Argo Graphene Solutions Corp. — Management Reports 2024

Apr 3, 2024

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED NOVEMBER 30, 2023

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Introduction

The following Management’s Discussion and Analysis (“ MD&A ”) of Argo Living Soils Corp. (the “ Company ” or “ Argo ”) has been prepared by management, in accordance with the requirements of National Instrument 51-102 as of April 2, 2024, and should be read in conjunction with audited financial statements of the Company for the year ended November 30, 2023, and the related notes contained therein which have been prepared under International Financial Reporting Standards (“ IFRS ”). The information contained herein is not a substitute for detailed investigation or analysis on any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Company.

All financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the Company, unless specifically noted.

Additional information related to the Company is available for view on SEDAR+ at www.sedarplus.ca

Forward Looking Statements

Certain information included in this discussion may constitute forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements. These statements relate to future events or the Company’s future performance, business prospects or opportunities. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These forward-looking statements include statements regarding the future price of fertilizers and soil amendments, the timing and amount of estimated future production, the expansion of the Company’s product line, costs of production, capital expenditures, the success of production activities and the requirements of future capital. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements contained in this report should not be unduly relied upon. These statements speak only as of the date of this report. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this report. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about general business and economic conditions; the supply and demand for, deliveries of, and the level and volatility of prices of the Company’s products; the availability of financing for the Company’s production and marketing programs; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; and the ability to attract and retain skilled staff.

These forward-looking statements involve risks and uncertainties relating to, among other things, changes in prices of the Company’s products, access to skilled personnel, uninsured risks, regulatory changes, availability of materials and equipment, timeliness of government approvals, actual performance of facilities, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk factors hereinabove. Additional risk factors are described in more detail hereinafter. Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Company's forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The forward-looking statements contained in this report are expressly qualified by this cautionary statement. The Company intends to discuss in its quarterly and annual reports referred to as the Company’s management’s discussion and analysis documents, any events and circumstances that occurred during the period to which such document relates that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this management discussion and analysis.

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Description of Business

The Company is an agribusiness company based in Vancouver, British Columbia (“BC”) and incorporated on March 14, 2018, under the Business Corporations Act (BC). The Company’s head office is located at 820 – 1130 West Pender Street, Vancouver, BC V6E 4A4, and its registered and records office is located at 1200 - 750 West Pender Street, Vancouver, BC V6C 2T8. The Company’s shares (“Common Shares”) are traded on the Canadian Securities Exchange (the “CSE”) under the symbol “ARGO”. The Company specializes in producing and developing organic products including soil amendments, living soils, bio‐fertilizers, vermicompost, and compost tea kits formulated specifically for high value crops. The Company intends to eventually expand its product line to include natural pesticides and fungicides. The Company has developed proprietary organic products that increase yields, prevent or inhibit fungus disease and pathogens, and reduce pests that impede the growing of cultivars.

Overall Performance

In late 2021, the Company started production of the proprietary organic fertilizer, "Vermicompost" at its Galiano Island, BC farm site, which the Company was leasing for an annual fee of $12,000 until September 2023. The farm site included two vermicast barns, a mixing plant and an office building. The production barns, which the Company began building in 2020 included power from BC Hydro, upgraded water and electrical infrastructure. The Company also upgraded a heat pump which allowed for the flow-through vermicast reactors to operate under optimum temperature and humidity conditions. The second vermicast reactor was put into production in early 2022.

In January 2022 the Company brought online two newly designed composting bioreactors. These bioreactors continued to produce Argo's proprietary fungal dominant feedstock, being the principal worm feed digested in the second stage of the process in the vermicast reactors. In July 2022, the Company completed construction of additional stand-alone bioreactors, which allowed for increased production and stockpiling of vermicast for sale and for ongoing plant studies.

In May 2023, the Company entered into a non-binding letter of intent (the “LOI”) with an arm’s length party to acquire exclusive North American licensing rights to manufacture, market, and distribute an anti-viral filter technology. The entry into a definitive agreement was dependent on the results of due diligence process. The Company finalized the due diligence process in July of 2023, and decided against moving forward with a definitive agreement, and instead to continue broadening and strengthening its commercial arrangements in fertilizer and agri-business.

