BLUE SKY ENERGY INC.

(TO BE RENAMED "EV TECHNOLOGY GROUP LTD." UPON COMPLETION OF THE TRANSACTION DESCRIBED HEREIN)

FILING STATEMENT IN RESPECT OF THE REVERSE TAKE-OVER OF BLUE SKY ENERGY INC. BY EV TECHNOLOGY GROUP INC.

April 4, 2022

Neither the Neo Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Reverse Takeover described in this Filing Statement.

All information contained in this Filing Statement with respect to Blue Sky Energy Inc. ("BSI") was supplied by Blue Sky Energy Inc. for inclusion herein.

All information contained in this Filing Statement with respect to EV Technology Group Inc. ("EVT") was supplied by EVT for inclusion herein.

Contents

GLOSSARY OF DEFINED TERMS4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS8
ENFORCEMENT OF CIVIL LIABILITIES11
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION11
SUMMARY OF FILING STATEMENT11
The Parties to the Transaction12
Arm's Length Transaction13
The Subscription Receipt Financing14
Directors and Officers of the Resulting Issuer14
Funds Available14
Principal Purpose of Funds15
Selected Pro Forma Consolidated Financial Information15
Stock Exchange Listings15
Interests of Experts16
Enforcement of Judgments Against Foreign Persons or Companies16
Risk Factors16
INFORMATION CONCERNING THE TRANSACTION17
Description of the Transaction17
The Amalgamation Agreement19
Subscription Receipt Financing25
INFORMATION CONCERNING BSI26
Corporate Structure26
General Development of the Business27
Financial Statements27
Management's Discussion and Analysis27
Description of the Securities27
Prior Sales29
Executive Compensation29
BSI Options and Other Compensation Securities32
Exercise of BSI Options33
Management Contracts33
Stock Exchange Price34
Arm's Length Transactions34
Legal Proceedings34
Auditor, Transfer Agent and Registrar34
Material Contracts34
INFORMATION CONCERNING EVT35
Corporate Structure35
General Development of the Business35
Narrative Description of the Business36
Market Overview38
Financial Statements40
Management's Discussion and Analysis40
Description of the Securities40
Consolidated Capitalization41
Prior Sales42
Executive Compensation42
Management Contracts43
Stock Exchange Price43
Arm's Length Transactions43
Legal Proceedings43
Auditor43
Material Contracts43
INFORMATION CONCERNING THE RESULTING ISSUER44
Corporate Structure44

General Development of the Business44
Narrative Description of the Business44
Description of the Securities45
Pro Forma Consolidated Capitalization and Selected Pro Forma Consolidated Financial Information	45
Selected Pro Forma Consolidated Financial Information45
Pro Forma Fully Diluted Share Capital46
Available Funds and Principal Purposes47
Principal Security Holders48
Directors, Officers, and Promoters48
Promoter Consideration51
Corporate Cease Trade Orders or Bankruptcies51
Penalties or Sanctions51
Personal Bankruptcies52
Conflicts of Interest52
Other Reporting Issuer Experience52
Indebtedness of Directors and Officers54
Executive Compensation54
Security Based Compensation57
Escrowed Securities59
Audit Committee60
Corporate Governance60
Other Corporate Governance Matters62
Investor Relations Arrangements64
Auditor, Transfer Agent, and Registrar64
RISK FACTORS64
General Risks65
Resulting Issuer Risks71
GENERAL MATTERS72
Experts72
Other Material Facts73
Board Approval73
CERTIFICATE OF BLUE SKY ENERGY INC74
CERTIFICATE OF EV TECHNOLOGY GROUP INC.75
SCHEDULE "A" AUDITED FINANCIAL STATEMENTS OF BSI FOR THEFISCAL YEAR ENDED JULY
31, 202176
SCHEDULE "B" CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF BSI FOR
THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021 (UNAUDITED)77
SCHEDULE "C" MD&A OF BSI78
SCHEDULE "D" AUDITED FINANCIAL STATEMENTS OF EVT FOR THE PERIOD FROM INCEPTION
(AUGUST 16, 2021) TO ITS FISCAL YEAR END OF DECEMBER 31, 202179
SCHEDULE "E" MD&A OF EVT FOR THE PERIOD FROM INCEPTION (AUGUST 16, 2021) TO ITS
FISCAL YEAR END OF DECEMBER 31, 202180
SCHEDULE "F" PRO FORMA FINANCIAL STATEMENTS81
SCHEDULE "G" RESULTING ISSUER STOCK OPTION PLAN82
SCHEDULE "H" RESULTING ISSUER DSU PLAN83

