Binovi Technologies Corp.

Consolidated Financial Statements

Years Ended February 28, 2022 and 2021 (Expressed in Canadian Dollars)

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INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Binovi Technologies Corp.

Opinion

We have audited the consolidated financial statements of Binovi Technologies Corp. (the “Company”), which comprise the consolidated statement of financial position as at February 28, 2022, and the consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at February 28, 2022, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has a net loss of $16,380,085 during the year ended February 28, 2022, and as of that date, the Company has a working capital deficit of $2,286,391 and an accumulated deficit of $50,661,618. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management’s Discussion and Analysis, but does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Other Matter

The consolidated financial statements of the Company as at February 28, 2021 and for the year then ended, were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on July 27, 2021.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Lonny Wong.

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Saturna Group Chartered Professional Accountants LLP

Vancouver, Canada

February 23, 2022

Binovi Technologies Corp. Consolidated Statements of Financial Position (Expressed in Canadian dollars)

As at February 28,	Notes 2022 $ 2021 $
Assets Current assets Cash Amounts receivable Inventory Prepaid expenses	(Restated - Note 24) 847,928 116,807 5 124,735 253,036 7 – 267,170 8 110,819 1,342,924
Total current assets	1,083,482 1,979,937
Non-current assets Prepaid expenses and deposits Property and equipment Right-of-use asset Intangible assets	8 – 117,565 9 510 16,742 20 – 35,053 6,10 – 10,030,282
Total non-current assets	510 10,199,642
Total assets	1,083,992 12,179,579
Liabilities Current liabilities Accounts payable and accrued liabilities Warranty provision Lease obligation Subscription refundable Debentures Unearned revenue	11,14 2,432,431 2,165,396 29,706 29,706 20 – 39,589 21,000 21,000 13,14 860,000 – 26,736 36,757
Total current liabilities	3,369,873 2,292,448
Non-current liabilities CEBA loans Earn-out obligations	16 37,355 34,429 6 – 92,541
Total non-current liabilities	37,355 126,970
Total liabilities	3,407,228 2,419,418
Shareholders’ equity (deficit) Share capital Options reserves Warrants reserves Deficit	12 44,831,064 40,210,029 12 3,315,495 3,639,842 12 191,823 191,823 (50,661,618) (34,281,533)
Total shareholders’equity (deficit)	(2,323,236) 9,760,161
Total liabilities and shareholders’ equity (deficit)	1,083,992 12,179,579
On behalf of the Board: “David Jenkins” , Director	Usama Chaudhry , Director

See accompanying notes to the consolidated financial statements.

Binovi Technologies Corp.

Consolidated Statements Operations and Comprehensive Loss (Expressed in Canadian dollars)

Years ended February 28,		2022	2021
	Notes	$	$
			(Restated –
			Note 24)
Revenue	23	186,345	728,477
Cost of sales		(54,516)	(205,520)
Gross profit		131,829	522,957
Expenses
Amortization	9,10,21	1,165,475	773,136
Bank charges and interest		80,710	39,479
Consulting fees	14	1,914,350	2,107,195
Investor relations services		68,175	263,413
Management fees	14	493,521	750,004
Marketing fees		814,206	2,110,686
Office and rent		46,398	146,462
Professional fees		147,132	140,614
Registration and filing fees		210,122	478,635
Research and product development	14	125,236	467,127
Royalty expense, net		11,112	82,069
Salaries	14	257,182	254,239
Share-based payments	12,14	74,038	1,137,721
Travel and promotion		43,633	99,648
Total expenses		5,451,290	8,850,428
Loss before other income (expense)		(5,319,461)	(8,327,471)
Other income (expense)
Foreign exchange loss		(2,614)	(8,705)
Gain on settlement of debt	12	31,688	–
Interest accretion on lease obligation	21	(2,411)	(13,032)
Impairment of property and equipment	9	(13,299)	–
Impairment of intangible assets	10	(10,854,502)	–
Impairment of inventory	7	(214,966)	–
Impairment of prepaid expenses and deposits	15	(4,520)	(142,800)
Loss on settlement	22	–	(510,000)
Loss on subscriptions receivable	15	–	(142,800)
Total other income (expense)		(11,060,624)	(817,337)
Net loss and comprehensive loss for theyear		(16,380,085)	(9,144,808)
Lossper share,basic and diluted		(0.90)	(1.09)
Weighted average number of common shares
outstanding		18,148,066	8,403,769

See accompanying notes to the consolidated financial statements.

Binovi Technologies Corp.

Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Expressed in Canadian dollars)

	Share capital Number of shares $	Reserves Deficit $ Total shareholders’ equity (deficit) $ Options $ Warrants $
Balance, February 29, 2020 Shares issued for asset acquisitions Units issued for private placement Unit issuance costs Shares issued for services Shares issued for debt settlement Shares issued for warrants exercised Shares issued for stock options exercised Share-based payments Net loss for the year	4,167,025 23,707,450 4,324,691 10,010,332 3,609,066 4,601,553 – (162,534) 21,416 40,680 122,337 214,089 484,647 1,459,105 127,500 339,354 – – – –	(Restated – Note 24) (Restated – Note 24) 2,641,975 174,205 (25,136,725) 1,386,905 – – – 10,010,332 – – – 4,601,553 – 22,781 – (139,753) – – – 40,680 – – – 214,089 – (5,163) – 1,453,942 (139,854) – – 199,500 1,137,721 – – 1,137,721 – – (9,144,808) (9,144,808)
Balance, February 28, 2021 Shares issued for asset acquisition Shares issued for private placement Shares issued for stock options exercised Shares issued for debt settlements Share-based payments Net loss for the year	12,856,682 40,210,029 3,145,000 2,044,250 10,033,334 1,487,000 452,500 996,635 125,974 93,150 – – – –	3,639,842 191,823 (34,281,533) 9,760,161 – – – 2,044,250 – – – 1,487,000 (398,385) – – 598,250 – – – 93,150 74,038 – – 74,038 – – (16,380,085) (16,380,085)
Balance,February28,2022	26,613,490 44,849,064	3,315,495 191,823 (50,661,618) (2,323,236)

See accompanying notes to the consolidated financial statements.

Binovi Technologies Corp. Consolidated Statements of Cash Flows (Expressed in Canadian dollars)

Years ended February 28,	2022	2021
	$	$
		(Restated –
		Note 24)
Operating activities
Net loss for the year	(16,380,085)	(9,144,808)
Items not involving cash:
Accretion of CEBA loan discount	2,926	1,865
Amortization	1,165,475	773,136
CEBA loan discounting	–	(27,436)
Gain on debt settlement	(31,688)	–
Impairment of property and equipment	13,299	–
Impairment of intangible assets	10,854,502	–
Impairment of inventory	214,966	–
Impairment of prepaid expenses and deposits	4,520	142,800
Interest accretion on lease obligation	2,411	13,032
Loss on subscriptions receivable	–	142,800
Share-based payments	74,038	1,137,721
Shares issued for services	–	40,680
Unrealized foreign exchange loss	–	35,017
Changes in non-cash working capital items:
Amounts receivable	128,301	43,201
Inventory	52,204	197,994
Prepaid expenses	1,345,150	112,643
Accounts payable and accrued liabilities	391,873	449,998
Subscriptions refundable	–	21,000
Unearned revenue	(10,021)	(6,277)
Net cash flows used in operating activities	(2,172,129)	(6,066,634)
Financing activities
Proceeds from issuance of shares/units	1,487,000	4,458,753
Proceeds from exercise of share purchase warrants	–	1,453,942
Proceeds from exercise of stock options	598,250	199,500
Unit and share issuance costs	–	(139,753)
Lease obligation payments	(42,000)	(72,000)
Proceeds from debentures	860,000	–
Proceeds from CEBA loans	–	60,000
Repayment of unsecured loans	–	(8,000)
Net cash flows provided by financing activities	2,903,250	5,952,442
Increase (decrease) in cash	731,121	(114,192)
Cash, beginning of year	116,807	230,999
Cash,end ofyear	847,928	116,807
Supplemental cash flow information
Shares issued for asset acquisitions	2,044,250	9,878,417
Shares issued for debt settlement	93,150	214,089
Fulfillment of warranty obligation	–	9,902
Fair value of stock options and warrants exercised transferred
from reserves to share capital	398,385	145,017
Interestpaid	–	1,433