On August 11, 2023, the Company entered into a non-binding Joint Venture Agreement with Pacific Composting Inc. (“Pacific Composting”) to establish a collaboration between the Company and Pacific Composting by integrating ARGO’s worm casting operations into Pacific Composting’s existing operations, creating specialty products such as worm castings that can be further used by Pacific Composting in their product lines.

As a result of the Joint Venture Agreement the Company relocated its existing worm casting and composting operations, including its bioreactors initially located on Galiano Island, BC, to Pacific Composting’s existing operations in Duncan BC. The Joint Venture will allow both companies to combine their respective expertise, with Ms. Andrea Blum, the principal of Pacific Composting, overseeing operations; the Company’s director, Ken Bowman, assisting with marketing, operations and technical support; and the Company’s director, Robert Intile, focusing on market support.

The Company finalized the relocation of the farm in the first week of October, and the operations commenced in Duncan in January of 2024. As per terms and conditions of the Joint Venture Agreement, the Company is entitled to a royalty fee equivalent to 30% of total production costs of the worm casting produced and sold by Pacific Composting. Throughout the Joint Venture, the Company retains its right and title to the assets moved to Pacific Composing’s location. Pacific Composting will absorb the costs of maintaining the assets in good order.

On September 8, 2023, the Company entered into a license agreement (the "License Agreement") with Canadian AgriChar Inc. (“Canadian AgriChar”), a company controlled by Ken Bowman, Argo’s director and officer. The transaction was completed and the License Agreement finalized on September 27, 2023.

Canadian AgriChar is a Canadian-based manufacturer and distributor of biochar for use in soil remediation and plant growth enhancement. Pursuant to the Agreement, Canadian AgriChar agreed to grant the Company the exclusive right and license (the "License") to globally market and sell "CHAR+ BioChar", a soil amendment products, for an initial term of 10 years.

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Pursuant to the License Agreement, the Company will sell CHAR+ BioChar products on its website, https://argolivingsoils.com/, and will receive a percentage of revenues of all CHAR+ sold through both companies’ websites. In the interim period prior to sales being live on the Company’s website, the Company will act as an exclusive sales agent for Canadian AgriChar.

As consideration for the License, the Company issued Canadian AgriChar 500,000 common shares on September 27, 2023, and agreed to issue a further 500,000 common shares within a six-month period from completion of the License Agreement, which shares were issued on March 12, 2024. The Company calculated the fair value of the shares to be $101,825, which was recorded as share-based compensation. In addition, the Company granted to principals of Canadian AgriChar options to acquire up to 1,300,000 common shares at $0.15 per share expiring on September 27, 2028. These options vest in four equal instalments over eighteen months, with first 25% vesting at the time of grant, and the remaining 75% vesting equally every six months. The value of the Options granted for the License was determined to be $176,987, and was also recorded as share-based compensation.

For the year ended November 30, 2023, the Company incurred a net loss of $581,761 (2022 - $284,183), and accumulated deficit of $1,391,733 (2022 - $809,972).

During the years ended November 30, 2023 and 2022, and up to the date of this MD&A, the Company had the following share issuances:

On December 23, 2021, the Company issued 133,000 Common Shares on exercise of warrants for total proceeds of $13,300.

On March 17, 2022, the Company issued 50,000 Common Shares on exercise of warrants for total proceeds of $5,000.

On March 17, 2023, the Company issued 3,000,000 units (the “Units”) through a non-brokered private placement at a price of $0.10 per Unit, for aggregate gross proceeds of $300,000 (the “Offering”). Each Unit was comprised of one Common Share in the capital of the Company and one-half of one transferrable share purchase warrant (each full warrant a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share in the capital of the Company at $0.20 per Common Share expiring on March 17, 2025.

The Company paid cash finder’s fees in the amount of $18,000 and further $16,722 in legal and regulatory fees. In addition, the Company issued an aggregate of 180,000 finder’s warrants (each a “Finder’s Warrant”) to eligible finders. Each Finder’s Warrant entitles the holder to acquire one Unit on the same terms of the Offering at an exercise price of $0.10 per Unit expiring on March 17, 2025. The Finders’ warrants were valued at $15,034.