GLOSSARY OF DEFINED TERMS

The following is a glossary of certain defined terms used throughout this Filing Statement. Terms and abbreviations used in the financial statements, MD&A and the pro forma consolidated financial statements of the Resulting Issuer attached as schedules to this Filing Statement are defined separately in such schedules, and the terms and abbreviations defined below are not used, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa, and words importing any gender include all genders.

"Act" means the Business Corporations Act (Ontario) as amended, including the regulations promulgated thereunder;

"Affiliate" has the meaning ascribed to such term in the Act;

"Amalco" means the corporation resulting from the Amalgamation;

"Amalgamation" means the amalgamation of BSI Subco and EVT under Section 174 of the Act and in accordance with the terms and conditions of the Amalgamation Agreement;

"Amalgamation Agreement" means the amalgamation agreement entered into on January 19, 2022 among EVT, BSI and BSI Subco;

"Amalgamating Corporations" means, together, BSI Subco and EVT;

"Arm's Length Transaction" means a transaction which is not a Related Party Transaction, as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

"Associate" has the meaning ascribed to such term in the Act;

"BSI" means Blue Sky Energy Inc., a corporation existing under the laws of the Province of Ontario;

"BSI Annual Financial Statements" means the audited financial statements of BSI for the fiscal years ended July 31, 2020 and July 31, 2021, together with the auditors' report thereon;

"BSI Board" means the board of directors of BSI;

"BSI Consolidation" means the consolidation of the issued and outstanding BSI Shares on the basis of one (1) post-Consolidation BSI Share for every four (4) pre-Consolidation BSI Share held;

"BSI Financial Statements" means collectively, the BSI Annual Financial Statements and the BSI Interim Financial Statements;

"BSI Interim Financial Statements" means the condensed interim consolidated unaudited financial statements of BSI for the three and six month periods ended January 31, 2022;

"BSI Meeting" means the annual general and special meeting of BSI Shareholders held on February 17, 2022 at which the BSI Shareholders approved the BSI Meeting Matters;

"BSI Meeting Matters" means the items that were presented for shareholder approval at the BSI Meeting, including: (a) the BSI Consolidation; (b) the Delisting prior to the Closing; (c) the Name Change; (d) the approval of the Resulting Issuer DSU Plan following Closing; and (e) the approval of a new slate of directors to be effective following Closing;

"BSI Options" means stock options to acquire BSI Shares;

"BSI Shareholders" means holders of the BSI Shares;

"BSI Shares" means common shares in the capital of BSI;

"BSI Shares for Debt" means the satisfaction of C$2,633,293.88 of liabilities of BSI by the issuance of 10,005,359 of BSI Shares;

"BSI Stock Option Plan" means the stock option plan of BSI;

"BSI Subco" means 1000082448 Ontario Inc., a company existing under the laws of Ontario, and a wholly-owned subsidiary of BSI;

"Business Day" means any day other than a Saturday, Sunday or any statutory holiday in the Province of Ontario;

"Closing" means the completion of the Amalgamation in accordance with the terms of the Amalgamation Agreement;

"Closing Date" means such date on or before May 31, 2022, which date shall be five Business Days after the date on which all conditions precedent in the Amalgamation Agreement have been satisfied or waived and all necessary approvals are received, or waived, by BSI and EVT with respect to the Transaction, or such other time or date as may be agreed upon in writing by the parties to the Amalgamation Agreement;

"Delisting" means the voluntary delisting of the BSI Shares from trading on the NEX board of the TSXV which took effect on April 1, 2022;

"Effective Date" means the effective date indicated upon the certificate issued pursuant to the Amalgamation;

"Effective Time" means 12:01 a.m. (Toronto Time) on the Effective Date;

"EV" means electric vehicle;

"EVT" means EV Technology Group Inc., a corporation existing under the laws of the Province of Ontario;

