677, and the amount was recognized on the interim condensed consolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

On January 21, 2021, the Company granted 1,550,000 incentive stock options to directors, consultants, and employees with an exercise price of $0.75 per share for a period of five years from the date of grant. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.75, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $1,022,995, and the amount was recognized on the interim condensed consolidated statements of loss and comprehensive loss for the year ended November 30, 2021.

Stock-based compensation recognized in profit or loss for the period ended August 31, 2023 amounted to $59,785- (2022 – $Nil; and 2021 – $929,208).

Stock option transactions and the number of stock options outstanding as at August 31, 2023, November 30, 2022, and November 30, 2021 are summarized as follows:

	Number of Weighted Average
	Options Exercise Price
Balance, November 30, 2021	4,225,000 $ 0.64
Expired	(75,000) 0.50
Cancelled	(125,000) 0.50
Balance, November 30, 2022	4,025,000 $ 0.66
Cancelled	(3,900,000) 0.66
Granted	2,450,000 0.05
Balance, August 31, 2023	2,575,000 $ 0.07

The following summarizes the stock options outstanding at August 31, 2023:

				Weighted average	Weighted
		Numbers of	Numbers of	remaining	average
	Exercise	options	options	contractual life	exercise
Expiry Date	Price	outstanding	exercisable	(year)	price
	$				$
November 28, 2024	0.50	125,000	125,000	0.06	0.02
August 18, 2023	0.05	2,450,000	1,800,000	2.82	0.05
		2,575,000	1,925,000	2.88	0.07

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12. SHARE CAPITAL (continued)

c) Share purchase warrants

During the period ended August 31, 2023:

On July 24, 2023, pursuant to the closing of the private placement, the Company issued 9,907,000 common share purchase warrants. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.10 per share for a period of 5 years following the date of the issuance. The Company has allocated 100% proceeds to common share and $Nil to share purchase warrants by adopting the residual approach.

On July 24, 2023, pursuant to the finder’s agreement in relation to the Offering, the Company issued 990,700 share warrants to the agent with an exercise price of $0.10 for a period of 5 years from the date of issuance. The share warrants were valued at $45,364 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate – 3.9%; expected life – 5 years; expected volatility – 100%; forfeiture rate – Nil and expected dividends – $Nil.

On March 30, 2023, the Company issued 26,480,000 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.10 for three from closing of the offering.

On March 30, 2023, pursuant to the agency agreement in relation to the Offering, the Company issued 2,648,000 share warrants to the agent with an exercise price of $0.10 for a period of 3 years from the date of issuance. The share warrants were valued at $94,537 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate – 3.53%; expected life – 3 years; expected volatility – 100%; forfeiture rate – Nil and expected dividends – $Nil.

On March 27, 2023, the Company issued 7,200,000 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.10 for three from closing of the offering.

On March 27, 2023, pursuant to the agency agreement in relation to the Offering, the Company issued 200,000 share warrants to the agent with an exercise price of $0.10 for a period of 3 years from the date of issuance. The share warrants were valued at $9,439 using Black-Scholes Option Pricing model with the following assumptions: average risk-free rate – 3.9%; expected life – 5 years; expected volatility – 100%; forfeiture rate – Nil and expected dividends – $Nil.

During the year ended November 30, 2022

561,081 warrants with exercise price of $0.20 expired unexercised.

During the year ended November 30, 2021

On August 9, 2021, the Company issued 5,916,250 common share purchase warrants as part of the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.50 per share until August 9, 2026.

On August 9, 2021, the Company also granted 325,750 warrants to finder’s warrants as described in note 12(a) in connection with the private placement. Each warrant is exercisable to purchase one common share at an exercise price of $0.50 per share until August 9, 2026. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.35, volatility 100%, risk-free rate 0.88%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $79,032.

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12. SHARE CAPITAL (continued)

On January 29, 2021, the Company granted 3,350,000 common share purchase warrants as part of a non-brokered private placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.25 per share until January 29, 2026. During the year ended November 30, 2021, 30,000 warrants were exercised at $0.25 per share.