See accompanying notes to the consolidated financial statements.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

1. Nature of Operations and Going Concern

Binovi Technologies Corp. (the “Company”) was incorporated under the laws of British Columbia on September 7, 2011 as Nanton Nickel Corp. and changed its name to Eyecarrot Innovations Corp. on May 1, 2015. On June 30, 2020, the Company changed its name to Binovi Technologies Corp. The registered and records office is located at Suite 2080, 777 Hornby Street, Vancouver, BC, V6Z 1S4, Canada. Prior to 2015, the Company was engaged in the business of mineral exploration in British Columbia, Canada. The Company is listed on the TSX Venture Exchange under the symbol VISN. On June 8, 2017, the Company’s common shares started trading on the OTCQB Venture Market under the symbol BNVIF.

The Company is focused on the development and commercialization of visual and neuro-cognitive processing products and manufactures hardware and software for diagnosing and remediating visual perception disorders.

These consolidated financial statements have been 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. Several conditions cast significant doubt on the validity of this assumption. For the year ended February 28, 2022, the Company has a net loss of $16,380,085 (2021 - $9,144,808). As at February 28, 2022, the Company has a working capital deficit of $2,286,391 (2021 - $312,511) and an accumulated deficit of $50,661,618 (2021 - $34,281,533). The Company’s ability to continue as a going concern is dependent on its ability to raise equity financing, however, there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. Management expects the Company to incur significant additional expenditures to continue development of its technologies and launch of its new products. If the going concern assumption was not appropriate for these consolidated financial statements, then adjustments may be necessary to the carrying values of assets and liabilities and the reported revenue and expenses. These consolidated financial statements do not give effect should there be any adjustments necessary. Such adjustments could be material.

Since March 2020, the outbreak of the novel strain of coronavirus, specifically identified as “COVID19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. This may adversely impact the expected implementation of the Company’s business plans. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

2. Basis of Preparation

These consolidated financial statements have been prepared under the historical cost basis, except for certain financial instruments measured at fair value, and are presented in Canadian dollars, which is the Company’s and its subsidiaries’ functional currency. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

2. Basis of Preparation (continued)

Statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, and interpretations of the International Financial Reporting Interpretations Committee. All significant accounting policies have been consistently applied in the presentation of the consolidated financial statements.

These consolidated financial statements were approved for issuance by the Board of Directors on February 23, 2023.

3. Critical accounting estimates and judgments

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated statement of financial position, and the reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates, which, by their nature, are uncertain. The impact of such estimates appear throughout the consolidated financial statements and may require adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other relevant factors that are believed to be reasonable under the circumstances.

Critical accounting estimates

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position reporting date, which could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Collectability of amounts receivable

Provisions are made against accounts that, in the estimation of management, may be uncollectible. The recoverability assessment of trade and other receivables is based on a range of factors, including the age of the receivable and the creditworthiness of the customer. Determining the recoverability of an account involves estimation as to the likely financial condition of the customer and their ability to subsequently make payments. To the extent that future events impact the financial condition of the customers, these provisions could vary significantly and affect future results of operations.

Amortization of prepaid expenses

The Company estimates that their marketing and consulting contracts are amortized on a straightline basis over the term of the contract. As prepaid expenses are material and the terms of the contracts are over a period of time as stated in the contracts, the amortization of the prepaid amounts is subject to estimation.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

3. Critical Accounting Estimates and Judgments (continued)

Inventories

The Company estimates the net realizable value of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices. A change to these assumptions could impact the Company’s inventory valuation and gross margins during the current and future periods.

Useful lives of intangible assets

Amortization of the Company's intangible assets incorporate estimates of useful lives. These estimates may change as market conditions change and the future economic benefits from the use of the asset changes, thereby impacting the useful life of the intangible asset. Any revisions to useful life are accounted for prospectively.

Share-based payments

The fair value of share-based payments is 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. As the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.

Determination of Purchase Price Allocation

Estimates are made in determining the fair value of assets and liabilities, including the valuation of separately identifiable intangibles acquired as part of an acquisition. Management exercises judgment in estimating the probability and timing of when cash flows are expected to be achieved, which is used as the basis for estimating fair value. Future performance results that differ from management’s estimates could result in changes to liabilities recorded, which are recorded as they arise through the consolidated statement of operations. The fair value of identified intangible assets is determined using appropriate valuation techniques which are generally based on a forecast of the total expected future net cash flows of the acquiree. Valuations are highly dependent on the inputs used and assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied. Acquisitions that do not meet the definition of a business combination are accounted for as asset acquisitions. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Asset acquisitions do not give rise to goodwill.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

3. Critical Accounting Estimates and Judgments (continued)

Critical accounting judgments

Management must make judgments for items included in the consolidated financial statements. Judgments involve a degree of uncertainty and could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual events differ from a judgment made. A summary of items involving management judgment include, but are not limited to:

Functional currency

The functional currency for the Company and its subsidiary is the currency of the primary economic environment in which the entity operates. The Company has determined its functional currency and that of its subsidiaries is the Canadian dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions that determined the primary economic environment.

Research and development expenditures

The application of the Company’s accounting policy for research and development expenditures requires judgment in determining whether an activity is determined to be research or development, and if deemed to be development, whether it is probable that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If new information becomes available indicating that it is unlikely that future economic benefits will flow to the Company, the amount capitalized is written off to the consolidated statement of operations in the period the new information becomes available.

Determination of cash-generating units (“CGU”)

CGUs are defined as the lowest grouping of integrated assets that generate identifiable cash inflows that are largely independent of the cash flows of other assets or groups of assets. The classification of assets into CGUs requires significant judgment and interpretations with respect to the integration between assets, the existence of active markets, external users and the way in which management monitors the Company’s operations.

Impairment of intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its long-lived assets to determine whether there is any indication that the carrying amount is not recoverable. The determination of whether any such indication exist requires significant management judgment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When an individual asset does not generate independent cash flows, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

3. Critical Accounting Estimates and Judgments (continued)

Impairment of intangible assets (continued)

Determining the amount of impairment of intangible assets requires an estimation of the recoverable amount, which is defined as the higher of fair value less the cost of disposal or value in use. Many factors used in assessing recoverable amounts are outside of the control of management and it is reasonably likely that assumptions and estimates will change from period to period. These changes may result in future impairments.

Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay its ongoing operating expenditures and meet its liabilities for the ensuing year involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

Asset acquisition versus business combination

Management had to apply judgment with respect to whether the acquisition of Samurai Motion Tracking Corp., Call ConnectMe Inc., 2270377 Alberta Ltd., 1252796 B.C. Ltd. and VTA Software Corp. were asset acquisitions or business combinations. The assessments required management to assess the inputs, processes and outputs of the companies acquired at the time of acquisition. Pursuant to the assessment, the acquisition of Samurai Motion Tracking Corp., Call ConnectMe Inc., 2270377 Alberta Ltd., 1252796 B.C. Ltd. and VTA Software Corp. were considered to be asset acquisitions.

4. Significant Accounting Policies

The Company’s accounting policies outlined below have been applied consistently to all years presented in these consolidated financial statements:

(a) Basis of consolidation

In addition to the Company, these consolidated financial statements incorporate the financial statements of its wholly owned subsidiary in the United States, Wayne Engineering Inc., and its wholly owned subsidiaries in Canada, Samurai Motion Tracking Corp., CallConnect Me Inc., 2270377 Alberta Ltd., 1252796 B.C. Ltd. and VTA Software Corp. These consolidated financial statements include the operating results of these subsidiaries from the date of acquisition. A subsidiary is an entity over which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. A subsidiary is consolidated from the date upon which control is acquired by the Company and all intercompany transactions and balances have been eliminated on consolidation.

(b) Inventory

Inventory components include all costs directly attributable to the production of the Binovi Touch, the Company’s visual and neuro-cognitive processing product, wall mounts for the Binovi Touch, and VIMA Strobe Lenses acquired through a business acquisition in July 2020 (Note 6). Inventory is recorded at the lower of cost, on a weighted average basis, and net realizable value. The stated value of inventory includes purchase costs of all raw materials, assembly costs, storage costs and manufacturing overhead costs directly attributable to the production of the finished units. A regular review is undertaken to determine the extent of any provision for obsolescence.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

4. Significant Accounting Policies (continued)

Equipment is recorded at cost less accumulated amortization and accumulated impairment losses. The cost includes its purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the estimated close down and restoration costs associated with dismantling and removing the asset.

Amortization is provided at rates calculated to write-off the cost, less their estimated residual value, over their expected useful lives as follows:

Furniture – 20% declining balance
Computer equipment – 20% declining balance
Leasehold improvement – straight-line over the lease term

An item of equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal, determined as the difference between the net disposal proceeds and the carrying value of the asset, is recognized in the consolidated statement of operations.

Estimates of residual values and useful lives are reassessed annually and any change in estimate is taken into account in the determination of remaining amortization charges. Amortization commences on the date the asset is available for use.

(d) Foreign currency

The functional and presentation currency of the Company and its subsidiaries is the Canadian dollar. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on dates of transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Exchange gains and losses are recorded in the consolidated statement of operations. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

(e) Impairment of financial assets

At each reporting date, the Company assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of financial assets.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

4. Significant Accounting Policies (continued)

(f) Intangible assets

Intangible assets include patented technology acquired by the Company and have finite useful lives measured at cost less accumulated amortization and any accumulated impairment losses. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures are recognized in the consolidated statement of operations as incurred. Amortization is recorded using the straightline method and is intended to amortize the cost of the assets over their estimated useful lives as follows:

•	Intellectual property	10 years
•	Domain name	10 years
•	Website	10 years
•	Mobile app	10 years
•	Reseller and distribution network	5 years
•	Brand	Indefinite

Amortization methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate.

(g) Impairment of non-financial assets

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the consolidated statement of operations for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

When an impairment loss subsequently reverses (except for goodwill), the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the consolidated statement of operations.

(h) Research and development

Research costs are expensed in the period in which they are incurred. Development costs are expensed in the period in which they are incurred unless certain criteria, including technical feasibility, commercial feasibility, intent and ability to develop and use the technology, are met for deferral and amortization. Costs incurred in obtaining licenses are recorded at cost less accumulated amortization and any impairment losses. Transaction costs relating to the acquisition of technologies are recorded as deferred acquisition costs until the transaction is completed.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

4. Significant Accounting Policies (continued)

(i) Revenue Recognition

Under IFRS 15, Revenue from Contracts with Customers, the Company uses the 5-step model for revenue recognition based on identifying the contract with the customer, identifying the performance obligations, determining the individual transaction price, and allocating the transaction price to the individual performance obligations making up the contract. Revenue is then recognized when or as the associated performance obligations are delivered and based on the expected consideration to be received

Revenue is derived primarily from the sales of visual and neuro-cognitive processing products and subscription fees for cloud-based software related to vision therapy activities. Revenue for product sales is recognized when the Company’s obligations have been performed. Revenue from subscription services is recognized monthly as the services are performed.

(j) Warranty provision

A provision for warranty costs is assessed as sales of the Binovi Touch are recorded. In establishing the warranty provision, management estimates the likelihood that products sold will experience warranty claims and the estimated cost to resolve claims received, taking into account the nature of the contract and past and projected experience with the products.

(k) Income taxes

Income tax expense consists of current and deferred tax expense.

Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

Deferred income taxes are accounted for using the liability method. The liability method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their tax bases using tax rates enacted or substantively enacted that are expected to be in effect when the underlying items of income or expense are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced.

(l) Loss per share

Basic income (loss) per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted income (loss) per share is computed using the treasury stock method, under which the weighted average number of shares outstanding is increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants are exercised.

Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

4. Significant Accounting Policies (continued)

(m) Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares and share purchase warrants are classified as equity instruments. The Company uses the residual value method with respect to the measurement of common shares and share purchase warrants issued as private placement units. The proceeds from the issue of units is allocated between common shares and share purchase warrants on a residual value basis, wherein the fair value of the common shares is based on the market trading price on the date the units are issued and the balance, if any, is allocated to the attached warrants. Share issue costs are recorded against share proceeds.

(n) Reserves

Reserves consists of the fair value of stock options and warrants granted since inception, less amounts transferred to share capital for exercised stock options and warrants. If granted stock options or warrants vest and then subsequently expire, no reversal of reserves is recognized.

(o) Share-based payments

The grant date fair value of share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and nonmarket vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value is measured to reflect such conditions and there is no trueup for differences between expected and actual outcomes.

Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled, share-based payment transactions, regardless of how the equity instruments are obtained by the Company.

The fair value of the options is measured at the grant date using the Black-Scholes option pricing model. The fair value is recognized as an expense over the vesting period, which is the period over which all of the specified vesting conditions are satisfied with a corresponding increase in equity. For awards with graded vesting, the fair value of each tranche is recognized over its respective vesting period. Non-market vesting conditions are considered in making assumptions about the number of awards that are expected to vest. When the options are exercised, any proceeds received are credited to share capital along with the amount reflected in share-based payment reserve.

(p) Government assistance

Government assistance, including investment tax credits, towards current expenses is included in the consolidated statement of operations for the period as a reduction of the expense to which it relates. Government program credits are recognized only when there is reasonable assurance that the Company has complied with all conditions necessary to receive the credits and collectability is reasonably assured.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

4. Significant Accounting Policies (continued)

(q) Financial instruments

Financial assets

Recognition and measurement of financial assets

The Company recognizes a financial asset when it becomes a party to the contractual provisions of the instrument.

Classification of financial assets

The Company classifies financial assets at initial recognition as financial assets: measured at amortized cost, measured at fair value through other comprehensive income or measured at fair value through profit or loss.

Amortized cost

A financial asset that meets both of the following conditions is classified as a financial asset measured at amortized cost.

The Company’s business model for such financial assets is to hold the assets in order to collect contractual cash flows.
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding.