"EVT Annual Financial Statements" means the audited financial statements of EVT for the period from inception (August 16, 2021) to its fiscal year end of December 31, 2021, together with the auditors' report thereon;

"EVT Board" means the board of directors of EVT;

"EVT Dissent Rights" means the dissent rights exercisable by the EVT Dissenting Shareholders with respect to the Amalgamation pursuant to Section 185 of the Act;

"EVT Dissenting Shareholders" means the EVT Shareholders that exercise EVT Dissent Rights;

"EVT Meeting" means the special meeting of EVT Shareholders held on March 1, 2022 at which the EVT Shareholders approved the EVT Resolution;

"EVT Options" means the options to purchase EVT Shares outstanding as of the date of this Filing Statement, subject to those certain terms and conditions set out in the EVT option plan (or any predecessor plan that such plan replaced);

"EVT Resolution" means the special resolution of the EVT Shareholders approving, among other things, the Amalgamation;

"EVT Shareholders" means the holders of EVT Shares;

"EVT Shares" means common shares in the capital of EVT;

"Final Exchange Approval" means the NEO Exchange acceptance to be issued following the Closing and the submission of all required documentation to the NEO Exchange, which evidences the final NEO Exchange acceptance of the listing of Resulting Issuer Shares on the NEO Exchange;

"Letter of Intent" means the binding letter of intent dated December 31, 2021 between EVT and BSI pursuant to which the parties agreed to complete a business combination;

"Material Adverse Change" or "Material Adverse Effect" with respect to BSI or EVT, as the case may be, means any event, change or effect (including a decision to implement any such event or change made by the board of directors or by senior management who believe that confirmation of the decision by the board of directors is probable), that is or would reasonably be expected to be materially adverse to the business, assets, liabilities, capitalization, ownership, financial condition or operations of BSI or EVT, as applicable, considered with respect to the entity taken as a whole, provided however that a "Material Adverse Change" or "Material Adverse Effect" shall not include an adverse change or effect resulting from: (i) a matter that has been publicly disclosed or otherwise disclosed in writing by either party to the other parties prior to the date of this Agreement; (ii) conditions affecting the electric vehicle industry generally, including changes in laws, government policies or programs or taxes; (iii) general economic, financial, currency exchange, securities or commodity market conditions; or (iv) any natural disaster or the commencement or continuation of any war, armed hostilities, acts of terrorism or pandemics including the current global COVID-19 pandemic; provided, however, that each of clauses (ii) through (iv) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein relate primarily to (or have the effect of relating primarily to) that party or disproportionately adversely affects that party in comparison to other persons of a similar size who operate in the industry in which such party operates;

"MIL" means MOKE International Limited;

"MIL Investment Agreement" means the investment agreement dated September 30, 2021 between EVT and MIL;

"MOKE Dealer Agreement" means the dealer agreement dated October 12, 2021 between MOKE France and MIL;

"MOKE France" means MOKE France SAS and any successor or assignee thereof, a wholly-owned subsidiary of EVT;

"MOKE Share Exchange Agreement" means the share exchange agreement dated December 9, 2021 among EVT, MOKE France and the common shareholders of MOKE France;

"Name Change" means the name change of BSI to "EV Technology Group Ltd." or such other name acceptable to BSI and EVT, with such name change to be completed on or prior to the Effective Date;

"NEO Exchange" means the Neo Exchange Inc.;

"NEOs" means the CEO, the CFO and the three next most highly paid executives of a corporation whose total individual compensation is at least C$150,000;

"NI 52-110" means National Instrument 52-110 – Audit Committees;

"Party" means each of BSI and EVT, and "Parties" means both of them;

"Post-Consolidation BSI Share" means a BSI Shares as constituted following the BSI Consolidation;

"Release Conditions" means the following:

(i) written confirmation from each of EVT and BSI that all conditions to the completion of the Transaction have been satisfied or waived, other than the release of the Escrowed Proceeds;
(ii) written confirmation from the TSXV that the Delisting has occurred;
(iii) the common shares of the Resulting Issuer having been conditionally approved for listing on the NEO;
(iv) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Transaction;
(v) EVT, BSI and the Resulting Issuer not being in breach or default of any of their covenants or obligations under the Subscription Receipt Agreement or the Amalgamation Agreement, as applicable; and
(vi) the delivery by EVT and BSI of the Joint Notice to the Subscription Receipt Agent in accordance with the terms and conditions of the Subscription Receipt Agreement;