On January 29, 2021, the Company also granted 222,400 warrants to finders in connection with the private placement. Each warrant is exercisable to acquire one common share at an exercise price of $0.50 per share until August 9, 2026. During the year ended November 30, 2021, 4,240 warrants were exercised at $0.25 per share. The fair value was estimated using the Black-Scholes pricing model with estimated, stock price of $0.52, volatility 100%, risk-free rate 0.43%, dividend yield 0%, and expected life of 5 years. With these assumptions, the fair value of options was determined to be $95,395.

Share purchase warrant transactions and the number of share purchase warrants outstanding as of August 31, 2023, November 30, 2022 and November 30, 2021 are summarized as follows:

Number of Warrants	Weighted Average Exercise Price
Balance,November 30,2021 9,991,241	$ 0.42
Warrants expired (561,081)	0.20
Balance, November 30, 2022 9,430,160	0.42
Granted 47,425,700	0.10
Balance, November 30, 2022 and August 31, 2023 56,855,860 $ 0.14

The following summarizes the stock warrants outstanding at August 31, 2023:

Expiry Date	Exercise Price $	Number of Warrants outstanding and exercisable	Weighted average remaining contractual life (year)	Weighted average exercise price $
January 29, 2026	0.25	3,188,160	0.14	0.01
March 27, 2026	0.10	7,400,000	0.33	0.01
March 30, 2026	0.10	29,128,000	1.32	0.05
August 9, 2026	0.50	6,242,000	0.32	0.05
July 24, 2028	0.10	10,897,700	0.94	0.02
		56,855,860	3.05	0.14

13. FINANCIAL RISK MANAGEMENT

The Company’s financial assets consist of cash, and due from related parties. The estimated fair values of cash, subscription receivable, and due from related parties approximate their respective carrying values due to the short period to maturity.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

a. Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities; b. Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
c. Level 3 – inputs that are not based on observable market data.
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13. FINANCIAL RISK MANAGEMENT (Continued)

For the periods ended August 31, 2023 and November 30, 2022, the fair value of the cash, accounts receivable, accounts payable, and due from related parties approximate the book value due to the short-term nature.

The Company is exposed to a variety of financial instrument-related risks. The Board approves and monitors the risk management processes, inclusive of counterparty limits, controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company ensures, as far as reasonably possible, it will have sufficient capital in order to meet shortterm business requirements, after taking into account cash flows from operations and the Company’s holdings of cash. The Company believes that these sources will be sufficient to cover the likely short-term cash requirements.

The Company’s cash is currently invested in business accounts which are available on demand by the Company for its operations.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has no significant interest rate risk due to the short-term nature of its interest generating assets.

Credit Risk

Credit risk is the risk of a loss when a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk is limited to its cash. The Company limits its exposure to credit risk by holding its cash in deposits with high credit quality Canadian financial institutions.

Foreign Currency Risk

The Company is exposed to foreign currency risk on fluctuations related to cash, leases, due from related parties and accounts payable and accrued liabilities that are denominated in US dollars. 10% fluctuations in the US dollar and UK Sterling Pound against the Canadian dollar have affected comprehensive loss for the period by approximately $Nil (2022 – $7,464 and 2021 – $26,633).

14. SUPPLEMENTAL CASH FLOW INFORMATION

During the periods ended August 31, 2023, 2022 and 2021, the Company has the following non-cash investing and financing activities:

investingand financingactivities:
	August 31,	August 31,	August 31,
	2023	2022	2021
Non-cash financing activities:
Fair value of options granted and vested	$ 59,785	$ -	$ 929,208
Fair value of options exercised	-	-	158,106
Fair value of warrants granted	149,340	-	214,820
Fair value of warrants exercised	-	-	35,040
Shares issued to finders	169,000	-	-
Non-cash investing activities:
Shares issued as compensation	-	17,189	125,500

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15. COMMITMENTS AND CONTINGENCIES

On August 1, 2023, the company entered into a consulting service agreement with an arm’s length party. The consultant will provide Capital Market, Compliance and Business development related services for a period of 6 months starting August 1, 2023 for a total consideration of $100,000 ($50,000 paid as of August 31, 2023).