On September 27, 2023, the Company issued 500,000 Common Shares as consideration for the License. The Shares were valued at $52,419 calculated at $0.14 per Share discounted using 25.12% rate to reflect a four-month hold period imposed on these Shares. The further 500,000 Common Shares to be issued as a consideration for the License were valued at $49,406 calculated at $0.14 per Share discounted at 29.4% to reflect a six-month evaluation period and a further statutory four-month hold period. At November 30, 2023, these Shares were recorded as obligation to issue shares, as they were issued on March 12, 2024. The fair value of the Shares issued for the License was recorded as share-based compensation on approval of the License Agreement.

During the year ended November 30, 2023, the Company issued a total of 281,700 Common Shares on exercise of finder’s warrants for total proceeds of $28,170.

On March 21, 2024, the Company closed a private placement financing by issuing 3,000,000 units (the “2024 Units”) at a price of $0.10 per 2024 Unit, for aggregate gross proceeds of $300,000 (the “2024 Offering”). Each 2024 Unit was comprised of one Share and one transferrable Share purchase warrant (a “2024 Warrant”). Each 2024 Warrant entitles the holder to purchase one additional Share in the capital of the Company at $0.20 per Share expiring on March 21, 2026.

In connection with the 2024 Offering, the Company paid cash finder’s fees in the amount of $10,800 and issued an aggregate of 108,000 finder’s warrants (each a “2024 Finder’s Warrant”). Each 2024 Finder’s Warrant entitles the holder to acquire one Share at $0.20 per share expiring on March 21, 2026.

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During March 2024, the Company issued 310,000 Common Shares on exercise of warrants for a total consideration of $62,000. In addition, the Company issued 120,000 Common Shares and 60,000 warrants on exercise of Finder’s Warrants for a total consideration of $12,000.

Commitments

On November 1, 2020, the Company signed a one-year lease of a farm land on Galiano Island in British Columbia, at an annual fee of $12,000. On April 25, 2021, the Company signed a one-year extension bringing the total length of the lease to three years. The extension resulted in an additional $12,000 in lease payments.

On July 27, 2023, the Company notified its lessor of the decision to terminate the lease as of September 30, 2023, which resulted in a reduction of the lease term by one month, and the Company recorded $260 as gain on lease modification. As at November 30, 2023, the Company had no commitments.

Selected Annual Information

elected Annual Information
Net loss Basic and diluted loss per share Total assets	Year ended November 30, 2023 Year ended November 30, 2022 Year ended November 30, 2021
	$ (581,761) $ (284,183) $ (433,047) $ (0.03) $ (0.02) $ (0.03) $ 138,058 $ 183,782 $ 436,827

Results of Operations

During the year ended November 30, 2023, the Company incurred a net loss of $581,761 (2022 – $284,183).

The operating expenses for the three-month periods and for the years ended November 30, 2023 and 2022 include the following items:

Advertising and promotion Amortization Audit and accounting Consulting Farming expense Impairment of equipment Management services Office and miscellaneous Professional fees Regulatory and filing fees Share-based compensation	Three months ended November 30, Year ended November 30, 2023 2022 2023 2022
	$ 35,388 $ - $ 36,968 $ 64,699 4,012 4,820 18,471 19,159 29,100 22,000 31,481 33,638 10,500 13,500 46,000 40,500 12,956 2,125 14,509 23,977 42,357 - 42,357 - 19,500 5,000 28,000 51,081 3,502 1,327 7,736 20,286 14,002 2,687 50,792 13,399 6,232 3,834 30,243 19,224 278,812 - 278,812 -
Total operating expenses	$ 456,361 $ 55,293 $ 585,369 $ 285,963

The higher expenses incurred during the three-month period ended November 30, 2023, as compared to the three-month period ended November 30, 2022, were mainly due to share-based compensation of $278,812, which was associated with fair values of 500,000 Shares issued an further 500,000 Shares to be issued to Canadian AgriChar and options to acquire up to 1,300,000 Shares issued to Canadian AgriChar’s principals for the License Agreement. In addition, the Company recorded $35,388 in advertising and promotion fees which were associated with the Company’s investor relation activities, and $42,357 impairment charge the Company recorded on its farming equipment, which was impaired as a result of relocation of the farm from Galiano Island to Duncan. A $14,500 increase in management fees, and an $11,315 increase in professional fees, which were associated

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with due-diligence process on the Licensing Agreements as well as the Joint Venture Agreement have also contributed to the increased operating activities during the three-month period ended November 30, 2023.