"Release Deadline" means 5:00 p.m. (Toronto time) on July 13, 2022;

"Resulting Issuer" means BSI following completion of the Amalgamation, to be named "EV Technology Group Ltd." or such other name as EVT and BSI may mutually determine;

"Resulting Issuer Board" means the board of directors of the Resulting Issuer;

"Resulting Issuer DSU Plan" means the newly adopted deferred share unit plan in the form attached hereto in Schedule "H";

"Resulting Issuer DSUs" means the deferred share units to acquire Resulting Issuer Shares pursuant to the Resulting Issuer DSU Plan.

"Resulting Issuer Options" means the stock options to acquire Resulting Issuer Shares pursuant to the Resulting Issuer Stock Option Plan.

"Resulting Issuer Shares" means the common shares in the capital of the Resulting issuer, after taking into account the BSI Consolidation and the Transaction;

"Resulting Issuer Stock Option Plan" means the newly adopted stock option plan in the form attached hereto in Schedule "G";

"Subscription Receipts" means the subscription receipts issued under the Subscription Receipt Financing and pursuant to the terms of the Subscription Receipt Agreement for a purchase price of C$1.00 per Subscription Receipt. Each Subscription Receipt will be automatically exchanged, without payment of additional consideration or further action by the holder thereof, into a fraction of an EVT Share, equal to 1/4.7 (or 0.21276596) of an EVT Share, subject to adjustment in certain events, immediately prior to the Effective Time;

"Subscription Receipt Agent" means TSX Trust Company;

"Subscription Receipt Agreement" means the subscription receipt agreement entered into on March 15, 2022 among the Subscription Receipt Agent, EVT and BSI governing the terms and conditions of the Subscription Receipts;

"Subscription Receipt Financing" means the non-brokered sale by EVT of Subscription Receipts pursuant to the Subscription Receipt Agreement;

"Transaction" means the reverse takeover transaction under which BSI Subco and EVT will be amalgamated pursuant to a three-corner amalgamation and BSI will acquire all of the issued and outstanding EVT Shares in accordance with the terms and conditions of the Amalgamation Agreement and as more particularly described in this Filing Statement; and

"TSXV" means the TSX Venture Exchange.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information contained in this Filing Statement constitute forward-looking statements or forward-looking information (collectively "forward-looking statements") within the meaning of applicable securities Laws. Forward-looking statements are often, but not always, identified by the use of words or phrases such as "may", "is expected to", "anticipates", "believes", "estimates", "intends", "plans", and similar words suggesting future outcomes, or language suggesting an outlook, including that certain actions, events or results "may", "could", "would", "might" or "will" occur or be achieved, and variations of any such words or phrases. In particular, this Filing Statement contains forward-looking statements with respect to:

the expected use of proceeds of the Subscription Receipt Financing;
the expected sources of cash and funds available following the completion of the Transaction;
the expected receipt of all required approvals in connection with the Transaction;
expectations as to future operations of the Resulting Issuer;
the Resulting Issuer's expected operating costs, general and administrative expenses, costs of services and other costs and expenses;
the Resulting Issuer's ability to meet current and future obligations;
the Resulting Issuer's ability to obtain services in a timely manner or at all;
the Resulting Issuer's ability to obtain financing on acceptable terms or at all;
the Resulting Issuer's targeted business milestones and related timelines and costs;
the proposed executive officers and directors of the Resulting Issuer;
expectations about the electric vehicle market;
expectations regarding future competitive conditions;
the anticipated costs to complete the Transaction;
the expected dividend policies of the Resulting Issuer; and
the impact of future regulatory action.