The Company has certain commitments related to key management compensation for $10,000 per month with no specific expiry of terms (Note 9).

16. RIGHT-OF-USE ASSETS AND LEASE LIABILITY

Right-of-use assets

In November 2018, the Company’s previously controlled subsidiary, PRT USA, entered into a two-year lease agreement for leased premises in Plymouth, Massachusetts, commencing December 1, 2018 and ending on November 30, 2020. On December 31, 2020, the Company renewed this lease agreement to November 30, 2023. The minimum base rent for the remaining lease term is USD$3,005 ($3,726) per month from December 1, 2019 to November 01, 2020; USD$3,095 ($3,838) per month from December 1, 2020 to November 30, 2021; USD$3,188 ($3,953) per month from December 1, 2021 to November 30, 2022; and USD$3,284 ($4,072) per month from December 1, 2022 to November 30, 2023. However, PRT USA agreed to terminate their lease with an arm’s length party on December 31, 2022.

On September 9, 2021, the Company’s previously controlled subsidiary, PRT UK, entered into lease agreement with arm’s length party to use the premises known as The Old Workshop, Estuary Road, King’s Lynn, Norfolk from May 1, 2021 and will set to expire on April 30, 2024, with annual lease fee of £12,000 or £1,000 per month with interest of 4% per annum above Barclays Bank PLC base rate in case of default (Notes 3)

During the period ended August 31, 2023, the company has disposed of its UK and US subsidiaries (Notes 3) Accordingly, the ROU asset and lease liabilities have been derecognized.

The following is the continuity of the cost and accumulated depreciation of right-of-use assets, for the period ended August 31, 2023 and for the year ended November 30, 2022:

and for the year ended November 30, 2022:
Balance, November 30, 2021	$ 72,734
Additions	38,027
Amortization expense	(50,571)
Cumulative translation adjustment	1,008
Balance, November 30, 2022	$ 61,198
Amortization expense	(6,579)
Disposal	(38,383)
Cumulative translation adjustment	5,763
Disposal of net liabilities due to loss of control	(21,999)
Balance, August 31, 2023	$-

30 -

16. RIGHT-OF-USE ASSETS AND LEASE LIABILITY (continued)

Lease liabilities

The following is the continuity of lease liability, for the period ended August 31, 2023 and for the year ended November 30, 2022:

Balance, November 30, 2021	$ 86,346
Additions	38,027
Lease payments	(72,727)
Interest on lease liability	18,877
Cumulative translation adjustment	5,274
Balance, November 30, 2022	$ 75,797
Lease payments	(9,406)
Interest on lease liability	1,514
Lease cancellation/ termination	(50,135)
Cumulative translation adjustment	5,270
Disposal of net liabilities due to loss of control	(23,040)
Balance, August 31, 2023	$-

Current Portion	$ -
Long-term portion	$-

As at August 31, 2023 and November 30, 2022, the minimum lease payments for the lease liabilities are as follows:

s:
	August 31, 2023	November 30, 2022
Year ending:
2023	$ -	$ 72,664
2024	-	9,716
Subrotal	-	82,380
Less: Interest expense on lease liabilities	-	(6,583)
Total present value of minimum lease payments	$ -	$ 75,797