A financial asset measured at amortized cost is initially recognized at fair value less transaction costs directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, net of impairment loss, if necessary. The Company’s cash and amounts receivable (except sales tax receivable) are measured at amortized cost.

Financial assets measured at fair value through profit or loss (“FVTPL”)

A financial asset measured at fair value through profit or loss is recognized initially at fair value with any associated transaction costs being recognized in the consolidated statement of operations when incurred. Subsequently, the financial asset is re-measured at fair value, and a gain or loss is recognized in the consolidated statement of operations in the reporting period in which it arises. The Company has no financial assets measured at FVTPL.

Financial assets measured at fair value through other comprehensive income (“FVTOCI”)

A financial asset measured at fair value through other comprehensive income is recognized initially at fair value less transaction costs directly attributable to the asset. After initial recognition, the asset is measured at fair value with changes in fair value included as “financial asset at fair value through other comprehensive income” in other comprehensive income. The Company does not have any financial assets measured at FVTOCI.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

4. Significant Accounting Policies (continued)

(q) Financial instruments (continued)

Derecognition of financial assets

The Company derecognizes a financial asset if the contractual rights to the cash flows from the asset expire, or the Company transfers substantially all the risks and rewards of ownership of the financial asset. Any interests in transferred financial assets that are created or retained by the Company are recognized as a separate asset or liability. Gains and losses on derecognition are generally recognized in the consolidated statement of operations. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities

Recognition and measurement of financial liabilities

The Company recognizes financial liabilities when it becomes a party to the contractual provisions of the instruments.

Classification of financial liabilities

The Company classifies financial liabilities at initial recognition as financial liabilities: measured at amortized cost or measured at fair value through profit or loss.

Financial liabilities measured at amortized cost

A financial liability at amortized cost is initially measured at fair value less transaction costs directly attributable to the issuance of the financial liability. Subsequently, the financial liability is measured at amortized cost based on the effective interest rate method. The Company’s accounts payable and accrued liabilities, warranty provision, lease obligation, subscription refundable, and unearned revenue are measured at amortized cost.

Financial liabilities measured at fair value through profit or loss

A financial liability measured at fair value through profit or loss is initially measured at fair value with any associated transaction costs being recognized in the consolidated statement of operations when incurred. Subsequently, the financial liability is re-measured at fair value, and a gain or loss is recognized in the consolidated statement of operations in the reporting period in which it arises. The Company’s CEBA loans and earn-out obligations are measured at FVTPL.

Derecognition of financial liabilities

The Company derecognizes a financial liability when the financial liability is discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statement of operations.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

4. Significant Accounting Policies (continued)

(q) Financial instruments (continued)

Fair value hierarchy

The Company categorizes its financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair value:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying amounts of the Company’s financial assets and liabilities at February 28, 2022 and 2021 approximate their fair values due to their short-term maturities. Lease obligations and CEBA loans are measured as Level 2 financial instruments.

(r) Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received, and the amount receivable can be measured reliably.

(s) Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended February 28, 2022, and have not been early adopted in preparing these consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

5. Amounts Receivable

	2022	2021
	$	$
Related party receivables	–	82,349
Sales tax receivable	124,735	170,687
	124,735	253,036

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

6. Acquisitions

Year ended February 28, 2022:

(a) On April 26, 2021, the Company completed a share exchange agreement with the shareholders of Samurai Motion Tracking Corp. (“Samurai”) to acquire all of the issued and outstanding shares of the Target.

Consideration for the acquisition was an aggregate 3,145,000 common shares of the Company with a fair value of $0.65 per common share for total consideration of $2,044,250. The purpose of the acquisition of Samurai was to indirectly acquire Computer Aided Vision Therapy Software (“CAVT”).

Under IFRS 3, the acquisition of Samurai does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets.

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired (Note 10):

The following table summarizes the fair value of consideration paid the net assets acquired (Note 10):	on the acquisition date an
	$
Fair value of 3,145,000 common shares issued	2,044,250
Totalpurchaseprice	2,044,250
Intangible asset– CAVT	2,044,250
Net assets acquired	2,044,250

Year ended February 28, 2021:

(b) Acquisition of Call ConnectMe Inc.

On March 13, 2020, the Company completed a share exchange agreement with the shareholders of Call ConnectMe Inc. (“CCM”) to acquire all of the issued and outstanding shares of the Target.

Consideration for the acquisition was an aggregate 911,111 common shares of the Company with a fair value of $3.30 per common share for total consideration of $3,006,667. The purpose of the acquisition of CCM was to indirectly acquire ConnectMe Solution, a lead delivery and monetization ‘Software As A Service’ solution. Under IFRS 3, the acquisition of CCM does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets.

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired (Note 10):

	$
Fair value of 911,111 common shares issued	3,006,667
Totalpurchaseprice	3,006,667
Intangible asset-ConnectMe Solution	3,006,667
Net assets acquired	3,006,667

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

6. Acquisitions

Year ended February 28, 2021: (continued)

(c) Acquisition of 2270377 Alberta Ltd.

On July 3, 2020, the Company entered into a share exchange agreement with the shareholders of 2270377 Alberta Ltd. (“2270377”) to acquire all of the issued and outstanding shares of 2270377. This acquisition was completed on July 24, 2020.

Consideration for the acquisition was an aggregate 120,000 common shares of the Company with a value of $2.30 per common share for total consideration of $276,000.

The purpose of the acquisition of 2270377 was to indirectly acquire the Binovi domain name held by 227037.

Under IFRS 3, the acquisition of the 2270377 does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets (Note 10).

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired:

	$
Fair value of 120,000 common shares issued	276,000
Totalpurchaseprice	276,000
Intangible asset–domain name	276,000
Net assets acquired	276,000

(d) Acquisition of 1252796 B.C. Ltd.

On July 9, 2020, the Company entered a share purchase agreement with the shareholders of 1252796 B.C Ltd. (“1252796”) to acquire all the issued and outstanding shares of 1252796. This acquisition was completed on July 20, 2020.

Consideration for this acquisition was an aggregate 1,890,000 common shares of the Company with a fair value of $2.25 per common share for total consideration of $4,252,500. The Company also paid transaction costs of 37,800 common shares of the Company with a fair value of $85,050 and legal fees of $37,331.

The acquisition serves to expand and broaden the suite of service offerings, add key customers and realize synergies between the Company and 1252796, an entity that owns VIMA Strobe Lenses, its related patents, associated intellectual property, trademark, all rights to its domain, all copyright materials associated with the VIMA product and its usage, all client and supplier lists and all available inventories. The acquisition of the VIMA portfolio of products is subject to a perpetual sales royalty based on gross sales of VIMA products.

Under IFRS 3, the acquisition of 1252796 does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

6. Acquisitions (continued)

Year ended February 28, 2021: (continued)

(d) Acquisition of 1252796 B.C. Ltd. (continued)

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired:

	$
Fair value of 1,890,000 common shares issued	4,252,500
Fair value of 37,800 common shares issued as transaction costs	85,050
Legal expenses incurred related to the transaction	37,331
Totalpurchaseprice	4,374,881
Inventory – raw materials	108,611
Inventory – finished goods	135,020
Intangible asset – mobile app development	53,022
Intangible asset – website development	18,925
Intangible asset – resellers and distribution network	891,149
Intangible asset – brand	962,306
Intangible asset–intellectual property	2,205,848
Net assets acquired	4,374,881

A pre-tax discount rate of 27% was used in the fair value assumptions for the intangible assets acquired.