Forward-looking statements in this Filing Statement are based on the current beliefs of management of EVT and BSI, as well as assumptions made by, and information currently available to, EVT and BSI, as applicable, regarding, among other things, the expected:

completion of the Transaction and related matters;
listing of the Resulting Issuer Shares on the NEO Exchange;
success of the operations of the Resulting Issuer;
the Resulting Issuer's ability to attract and retain key personnel;
legislative and regulatory environments of the jurisdictions where the Resulting Issuer will carry on business or have operations;
impact of competition and the competitive response to the Resulting Issuer's business strategy;
timing and amount of the Resulting Issuer's capital and other expenditures;
conditions in the financial markets and the economy generally; and
ability of the Resulting Issuer to obtain additional financing, if and as needed, on a satisfactory terms or at all.

The actual results, performance or achievements of the Resulting Issuer could differ materially from those anticipated in the forward-looking statements contained in this Filing Statement as a result of the risk factors set forth below and under the heading "Risk Factors", and other risk factors, which include that:

An investment in securities of the Resulting Issuer is speculative and involves a degree of risk and should only be made by investors who can afford to lose their entire investment;
the Transaction may not be completed in all material respects in accordance with the Amalgamation Agreement or at all;
the Transaction may incur significant costs for BSI;
the Resulting Issuer may not realize the anticipated benefits of the Transaction;
Final Exchange Approval may not be obtained;
EVT may require additional funds to finance its operations;
the ongoing COVID-19 pandemic may have an adverse effect of the business of EVT;
EVT will be reliant on attracting and retaining skilled management and directors;
EVT may be unable to obtain adequate insurance to insure its operations;
market risk for securities;
foreign exchange risk;
EVT has a limited operating history;
EVT's business is dependent on the manufacture of a single vehicle which, if delayed, could have an adverse effect on the business of EVT;
EVT's business has exposure to seasonal risk;
EVT's business has exposure to supply chain risk;
EVT's business has exposure to counterfeit risk;
EVT is subject to competition from other electric vehicle companies;
tax risk;
litigation risk;
risks related to its ability of the Resulting Issuer to generate profits;
risks related to management of the Resulting Issuer's growth;
risks related to the Resulting Issuer having no plans to pay dividends;
risks related to intellectual property;
risks related to the potential exposure of the Resulting Issuer to cybersecurity risks;
the Resulting Issuer may not be able to obtain all necessary approvals;
the requirements of being a public company may strain the Resulting Issuer's resources, divert management attention and affect its ability to attract and retain management and qualified board members;
risks related to the enforcement of judgements against directors or officers of the Resulting Issuer who are foreign persons; and
the Resulting Issuer may face risks related to its reliance on the business and industry expertise of its management team.

Readers are cautioned that these factors and risks are difficult to predict and that the assumptions used in the preparation of forward-looking statements, although considered reasonably accurate at the time of preparation, may prove to be incorrect. Accordingly, readers are cautioned that the Resulting Issuer's actual results achieved could vary from the information provided in this Filing Statement, and the variations may be material. Readers are also cautioned that the foregoing list of factors is not exhaustive. Consequently, there is no representation by EVT or BSI that actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. Furthermore, the forward-looking statements contained in this Filing Statement are made as of the date of this Filing Statement, and neither EVT nor BSI undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities Laws. The forward-looking statements contained in this Filing Statement are expressly qualified by this cautionary statement.

The links included in this Filing Statement are included as inactive textual reference for reference purposes only and the information on or connected to these websites is not part of, or incorporated by reference into, this Filing Statement.

ENFORCEMENT OF CIVIL LIABILITIES

The following individuals reside outside of Canada and have appointed the Resulting Issuer, located at 198 Davenport Road, Toronto, Ontario M5R 1J2, as their agent for services of process in Canada, respectively:

1. Wouter Witvoet, the CEO and Promoter of EVT and the proposed CEO, director and Chair of the board of the Resulting Issuer;
1. Olivier Francois Roussy Newton, the President of EVT and the proposed President and director of the Resulting Issuer;
1. David Maher, Vice President of Operations of EVT and proposed Vice President of Operations of the Resulting Issuer;
1. Jon Foster, a director of BSI and a proposed director of the Resulting Issuer; and
1. Manpreet Singh, a proposed director of the Resulting Issuer.

It may not be possible for investors to enforce judgements obtained in Canada against any person that resides outside of Canada, even if the person has appointed an agent for service of process.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

All dollar amounts in this Filing Statement are expressed in Canadian dollars unless otherwise indicated. References to "US$" are to U.S. dollars.