The higher expenses incurred during the year ended November 30, 2023, as compared to the year ended November 30, 2022, were mainly due to share-based compensation of $278,812, which was associated with fair values of 500,000 Shares issued and 500,000 Shares to be issued to Canadian AgriChar and options to acquire up to 1,300,000 Shares issued to Canadian AgriChar’s principals for the License Agreement. In addition, the Company recorded $42,357 impairment charge on its farming equipment, which was impaired as a result of relocation of the farm from Galiano Island to Duncan. The professional fees increased by $37,393 to $50,792, this increase was associated with due-diligence process on the Licensing Agreements as well as the Joint Venture Agreement. The consulting fees increased by $5,500 to $46,000, and regulatory fees increased by $11,019 to $30,243. These increases were in part offset by a $27,731 decrease in advertising and promotion fees, a $23,081 decrease in management fees, and a $12,550 decrease in office and miscellaneous expenses.

The above operating expenses were in part offset by $3,608 the Company received during the fourth quarter of its fiscal 2023 as royalty on sales of CHAR+ products pursuant to the License Agreement with Canadian AgriChar.

Summary of Quarterly Results

The following sets out a summary of the Company’s quarterly results for the eight most recently completed quarters. All periods listed below were prepared in accordance with IFRS.

	Three months ended	Three months ended	Three months ended	Three months ended
	November 30, 2023	August 31, 2023	May 31, 2023	February 28, 2023
Working capital/(deficit)	$ 78,819	$ 206,391	$ 221,508	$ (1,060)
Net loss	$ 452,753	$ 48,993	$ 47,529	$ 32,486
Lossper share	$ (0.02)	$ (0.00)	$ (0.00)	$ (0.00)
	Three months ended	Three months ended	Three months ended	Three months ended
	November 30, 2022	August 31, 2022	May 31, 2022	February 28, 2022
Working capital/(deficit)	$ 26,605	$ 77,196	$ 102,726	$ 206,821
Net loss	$ 55,293	$ 31,482	$ 104,233	$ 93,175
Lossper share	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)

Liquidity and Capital Resources

To date, the Company has not yet realized profitable operations and has relied on equity financings and trade credit to fund its losses. If required, the Company may raise capital through the equity markets. The royalty payments received on sales of CHAR+ products pursuant to the License Agreement, which began in the fourth quarter of the fiscal 2023, have been very minimal and are not adequate to offset the Company’s operating expenses.

The Company’s financial statements for the years ended November 30, 2023 and 2022, have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing through alliances with financial entities, or other business and financial transactions which would assure continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

	November 30, 2023	November 30, 2022
Working capital	$ 78,819	$ 26,605
Deficit	$ 1,391,733	$ 809,972

Net cash used in operating activities during the year ended November 30, 2023, was $244,600. This cash was used to cover the Company’s cash operating expenses of $241,943, determined as net loss of $581,761 decreased by non-cash transactions

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totaling $339,818, to decrease amounts due to our related parties by $5,250, and to increase its receivables by $3,940. These uses of cash were offset by $2,797 decrease in prepaid expenses and by $3,736 increase to account payable and accrued liabilities.

During the comparative year ended November 30, 2022, the Company used $243,178 in its operating activities. This cash was used to cover the Company’s cash operating expenses of $263,623, determined as net loss of $284,183 decreased by non-cash transactions totaling $20,560, and to increase its prepaid expenses by $4,151. These uses of cash were offset by $14,186 increase in accounts payable and accrued liabilities, $5,250 increase in amounts due to related parties, and $5,160 decrease in amounts receivable.