The Company issued an additional 37,800 common shares as administration fee to a consultant of the Company in connection with the transaction with a fair value of $85,050. These costs are included into the total purchase price and are capitalized to the assets acquired.

(e) Acquisition of VTA Software Corp.

On December 7, 2020, the Company entered into a share purchase agreement with the shareholders of VTA Software Corp. (“VTA”) to acquire all of the issued and outstanding shares of VTA. This acquisition was completed on December 18, 2020.

Consideration was an aggregate 1,339,000 common shares of the Company with a fair value of $1.75 per common share for total consideration of $2,343,250. The Company also paid transaction costs of 26,780 common shares of the Company with a fair value of $46,865.

The acquisition serves to expand and broaden the suite of service offerings and realize synergies between the Company and VTA, an entity that owns the vision screening and vision therapy software platform developed and marketed under the trade name “VERA”, associated intellectual property, all copyright materials associated with the Vera product and its usage.

Under IFRS 3, the acquisition of VTA does not constitute a business combination as there were no processes or outputs acquired and was accounted for as an asset acquisition recognized in intangible assets. Management used an income-based approach to estimate the fair values of the intangible asset acquired.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

6. Acquisitions (continued)

Year ended February 28, 2021: (continued)

(e) Acquisition of VTA Software Corp. (continued)

The following table summarizes the fair value of consideration paid on the acquisition date and the net assets acquired:

	$
Fair value of 1,339,000 common shares issued	2,343,250
Fair value of 26,780 common shares issued as transaction costs	46,865
Totalpurchaseprice	2,390,115
Intangible asset – intellectual property	2,482,656
Earn-out obligation	(92,541)
Net assets acquired	2,390,115

A pre-tax discount rate of 24.7% was used in the fair value assumptions for the intangible assets acquired.

Prior to the acquisition of VTA by the Company, VTA entered into an earn-out agreement with a vendor whereby VTA is required to make the following earn-out payments:

US $50,000 upon VTA entering into written agreements for the use of its products at five school locations before December 15, 2023; and
US $50,000 upon VTA entering into written agreements for the use of its products at twenty school locations before December 15, 2023.

These earn-out obligations were determined to have a fair value of $92,541 using a pre-tax discount rate of 8.5%.

The Company issued 26,780 common shares as administration fee to a consultant of the Company in connection with the transaction with a fair value of $46,865. These costs are included into the total purchase price and are capitalized to the assets acquired.

7. Inventory

Inventory is comprised of the following:

	2022	2021
	$	$
Finished goods – Binovi Touch and wall mounts	–	60,483
Finished goods – VIMA	–	98,076
Raw material–VIMA	–	108,611
	–	267,170

As at February 28, 2022, the Company recorded an impairment of $214,966 (2021 - $nil) for its remaining inventory due to it being slow moving.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

8. Prepaid Expenses and Deposits

Prepaid expenses and deposits are summarized as follows:

	2021	2021
	$	$
Current
Consulting fees	110,819	837,248
Marketing fees	–	481,888
Other	–	23,788
	110,819	1,342,924
Non-Current
Consulting fees	–	102,083
Deposit	–	4,520
Marketing fees	–	9,465
Other	–	1,497
	–	117,565
	110,819	1,460,489

9. Property and Equipment

	Leasehold		Computer
	Improvements	Furniture	Equipment	Total
	$	$	$	$
Cost:
Balance, February 29, 2020
and 2021	23,591	3,400	5,427	32,418
Impairment	(23,591)	–	–	(23,591)
Balance,February28,2022	–	3,400	5,427	8,827
Accumulated amortization:
Balance, February 29, 2020	2,821	2,530	5,427	10,778
Additions	4,718	180	–	4,898
Balance, February 28, 2021	7,539	2,710	5,427	15,676
Additions	2,753	180	–	2,933
Impairment	(10,292)	–	–	(10,292)
Balance,February28,2022	–	2,890	5,427	8,317
Net carrying value:
As at February28,2022	–	510	–	510
As at February28,2021	16,052	690	–	16,742

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

10. Intangible Assets

					Reseller and
	Intellectual	Domain		Mobile	Distribution
	Property	Name	Website	App	Network	Brand	Total
	$	$	$	$	$	$	$
Cost:
Balance, February 29,
2020	1,579,021	–	–	–	–	–	1,579,021
Additions	7,695,171	276,000	18,925	53,022	891,149	962,306	9,896,573
Balance, February 28,
2021	9,274,192	276,000	18,925	53,022	891,149	962,306	11,475,594
Additions	2,044,250	–	–	–	–	–	2,044,250
Impairment	(11,318,442)	(276,000)	(18,925)	(53,022)	(891,149)	(962,306)	(13,519,844)
Balance, February 28,
2022	–	–	–	–	–	–	–
Accumulated
amortization:
Balance, February 29,
2020	737,165	–	–	–	–	–	737,165
Additions	632,746	16,560	1,156	3,240	54,445	–	708,147
Balance, February 28,
2021	1,369,911	16,560	1,156	3,240	54,445	–	1,445,312
Additions	1,019,629	27,600	1,576	4,420	74,264	–	1,127,489
Impairment	(2,389,540)	(44,160)	(2,732)	(7,660)	(128,709)	–	(2,572,801)
Balance, February 28,
2022	–	–	–	–	–	–	–
Net carrying value:
As at February28,2022	–	–	–	–	–	–	–
As at February28,2021	7,904,281	259,440	17,769	49,782	836,704	962,306	10,030,282

Samurai intellectual property

The Samurai intellectual property consists of the CAVT software which was acquired during the year ended February 28, 2022 (Note 6(a)).

Eyecarrot intellectual property

The Eyecarrot intellectual property consists of patents, trademarks, and internally developed technologies relating to the Binovi Platform which were acquired through a reverse takeover transaction during the year ended February 29, 2016.

Super intellectual property

The Super intellectual property consists of licensed intellectual property, patents, and copyrights for neurooptometry and neurocognitive processing which were acquired through a share purchase agreement during the year ended February 28, 2015.

ConnectMe intellectual property

On March 13, 2020, the Company completed the acquisition of the CCM, to acquire ConnectMe Solution, a lead delivery and monetization ‘Software As A Service’ solution (Note 6(b)).

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

10. Intangible Assets (continued)

VTA Software Corp. intellectual property

On December 18, 2020 the Company completed the acquisition of VTA. The intangible asset consists of intellectual property (Note 6(e)).

Domain Name

On July 3, 2020, the Company entered into a Share Exchange Agreement with 2270377, to acquire the Binovi domain owned by 2270377 (Note 6(c)).

Other

On July 20, 2020, the Company completed the acquisition of 1252796. The intangible assets consist of patented intellectual property, mobile app development, website development, resellers and distribution network, and the brand (Note 6(d)).

As at February 28, 2022, the Company recorded an impairment of its intangible assets totalling $10,854,502 (net of reversal of the earn-out obligation of $92,541 described in Note 6(e)) due to the lack of revenues and no indication of future economic benefits.

11. Accounts Payable and Accrued Liabilities

		2022	2021
		$	$
Trade payables		2,283,231	2,077,418
Trade payables-related parties (Note	14)	149,200	87,978
		2,432,431	2,165,396

12. Share capital

(a) Authorized

Unlimited number of common shares without par value.