The following table sets out, for the period indicated, certain exchange rates based upon the exchange rates published by the Bank of Canada during the respective periods. The rates are set out as United States dollars per $1.00.

	Fiscal Year EndedDecember 31, 2021	Fiscal Year EndedJuly 31, 2021
Average	$0.7980	$0.7857
End	$0.7888	$0.8024

On April 1, 2022, the last completed trading day prior to the date of this Filing Statement, the daily exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = $1.2512.

SUMMARY OF FILING STATEMENT

The following is a summary of information relating to EVT, BSI and the Resulting Issuer (assuming completion of the Transaction), and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Capitalized terms used in this summary, and not defined in this summary, will have the meaning provided in the Glossary or elsewhere in this Filing Statement. No person is authorized to give any information or to make any representation not contained in this Filing Statement and, if given or made, such information or representation should not be relied upon as having been authorized. This Filing Statement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. Neither delivery of this Filing Statement nor any distribution of the securities referred to in this Filing Statement shall, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Filing Statement.

The Parties to the Transaction

BSI

BSI is a corporation continued under the Act on September 27, 2013. BSI is a reporting issuer under the securities laws of the jurisdictions of Alberta, British Columbia and Ontario. The BSI Shares were delisted from trading on the NEX Board of the TSXV effective as of April 1, 2022.

BSI is a former Canadian oil and gas exploration company with no material assets. On April 4, 2022, BSI sold all of the issued and outstanding shares of an immaterial legacy subsidiary company, Sonoro Energy Iraq B.V., to a third party for nominal consideration.

BSI's head office and registered and records offices are located at 198 Davenport Road, Toronto, Ontario M5R 1J2.

EVT

EVT is a private company that was incorporated on August 16, 2021 pursuant to the provisions of the Act.

EVT's head office and registered and records offices are located at 198 Davenport Road, Toronto, Ontario M5R 1J2.

EVT was founded in order to focus on opportunities in the electric vehicle market. EVT's mission statement is "to electrify iconic driving experiences". Its strategic focus is on developing and commercializing electric vehicle technologies that have growth potential in unique, niche, and underserved markets.

On September 30, 2021, EVT entered into an investment agreement with MIL (the "MIL Investment Agreement"). Pursuant to the MIL Investment Agreement, EVT made a loan of US$5,000,000 to MIL, which loan accrues interest at a rate of 6% per annum and matures on December 31, 2026. As consideration for the loan, EVT also received 372 ordinary shares of MIL for £0.10 per ordinary share for an approximate 15.5% equity interest in MIL. The MIL Investment Agreement also granted EVT a right until September 30, 2022, to acquire an additional 246 ordinary shares of MIL, which, if exercised, would give EVT a 23.3% equity interest in MIL, in exchange for an additional shareholder loan of US$5,000,000 at 6% interest for a term of five years. Pursuant to the MIL Investment Agreement, EVT was granted the right to nominate a director to the board of directors of MIL, and EVT's CEO, Wouter Witvoet, has been so nominated and appointed.

In December 2021, EVT acquired 100% of the issued and outstanding shares of MOKE France pursuant to the MOKE Share Exchange Agreement, including, indirectly, MOKE France's rights and interests in the MOKE Dealer Agreement between MOKE France and MIL. The consideration for the acquisition of MOKE France was the issuance of 6,000,000 EVT Shares to the former shareholders of MOKE France.

Pursuant to the MOKE Dealer Agreement, MIL, as the manufacturer of MOKE products, has granted to MOKE France the non-exclusive right to import, market, sell or rent MOKE products and perform after-sales and customer relations services in France. The MOKE Dealer Agreement may be terminated by either party on twelve (12) months' notice to the other, or immediately in the event of breach by the other party.

EVT currently has one business line, MOKE France, by which it is realizing on its strategy of pursuing different opportunities in the electric vehicle market. Through its acquisition of MOKE France and the MOKE Dealer Agreement, EVT intends to be a dealer and distributor of the newly developed MOKE electric vehicle. In addition, EVT plans to rent MOKE electric vehicles in certain cities in France where there is significant demand, especially in summer months.