Net cash provided by financing activities during the year ended November 30, 2023, was $259,448 (2022 - $10,300), and consisted of $265,278 the Company raised in its March private placement (net of $34,722 cash share issuance costs), and $28,170 the Company received on exercise of finders’ warrants (2022 - $18,300). The cash received from financing was in part offset by $9,000 the Company paid for leasing the Galiano Island farm property (2022 - $8,000), and by repayment of the $25,000 short–term interest free note payable.

Net cash used in investing activities during the year ended November 30, 2023 was $Nil (2022 - $9,247).

There can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financing will be favorable. If adequate financing is not available when required, the Company may be unable to continue operating. The Company may seek such additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company, or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

Related Party Transactions

Related parties include the officers, key management personnel, close family members and entities controlled by these individuals. The Company’s key management personnel comprise the President, CEO, CFO, directors and other essential officers.

During the years ended November 30, 2023 and 2022, the Company had the following transactions with related parties:

	Year ended	November	30,
	2023	2022
Management fees paid or accrued to the current CEO, CFO and director of the Company	$ 6,000	$	–
Management fees paid or accrued to a director and officer of the Company	4,000		–
Management fees paid or accrued to a company controlled by a director and officer of the	18,000		–
Company
Management fees paid or accrued to a director of the Company	–	31,081
Consulting fees paid or accrued to a former director of the Company(1)	3,000	4,500
Consulting fees paid or accrued to a company controlled by a former director of the	37,500	36,000
Company(1)
Research and development paid to a director of the Company	–		241
Management fees paid or accrued to the former CEO, President and a director of the	–	15,000
Company (2)
Total	$68,500	$86,822

(1) Mr. Joao (John) da Costa resigned from all positions he held with the Company on February 6, 2023.

(2) Mr. Diakow resigned from all positions he held with the Company on June 2, 2022.

The balances due to related parties consist of amounts owed directly to the officers and directors of the Company and to private companies controlled by the officers and directors of the Company. These amounts are unsecured, non-interest bearing and due on demand. At November 30, 2023, the balance payable to related parties was $Nil (2022 - $5,250).

On September 27, 2023, the Company entered into the Agreement with Canadian AgriChar, an entity controlled by the Company’s director and an officer. To acquire the License, the Company granted to the director of the Company, who is also

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the principal of Canadian AgriChar, an option to acquire up to 1,000,000 common shares at $0.15 per share expiring on September 27, 2028, which vests in four equal instalments over eighteen months, with the first 25% vesting immediately, and the remaining 75% vesting equally every six months. The option was valued to be $136,144 and was recorded as part of the share-based compensation. An additional option to acquire up to 300,000 common shares on the same terms as described above was granted to a member of Canadian AgriChar’s management. This option was valued at $40,843 and was recorded as part of the share-based compensation.

During the year ended November 30, 2023, the Company earned a total of $3,608 in royalty fees associated with the License Agreement entered into on September 27, 2023 with Canadian AgriChar (2022 - $Nil).

Changes in Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in the financial statements.

The financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at their fair value. In addition, the financial statements have been prepared using the accrual basis of accounting except for cash flow information.

As at December 1, 2022, the Company adopted amendments made to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements in which guidance and examples are provided to help entities apply materiality judgements to accounting policy disclosures. The adoption of this amendment did not have a material impact on the audited financial statements.

Material Accounting Policies

All material accounting policies adopted by the Company have been described in the notes to the audited financial statements for the year ended November 30, 2023.

Financial Instruments

Fair Values

The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, and amounts due to related parties. The fair values of these financial instruments approximate their carrying values because of their current nature.

The following table summarizes the carrying values of the Company’s financial instruments:

	November 30,	November 30,
	2023	2022
Fair value through profit or loss (i)	$ 98,895	$ 84,047
Other financial liabilities (ii)	$ 30,453	$ 66,676

(i) Cash

(ii)Accounts payable and accrued liabilities and amounts due to related parties.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is attributable to cash. To limit its exposure to credit risk, the Company holds its cash with high-credit quality financial institutions in Canada.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company attempts to manage liquidity risk by maintaining sufficient cash balances to satisfy current and planned expenditures. The Company may from time to time have to issue additional shares to ensure there is sufficient capital to meet long term objectives.