(b) Issued

During the year ended February 28, 2022:

On October 21, 2021, the Company consolidated the common shares of the Company on a ten to one basis. These consolidated financial statements reflect the share consolidation retroactively.
On March 4, 2021, the Company issued 315,000 common shares for proceeds of $488,250 pursuant to the exercise of stock options. The fair value of $324,346 for the stock options exercised was transferred from options reserves to share capital.
On March 26, 2021, the Company issued 95,454 common shares with a fair value of $76,364 to settle debt of $105,000, resulting in a gain of $28,636.
On April 1, 2021, the Company issued 137,500 common shares for proceeds of $110,000 pursuant to the exercise of stock options. The fair value of $74,039 for the stock options exercised was transferred from options reserves to share capital.
On April 26, 2021, the Company issued 3,145,000 common shares with a fair value of $2,044,250 for the acquisition of the Samurai.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

12. Share Capital (continued)

(b) Issued

During the year ended February 28, 2022 (continued):

On June 1, 2021, the Company issued 30,520 common shares with a fair value $16,786 to settle debt of $19,838, resulting in a gain of $3,052.
On December 14, 2021, the Company issued 10,033,334 common shares at $0.15 per share for proceeds of $1,505,000.

During the year ended February 28, 2021:

On March 13, 2020, the Company issued 911,111 common shares with a fair value of $3,006,667 for the acquisition of the CCM.
On July 20, 2020, the Company issued 120,000 common shares with a fair value of $276,000 for the acquisition of 2270377.
On July 20, 2020, the Company issued 1,890,000 common shares with a fair value of $4,252,500 for the acquisition of 1252796.
On December 18, 2020, the Company issued 1,339,000 common shares with a fair value of $2,343,250 for the acquisition of VTA.
The Company issued 37,800 common shares with a fair value of $85,050 as an administration fee to a consultant in connection with the acquisition of 1252796. In addition, the Company issued 26,780 common shares with a fair value $46,865 as an administration fee to a consultant in connection with the acquisition of VTA.
The Company issued 484,647 common shares for proceeds of $1,453,942 pursuant to the exercise of share purchase warrants.
On June 9, 2020, the Company issued 784,315 units at $0.1275 per unit for gross proceeds of $1,000,000. Each unit was comprised of one common share and one common share purchase warrant, with each warrant exercisable into one common share at an exercise price of $0.25 per share expiring on June 8, 2022. The Company incurred issuance costs of $34,650.
On July 2, 2020, the Company issued 5,215 common shares with a fair value of $13,560 to a consultant for services.
On September 18, 2020, the Company issued 5,770 common shares with a fair value of $13,560 to a consultant for services.
On October 6, 2020, the Company issued 1,216,905 units at $0.1275 per unit for gross proceeds of $1,551,553. Each unit was comprised of one common share and one common share purchase warrant, with each warrant exercisable into one common share at an exercise price of $0.40 per share expiring on October 5, 2022. In connection with the closing, the Company incurred issuance costs of $25,380 and issued 53,053 finders’ warrants fair valued at $10,514. The fair value of these finders’ warrants was estimated using the Black-Scholes option pricing model with the following assumptions: volatility of 135.21%, risk-free rate of 0.24%, expected life of 2 years, and expected dividend yield of 0.00%.
On November 17, 2020, the Company issued 1,607,846 units at $0.1275 per unit for gross proceeds of $2,050,000. Of this amount, $142,800 was not received from a subscriber, and the amount was written off as a loss on subscriptions receivable (Note 14). Each unit was comprised of one common share and one common share purchase warrant, with each warrant exercisable into one common share at an exercise price of $0.40 per share expiring on November 16, 2022. In connection with the closing, the Company incurred issuance costs of $79,723 and issued 166,860 finders’ warrants fair valued at $12,267. The fair value of these finders’ warrants was estimated using the Black-Scholes option pricing model with the following assumptions: volatility of 138.24%, risk-free rate of 0.27%, expected life of 2 years, and expected dividend yield of 0.00%.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

12. Share Capital (continued)

(b) Issued: (continued)

On November 25, 2020, the Company issued 10,431 common shares with a fair value $13,560 to a consultant for services.
On December 10, 2020, the Company issued 12,500 common shares for proceeds of $21,250 pursuant to the exercise of stock options. The fair value of $18,845 for the stock options exercised was transferred from options reserve to share capital.
On December 18, 2020, the Company issued 122,337 common shares with a fair value of $214,089 to settle debt of $199,920.
On February 17, 2021, the Company issued 115,000 common shares for proceeds of $178,250 pursuant to the exercise of stock options. The fair value of $121,009 for the stock options exercised was transferred from options reserve to share capital.

(c) Stock Options

The Company has adopted an incentive stock option plan, which provides that the Board of Directors of the Company may from time to time, at its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance under the plan will not exceed 10% of the total issued and outstanding common shares. Such options will be exercisable for a period of up to 10 years from the date of grant. In connection with the foregoing, the number of common shares reserved for issuance to any one optionee will not exceed 5% of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company or 30 days following cessation of an optionee conducting investor relations activities.

Stock option transactions are summarized as follows:

		Weighted Average
	Number of	Exercise Price
	options	$
Balance, February 28, 2020	250,000	3.00
Granted	990,000	1.58
Exercised	(127,500)	1.52
Forfeited	(50,000)	3.00
Balance, February 28, 2021	1,062,500	1.80
Granted	137,500	0.80
Exercised	(452,500)	1.30
Forfeited	(185,000)	1.80
Expired	(175,000)	3.00
Balance,February28,2022	387,500	1.63

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

12. Share Capital (continued)

Additional information regarding stock options outstanding as at February 28, 2022, is as follows:

follows:
		Outstandingand exercisable
Range of exercise prices $	Number of options	Weighted average remaining contractual life (years)	Weighted average exercise price $
1.50	185,000	3.47	0.72
1.70	192,500	2.39	0.84
2.50	10,000	0.18	0.06
	387,500	3.41	1.63

Share-based compensation expense is determined using the Black-Scholes option pricing model. During the year ended February 28, 2022, the Company recognized share-based compensation expense of $74,038 (2021 – $1,137,721) in share-based payment reserve. During the year ended February 28, 2022, the weighted average grant date fair value $0.05 (2021 – $0.11) per option.

The weighted average assumptions used in calculating the fair value of share-based compensation expense, assuming no dividends or expected forfeitures, are as follows:

	2022	2021
Risk-free interest rate	0.24%	0.30%
Expected volatility	140%	121%
Expected life (years)	2.0	3.7

(d) Share Purchase Warrants

A summary of outstanding common share purchase warrants is as follows:

		Weighted
		Average
		Exercise
	Number of	Price
	warrants	$
Balance, February 28, 2020	3,017,020	4.20
Issued	3,631,052	3.68
Exercised	(484,647)	4.20
Expired	(204,939)	3.00
Balance, February 28, 2021	5,958,485	3.40
Expired	(2,327,433)	3.00
Balance,February28,2022	3,631,052	3.68

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

12. Share Capital (continued)

(d) Share Purchase Warrants (continued)

As at February 28, 2022, the following share purchase warrants were outstanding:

	Exercise
Number of	Price
Warrants	$	ExpiryDate
784,314	2.50	June 8, 2022
1,222,209	4.00	October 5, 2022
1,624,529	4.00	November 16, 2022
3,631,052

13. Debentures

During the year ended February 28, 2022, the Company issued debentures for aggregate proceeds of $860,000 (2021 - $nil) with $85,000 of the proceeds received from the spouse of the former CTO of the Company. The debentures bear interest at 10% per annum, are secured by a general security interest in all of the Company’s assets, and mature on June 1, 2022. As at February 28, 2022, the Company had accrued interest of $66,149 (2021 - $nil), which is included in accounts payable and accrued liabilities.