On December 28, 2021 MOKE France ordered 100 MOKE electric vehicles from MIL, with a deposit paid to secure the order. In terms of business operations, MOKE France plans to sell approximately half of the MOKE electric vehicles under the MOKE Dealer Agreement to third parties. The other half will be rented out to tourists and the local population starting around May 2022 when first deliveries of the MOKE electric vehicles from the MIL factory are expected. This inventory of MOKE electric vehicles is expected to provide diversified revenue sources – with sales presenting large upfront revenue opportunities, and rental providing ongoing cashflow.

The Transaction

BSI has identified EVT as an appropriate target for BSI to acquire for the purpose of completing a reverse takeover transaction.

On December 31, 2021, BSI and EVT entered into a binding letter of intent in respect of the Transaction, as described in a news release by BSI dated December 31, 2021.

On January 19, 2022, BSI, EVT and BSI Subco entered into the Amalgamation Agreement with respect to the Transaction.

The Transaction is to be effected by means of a three-cornered amalgamation among BSI, BSI Subco and EVT under the provisions of the Act, and on the terms and conditions of the Amalgamation Agreement. Pursuant to the terms and conditions of the Amalgamation Agreement, and under the provisions of the Act, BSI Subco and EVT will amalgamate, the shareholders of EVT (including, for greater certainty, holders of all EVT Shares issuable upon the automatic exchange of the Subscription Receipts) will become shareholders of BSI, and BSI Subco and EVT will continue as one corporation, which will be a wholly-owned by subsidiary of the Resulting Issuer (to be named "EV Technology Group Ltd.").

Immediately prior to the Transaction, each Subscription Receipt will be automatically exchanged, without payment of additional consideration or further action by the holder thereof, into a fraction of an EVT Share, equal to 1/4.7 (or 0.21276596) of an EVT Share, in accordance with the Subscription Receipt Agreement. Pursuant to the Amalgamation Agreement, each EVT Shareholder will receive 4.7 Resulting Issuer Shares for each one EVT Share held.

Pre-Consolidation, BSI has 30,884,961 BSI Shares issued and outstanding and nil BSI options. After giving effect to the Consolidation, after the issuance of the BSI Shares for Debt, and immediately prior to Closing, BSI will have approximately 10,222,580 post-Consolidation BSI Shares issued and outstanding.

Based on the issued and outstanding securities of each of EVT and BSI, inclusive of the Subscription Receipts, on Closing, it is expected that the Resulting Issuer will have approximately 106,298,050 Resulting Issuer Shares (which number includes 90,263,970 Resulting Issuer Shares issued in exchange for EVT Shares (other than EVT Shares resulting from the automatic exchange of Subscription Receipts), 5,811,500 Resulting Issuer Shares ultimately issued in exchange for EVT Shares issued pursuant to the Subscription Receipts, and 10,222,580 Resulting Issuer Shares held by the former BSI Shareholders).

Arm's Length Transaction

The Transaction is an Arm's Length Transaction.

The Subscription Receipt Financing

On March 15, 2022 and March 25, 2022, EVT completed the Subscription Receipt Financing pursuant to which it issued an aggregate of 5,811,500 Subscription Receipts at a price of C$1.00 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of C$5,811,500. Subject to the satisfaction of the Release Conditions by the Release Deadline, the Subscription Receipts will convert into an aggregate of approximately 1,236,489 EVT Shares.

See "Information Concerning EVT – Subscription Receipt Financing".

Directors and Officers of the Resulting Issuer

It is expected that, in connection with the Closing, all of the directors and officers of BSI (except as indicated below) will resign and be replaced by nominees of EVT and BSI, respectively, such that, following the Closing, the directors and officers of the Resulting Issuer will be as follows:

Wouter Witvoet, Chief Executive Officer, Director and Chairman of the Board Ryan Ptolemy, Chief Financial Officer Olivier Francois Roussy Newton, President and Director David Maher, Chief Operating Officer Kenny Choi, Corporate Secretary Jon Foster, Director Kent Thexton, Director Manpreet Singh, Director

Funds Available

The following table sets out information regarding the Resulting Issuer's expected sources of cash following the completion of the Transaction. The amounts shown in the table are estimates only and are based upon the information available to EVT and BSI as of the date of this Filing Statement:

Anticipated available Funds	Amount (C$)
Estimated EVT working capital as at March 17, 2022(unaudited)	C$1,602,546
Estimated BSI working capital as at March 17, 2022(unaudited)	C$(133,985)
Net Proceeds of the Subscription Receipt Financing	C$5,811,500
Anticipated available funds	C$7,280,061

See "Information Concerning the Resulting Issuer – Available Funds and Principal Purposes – Funds Available".