17. BREAKDOWN OF EXPENSES

7. BREAKDOWN OF EXPENSES
		Nine Months ended August		31
General and Administrative Expenses	Note	2023	2022	2021
Accounting and audit fees	9	$ 64,214	$ 173,552	$	63,079
Amortization	5, 6, 16	-	164,274		-
Investor relations		236,908	-		-
Consulting fees	9	90,324	270,011		198,071
General office expenses		15,420	7,594		9,537
Insurance		7,430	9,853		10,268
Legal fees		139,709	48,923		124,964
Management fees	9	77,127	-		81,750
Rent		4,500	5,988		8,482
Stock-based compensation	9, 12	59,785	-		929,208
Transfer agent and filing fees	12	47,521	50,368		56,271
Travel		3,467	-		-
Total		$ 746,405	$ 730,563	$ 1,481,630

Business development expenses amounting to $329,714 (2022 - $107,165; 2021 - $226,204) relate to corporate marketing and strategic investment initiatives done by the Company to build new businesses.

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18. SEGMENTED INFORMATION

The Company operates in one business segment, focusing on drone management and automation services as described in Note 1.

Reportable segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

19. SUBSEQUENT EVENTS

On October 23, 2023, The company entered into an consulting and advisory agreement with an arm’s length party to provide non inclusive technical advisory and consulting services to Aether in connection with assisting the Company in delivering, installing and implementing unmanned aerial / drone purchase orders. such other technical advisory services as the Company may request from time to time for a period of 12 months. The Company will issue to the Advisor an aggregate of 1,000,000 incentive stock options, exercisable for a period of five (5) years for $0.05 per option share.

On September 28, 2023, the Company signed another facility agreement with a third party wherein the Company will provide a total of £10,000 for general corporate purposes and it has sent a total of £10,000 ($17,093). The agreement provides for a 5% annual interest rate and the Company has the option to convert the full amount to 1% of the diluted share capital of the third party and no conversion was made to date.

32 -

AI assistant

Aether Global Innovations Corp. — Interim / Quarterly Report 2023

46974_rns_2023-10-30_ee7c7154-b7de-4b52-9081-1d566a055223.pdf

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.)

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the period ended August 31, 2023

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) Interim Condensed Consolidated Statements of Financial Position (Expressed in Canadian dollars)

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) Interim Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited – Prepared by Management)

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) Interim Condensed Consolidated Statements of Cash Flows (Unaudited – Prepared by Management)

1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

Going Concern

1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN (continued)

Going Concern (continued)

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Significant accounting judgments, estimates and assumptions

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Significant accounting judgments, estimates and assumptions (continued)

a. Deferred taxes

b. Stock-based payments

c. Impairment of non-financial assets

d. Leases

(i) Going concern

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(ii) Business combinations

Cash

Consolidation

Equipment

Recognition and measurement

Gains and losses

Depreciation

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories

Business combinations

Share capital

Stock-based payment

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings (loss) per share

Financial instruments

Financial assets

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial liabilities

Interest

Offsetting

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

Deferred revenue

Government grants

Income taxes

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Related party transactions

Leases

Subsidiaries

Loss of control

Discontinued operations

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Discontinued operations (continued)

Accounting standards, amendments and interpretations not yet effective

Accounting standards, amendments and interpretations not yet effective (continued)

3. DISPOSAL OF SUBSIDIARIES

3. DISPOSAL OF SUBSIDIARIES (continued)

(a) PRT USA

(b) PRT UK

3. DISPOSAL OF SUBSIDIARIES (continued)

(b) PRT UK (continued)

(c) Tetra Drones

3. DISPOSAL OF SUBSIDIARIES (continued)

4. PREPAID EXPENSES

AETHER GLOBAL INNOVATIONS CORP. (formerly Plymouth Rock Technologies Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As at and for the period ended August 31, 2023 (Expressed in Canadian Dollars)

5. EQUIPMENT

6. LONG-TERM RECEIVABLES

6. LONG-TERM RECEIVABLES (continued)

7. ACCOUNTS PAYABLE

8. DEFERRED REVENUE

9. RELATED PARTY TRANSACTIONS AND BALANCES

9. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

9. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

10. LOANS PAYABLE

11. CAPITAL MANAGEMENT

Aether Global Innovations Corp. Interim / Quarterly Report 2023