D-BOX Technologies Inc. — Regulatory Filings 2021

Feb 25, 2021

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Autorité des marchés financiers Alberta Securities Commission British Columbia Securities Commission Manitoba Securities Commission Nova Scotia Securities Commission New Brunswick Financial and Consumer Services Commission Ontario Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Office of the Superintendent of Securities, Service Newfoundland and Labrador Office of the Superintendent of Securities, Prince Edward Island

February 25, 2021

Dear Sirs/Madams:

Re: D-BOX Technologies Inc.

We refer to the short-form prospectus of D-BOX Technologies Inc. (the “Company”) dated February 25, 2021 relating to the sale and issue of units of the Company, each unit consisting of one Class A common share and one Class A common share purchase warrant.

We consent to being named and to the use, through incorporation by reference in the above-mentioned shortform prospectus, of our report dated July 3, 2020 to the shareholders of the Company on the following financial statements:

• Consolidated balance sheets as at March 31, 2020 and 2019;

• Consolidated statements of net loss and comprehensive loss, changes in equity and cash flows for the years ended March 31, 2020 and 2019, and a summary of significant accounting policies and other explanatory information.

We report that we have read the short-form prospectus and all information specifically incorporated by reference therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the consolidated financial statements upon which we have reported or that are within our knowledge as a result of our audit of such consolidated financial statements. We have complied with Canadian generally accepted standards for an auditor’s consent to the use of a report of the auditor included in an offering document, which does not constitute an audit or review of the short-form prospectus as these terms are described in the CPA Canada Handbook – Assurance.

/// (signed) Ernst & Young LLP ///

Chartered professional accountants

• 1 CPA auditor, CA, public accountancy permit no. A118785

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