14. Related Party Transactions

Key management comprises directors and executive officers. The Company did not pay postemployment benefits and long-term benefits to key management. The following compensation was paid to key management and their spouses:

	2022	2021
	$	$
Management fees	493,521	750,004
Consulting fees	371,917	216,952
Research and product development	–	5,207
Salaries	69,958	–
Share-based payments	–	438,775
	935,396	1,410,938

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

14. Related Party Transactions (continued)

The Company entered into the following transactions with related parties during the year ended February 28, 2022:

i) Incurred management fees of $60,000 (2021 - $280,000) to a company controlled by the former President and CEO of the Company.

ii) Incurred management fees of $9,409 (2021 - $nil) and salaries for $69,958 (2021 -$nil) to the former interim CEO of the Company.

iii) Incurred management fees of $69,892 (2021 - $nil) to a company controlled by former interim CEO of the Company.

iii) Incurred management fees of $30,000 (2021 - $nil) to a company controlled by the current CEO of the Company.

v) Incurred management fees of $87,000 (2021 - $90,000) to a company controlled by the CFO of the Company.

vi) Incurred management fees of $237,220 (2021- salary, management, and consulting fees of $380,004) to a company controlled by the former CTO and director of the Company.

vii) Incurred consulting fees of $197,750 (2021 - $nil) to a company controlled by the former Executive Chairman of the Company.

viii) Incurred management fees and research and product development of $nil (2021 - $36,326) to a former director of the Company

x) Incurred consulting fees of $nil (2021 - $60,000) to the spouse of the former President and CEO

xi) During the year ended February 8, 2022, the Company issued 1,580,000 common shares for proceeds of $237,000 to a company controlled by the CEO of the Company.

xii) As at February 28, 2022, $149,200 (2021 - $87,978) is included in accounts payable and accrued liabilities owing to officer and directors of the Company for management and consulting fees and expense reimbursements.

xiii) As at February 28, 2022, $nil (2021 - $18,261) is included in prepaid expenses to the former CTO for consulting services and $nil (2021 - $174,167) is included in prepaid expenses to the spouse of the former CTO for consulting services.

xiv) As at February 28, 2022, $nil (2021 - $82,349) was included in amounts receivable for amounts owing from companies controlled by officers and directors of the Company.

15. Non-Related Consulting Transactions

During the year ended February 28, 2022 the Company incurred consulting fees of $1,542,433 (2021 - $1,809,447) to arm’s length parties. None (2021 – nine) of these consultants participated in private placements completed during the year, providing total proceeds of $nil (2021 - $936,328).

The loss on prepaids relates to $nil (2021 - $142,800) paid to an individual during the year for consulting services which as of year end had not been performed. Management does not believe the services will be provided by the consultant so has written off the prepaid balance as a loss on prepaids. The consultant had also subscribed to a private placement for the amount of $142,800, however funds of the shares subscribed were not received by the year end and a loss was recorded into net income as a loss on subscriptions receivable, resulting in a total loss of $285,600 from this consultant.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

16. Government Assistance

In connection to the outbreak of COVID-19, the Company received $60,000 in Canada Emergency Business Account (“CEBA”) loans from the government of Canada. These CEBA loans are noninterest bearing and mature on December 31, 2023. The loan can be extended to December 31, 2025 and 25% will be forgiven if the principal is repaid before the initial maturity date. The Company has recognized the forgiveness in the year ended February 28, 2021 as the Company intends, with reasonable assurance, to repay the CEBA loans prior to the initial maturity date. The CEBA loans were discounted using an incremental borrowing rate of 8.5%. The expense recovery from discounting the CEBA loans was recorded against salaries.

The reconciliation of the CEBA loans is as follows:

	$
Balance, February 29, 2020	–
Loan funds	60,000
Discounting	(27,436)
Accrued finance expense	1,865
Balance, February 28, 2021	34,429
Accrued finance expense	2,926
Balance,February28,2022	37,355

During the year ended February 28, 2022, the Company recognized an expense recovery of $nil (2021: $55,340) relating to the Canada Emergency Wage Subsidy. The expense recovery was recorded against salaries.

17. Capital Management

The capital structure of the Company consists of equity attributable to common shareholders comprising all components of shareholders’ equity. The Company’s objectives when managing capital are to: (i) preserve capital and (ii) maintain liquidity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares.

There were no changes to the Company’s capital management approach during the year ended February 28, 2021. The Company is not subject to externally imposed capital requirements.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

18. Management of Financial Risk

The types of risk exposure and the Company’s methods of managing the risks remain consistent and are as follows:

(a) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will significantly fluctuate due to changes in market prices. The value of financial instruments can be affected by changes in interest rates, foreign currency rates and other price risk.

(i) Interest rate risk

The Company is not subject to significant interest rate risk with respect to its financial instruments.

(ii) Currency risk

The Company’s reported earnings include gain/losses on foreign exchange, largely reflecting revaluation of its foreign operations, primarily in the United States. The future foreign exchange gain or loss would change based on the level of foreign operating activities.

As at February 28, 2022 and 2021, the Company was exposed to currency risk for its US dollar equivalent of financial assets and liabilities denominated in currencies other than Canadian dollars as follows:

	Held in US dollars	Held in US dollars
	(stated in Canadian dollars)
	2022	2021
	$	$
Cash	9,245	12,553
Accounts payable	(573,783)	(627,868)
Net financial liabilities	(564,538)	(615,315)

Based upon the above net exposure as at February 28, 2022, a 10% (2021 - 10%) depreciation or appreciation of the US dollar relative to the Canadian dollar would result in approximately $56,454 (2021 - $61,532) change in the Company’s consolidated net loss and comprehensive loss.

(iii) Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate as a result of changes in market prices. The Company is not exposed to significant other price risk on its financial instruments.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

18. Management of Financial Risk (continued)

(b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s cash. The Company limits exposure to credit risk through maintaining its cash with high-credit quality Canadian and US financial institutions. The Company is not exposed to significant credit risk on its trade receivables. The carrying amount of financial assets represents the maximum credit exposure.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due by forecasting cash flows for operations, anticipated investing and financing activities, and through management of its capital structure. All of the Company’s accounts payable and accrued liabilities have contractual maturities of less than 90 days.

The Company has been successful in raising financing in the past; however, there is no assurance that it will be able to do so in the future. As at February 28, 2022, the Company had a working capital deficit of $2,286,391 (2021 – $312,511).