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Foreign Exchange Risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of change in foreign exchange rates. The Company is exposed to foreign exchange risk as a result of having to acquire some of its production assets in US Dollars.

Interest Rate Risk

The Company’s current exposure to interest rate arises from the interest rate impact on its cash held in the bank. The fair value of cash is not significantly affected by changes in short term interest rates.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as at November 30, 2023.

Additional Disclosure for Venture Issuers without Significant Revenue

For a description of the general and administrative expenses, please refer to the statement of comprehensive loss contained in the audited financial statements for the year ended November 30, 2023.

Outstanding Share Data

The following table summarizes the outstanding share capital as of the date of this MD&A:

Type	Number of shares	Conditions
	issued or issuable
Common shares	26,088,001	Issued and outstanding
Stock options	150,000	Exercisable into 150,000 common shares at a price of $0.10 per share
		until January 21, 2025
Stock options	1,300,000	Exercisable into 1,300,000 common shares at a price of $0.15 per share
		until September 27, 2028. Options to acquire up to 650,000 common
		shares have vested, with remaining options to acquire up to 650,000
		common shares to be vested in two equal instalments over twelve
		months, starting on September 27, 2024.
Warrants	7,690,000	Exercisable into 7,690,000 common shares at a price of $0.20 per share
		until July 30, 2026, as amended on July 18, 2023
Warrants	1,500,000	Exercisable into 1,500,000 common shares at a price of $0.20 per share
		until March 17, 2025
Warrants	3,000,000	Exercisable into 3,000,000 common shares at a price of $0.20 per share
		until March 21, 2026
Finders’ warrants	60,000	Exercisable into 60,000 Units at a price of $0.10 per Unit until March
		17, 2025, and further 30,000 common shares at a price of $0.20 per
		share until March 17, 2025, once the Unit is exercised
Finders’ warrants	60,000	Exercisable into 60,000 common shares at a price of $0.20 per share
		until March 17, 2025
Finders’ warrants	108,000	Exercisable into 108,000 common shares at a price of $0.20 per share
		until March 21, 2026
	39,956,001	Totalshares outstanding (fully diluted)

Business Risks

Organic fertilizer development, production and processing involve a number of business risks, some of which are beyond the Company's control. These can be categorized as operational, financial and regulatory risks.

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• Operational risks include, marketing, production and product deliverability uncertainties, changing governmental law and regulation, hiring and retaining skilled employees and contractors and conducting operations in a cost effective and safe manner. The Company continuously monitors and responds to changes in these factors and adheres to all regulations governing its operations. Insurance may be maintained at levels consistent with prudent industry practices to minimize risks, but the Company is not fully insured against all risks, nor are all such risks insurable.

• Financial risks include commodity prices and interest rates both which are beyond the Company's control.

• Regulatory risks include the possible delays in getting regulatory approval to the transactions that the Board of Directors believe to be in the best interest of the Company, and include increased fees for filings, the introduction of ever more complex reporting requirements the cost of which the Company must meet in order to acquire and maintain its CSE listing.

• The Company currently has adequate cash for planned production, marketing and general and administrative expenses in the next 12 months but may require financing in the future to continue in business. There can be no assurance that such financing will be available or, if available, that it will be on reasonable terms. If financing is obtained by issuing common shares from treasury, control of the Company may change, and investors may suffer additional dilution. To the extent financing is not available, lease payments, work commitments, rental payments and option payments, if any, may not be satisfied and could result in a loss of property ownership or earning opportunities for the Company.

Internal Controls over Financial Reporting

Management has designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Lack of optimal segregation of duties has been observed due to the relatively small size of the Company, but management believes that these weaknesses have been adequately mitigated through management and director oversight.

Management’s Responsibility for Financial Statements

The information provided in this report, includes the data derived from the Company’s audited financial statements as well as, which were prepared in accordance with IFRS. The preparation of financial statements is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the financial statements.

Contingencies

There are no contingent liabilities.

Additional Information

Additional information relating to the Company, including the Company’s audited year-end financial results and unaudited quarterly financial results, can be accessed on SEDAR+ (www.sedarplus.ca).

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