19. Income Taxes

A reconciliation of income tax provision computed at Canadian statutory rates to the reported income tax provision is provided as follows:

	2022	2021
	$	$
Loss before income taxes	(16,380,085)	(9,144,808)
Canadian statutory tax rate	27%	27%
Income tax benefit computed at statutory rates	(4,422,623)	(2,469,098)
Items not deductible for tax purposes	(1,686)	523,679
Changes in timing differences	–	(31,591)
Unused tax losses and tax offsets not recognized	4,424,309	1,977,010
Income taxprovision	–	–

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

19. Income Taxes (continued)

The Company recognizes tax benefits on losses or other deductible amounts generated in countries where it is probable that future taxable profits will be available to utilize those tax assets. The Company’s unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:

	2022	2021
	$	$
Non-capital losses	32,109,000	27,741,000
Share issuance costs	126,000	188,000
Warranty provision	30,000	30,000
Unearned revenue	27,000	37,000
Intangible assets	12,909,000	834,000
Unrecognized deferred tax assets	45,201,000	28,830,000

As at February 28, 2022, the Company’s unrecognized unused non-capital losses have the following expiry dates:

	United States	Canada	Total
	$	$	$
2035	10,000	–	10,000
2036	55,000	5,562,000	5,617,000
2037	24,000	2,926,000	2,950,000
2038	–	2,323,000	2,323,000
2039	–	3,595,000	3,595,000
2040	–	6,702,000	6,702,000
2041	–	6,545,000	6,545,000
2042	–	4,367,000	4,367,000
	89,000	32,020,000	32,109,000

20. Segmented Information

During the year ended February 28, 2022, the Company had one operating segment, the development and commercialization of visual and neuro-cognitive processing products, with operations located in Canada and the United States. Selected segmented financial information is as follows:

	2022	2021
	$	$
Revenues
US	132,462	467,339
Canada	8,986	104,321
Other	44,897	156,817
	186,345	728,477

The Company’s non-current assets are located in Canada.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

21. Leases

The continuity of the right-of-use asset is presented in the table below:

	$
Balance, February 29, 2020	95,144
Amortization	(60,091)
Balance, February 28, 2021	35,053
Amortization	(35,053)
Balance,February28,2022	–

Right-of-use asset consisted of a sub-lease for warehouse space which was amortized over 24 months.

The continuity of the lease obligation is presented in the table below:

	$
Balance, February 29, 2020	98,557
Interest accretion	13,032
Lease payments	(72,000)
Balance, February 28, 2021	39,589
Interest accretion	2,411
Lease payments	(42,000)
Balance,February28,2022	–

22. Loss on Settlement

During the year ended February 28, 2021, a shareholder of the Company filed a notice of civil claim in the Supreme Court of British Columbia against the Company, requesting the return of its investment in the Company of $900,000 and removal of certain members of the Company’s board of directors.

During the year ended February 28, 2022, the claim was settled for $510,000 and 2,000,000 in common shares of the Company held by certain shareholders.

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

23. Revenues

A breakdown of the revenues is presented below:

	2022 2021 $ $
	Major goods/service lines Visual and neuro-cognitive processing products 106,121 312,905 Subscription feesforcloud-based software 80,224 415,572
	186,345 728,477
	Timing of revenue recognition Goods transferred at a point in time 106,121 312,905 Services transferred overtime 80,224 415,572
	186,345 728,477

24. Restatement

The Company has restated its financial statements for the year ended February 28, 2021 to correct overstated accounts receivable and prepaid expenses. This restatement resulted in an increase in net loss from $9,028,312 to $9,144,808 for the year ended February 28, 2021.

The impact of the restatement as at February 28, 2021 and for the year then ended are summarized below:

Statement of Financial Position

Assets Current assets Accounts receivable Prepaid expenses	As at February 28, 2021
	As reported $ Adjustment $ As restated $ 285,756 (32,720) 253,036 1,426,700 (83,776) 1,342,924
Total current assets	2,096,433 (116,496) 1,979,937
Total assets	12,296,075 (116,496) 12,179,579
Shareholders’ equity Deficit	(34,165,037) (116,496) (34,281,533)
Total shareholders’equity	9,876,657 (116,496) 9,760,161
Total liabilities and shareholders’ equity	12,296,075 (116,496) 12,179,579

Binovi Technologies Corp. Notes to the Consolidated Financial Statements For the Years Ended February 28, 2022 and 2021 (Expressed in Canadian dollars)

24. Restatement (continued)

Statements of Operations and Comprehensive Loss

Expenses Consulting fees	Year ended February 28, 2021
	As reported $ Adjustment $ As restated $ 1,990,699 116,496 2,107,195
Total expenses	8,746,964 116,496 8,850,428
Loss before other income (expense)	(8,224,007) (116,496) (8,327,471)
Net loss and comprehensive loss	(9,028,312) (116,496) (9,144,808)
Lossper share,basic and diluted	(1.07) (0.02) (1.09)
Weighted average shares outstanding	8,403,769 – 8,403,769

Statement of Shareholders’ Equity

	Year ended February28, 2021
	As reported $ Adjustment $ As restated $
Deficit	(34,165,312) (116,496) (34,281,808)
Total shareholders’ equity	9,876,657 (116,496) 9,760,161

Statement of cash flows

	Year ended February28, 2021
	As reported $ Adjustment $ As restated $
Operating activities Net loss Changes in non-cash working capital items Accounts receivable Prepaid expenses	(9,028,312) (116,496) (9,144,808) 10,481 32,720 43,201 28,867 83,776 112,643
Net cash used in operatingactivities	(6,066,634) – (6,066,634)

AI assistant

Binovi Technologies Corp. — Audit Report / Information 2022

47013_rns_2023-02-23_f65fe7a6-3ffe-42ef-b0de-8c6f4a3065cb.pdf

Binovi Technologies Corp.

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Binovi Technologies Corp.

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Other Information

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Binovi Technologies Corp. Consolidated Statements of Financial Position (Expressed in Canadian dollars)

Binovi Technologies Corp.

Binovi Technologies Corp.

1. Nature of Operations and Going Concern

2. Basis of Preparation

2. Basis of Preparation (continued)

Statement of compliance

3. Critical accounting estimates and judgments

Critical accounting estimates

Collectability of amounts receivable

Amortization of prepaid expenses

3. Critical Accounting Estimates and Judgments (continued)

Inventories

Useful lives of intangible assets

Share-based payments

Determination of Purchase Price Allocation

3. Critical Accounting Estimates and Judgments (continued)

Critical accounting judgments

Functional currency

Research and development expenditures

Determination of cash-generating units (“CGU”)

Impairment of intangible assets

3. Critical Accounting Estimates and Judgments (continued)

Impairment of intangible assets (continued)

Going concern

Asset acquisition versus business combination

4. Significant Accounting Policies

(a) Basis of consolidation

(b) Inventory

4. Significant Accounting Policies (continued)

(d) Foreign currency

(e) Impairment of financial assets

4. Significant Accounting Policies (continued)

(f) Intangible assets

(g) Impairment of non-financial assets

(h) Research and development

4. Significant Accounting Policies (continued)

(l) Loss per share

4. Significant Accounting Policies (continued)

(m) Share capital

(n) Reserves

(o) Share-based payments

(p) Government assistance

4. Significant Accounting Policies (continued)

Financial assets

Recognition and measurement of financial assets

Classification of financial assets

Amortized cost

Financial assets measured at fair value through profit or loss (“FVTPL”)

Financial assets measured at fair value through other comprehensive income (“FVTOCI”)

4. Significant Accounting Policies (continued)

Derecognition of financial assets

Financial liabilities

Recognition and measurement of financial liabilities

Classification of financial liabilities

Financial liabilities measured at amortized cost

Financial liabilities measured at fair value through profit or loss

Derecognition of financial liabilities

4. Significant Accounting Policies (continued)

Fair value hierarchy

(r) Provisions

(s) Accounting Standards Issued But Not Yet Effective

5. Amounts Receivable

6. Acquisitions

6. Acquisitions

(c) Acquisition of 2270377 Alberta Ltd.

(d) Acquisition of 1252796 B.C. Ltd.

Binovi Technologies Corp. Audit Report / Information 2022