Principal Purpose of Funds

The following table sets out the approximate principal purposes for which the estimated available funds will be used by the Resulting Issuer. The amounts shown are estimates only. The intended uses of funds may vary based upon a number of factors, and variances may be material.

Usesof Funds	Estimated Amount (C$)
Build-out Moke France flagship store in SaintTropez, France	C$200,000
Purchase 100 Moke electric vehicles for MokeFrance	C$3,700,000
Establishment of Mokerental business line inFrance, including sales and maintenance team	C$100,000
Estimated transaction costs	C$300,000(1)
Working Capital	C$2,980,061

Notes:

Includes legal fees, auditor review fees, NEO Exchange filings fees, transfer agent fees and other expenses incurred or expected to be incurred in connection with the Transaction.

There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. For additional information regarding the funds available to the Resulting Issuer and the proposed uses of those funds, see "Information Concerning the Resulting Issuer – Available Funds and Principal Purposes- Principal Purpose of Funds".

Selected Pro Forma Consolidated Financial Information

The following table summarizes selected pro forma financial information for the Resulting Issuer (as at December 31, 2021), after giving effect to the Transaction, and should be read in conjunction with the pro forma financial statements of the Resulting Issuer attached hereto as Schedule "F".

Balance Sheet Data	As at December31, 2021
Total Assets	C$17,635,328
Total Liabilities	C$150,897
Total Shareholders' Equity	C$17,484,431

See "Information Concerning the Resulting Issuer – Pro Forma Consolidated Capitalization".

Stock Exchange Listings

BSI is a reporting issuer under the securities laws of the jurisdictions of Alberta, British Columbia and Ontario. The BSI Shares were delisted from the NEX Board of the TSXV as of April 1, 2022 and, as such, the BSI Shares are not currently listed or posted for trading on any stock exchange and no public market exists for any securities of BSI.

EVT is a non-reporting issuer and its securities are not listed or posted for trading on any stock exchange and no public market exists for any securities of BSI.

BSI and EVT have applied to the NEO Exchange for approval to list the Resulting Issuer Shares issuable pursuant to the Amalgamation. The NEO Exchange has issued its conditional approval for the listing of the Resulting Issuer Shares to be issued pursuant to the Amalgamation, but no assurance can be given that the Resulting Issuer will receive Final Exchange Approval as contemplated herein or at all.

Interests of Experts

No person or company, whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement, holds, or is expected to hold, any beneficial interest, directly or indirectly, in any property of EVT, BSI or the Resulting Issuer or of an Associate or Affiliate of EVT, BSI or the Resulting Issuer and no such person is expected to be elected, appointed or employed as a director, senior officer or employee of EVT, BSI or the Resulting Issuer or of an Associate or Affiliate of EVT, BSI or the Resulting Issuer and no such person is a Promoter of EVT, BSI or the Resulting Issuer or an Associate or Affiliate of EVT, BSI or the Resulting Issuer.

McGovern Hurley LLP has informed EVT that they are independent with respect to EVT within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Ontario.

McGovern Hurley LLP has informed BSI that they are independent with respect to BSI within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Ontario.

Enforcement of Judgments Against Foreign Persons or Companies

The following proposed directors and officers of the Resulting Issuer reside outside of Canada: Wouter Witvoet, Olivier Francois Roussy Newton, David Maher, Jon Foster and Manpreet Singh. Each of the foregoing has named the Resulting Issuer as their agent for service of process in Canada.

Investors are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Risk Factors

An investment in BSI Shares or Resulting Issuer Shares (both before and after completion of the Transaction) should be considered highly speculative and involves a high degree of risk. A list of risk factors related to the Transaction, EVT, BSI and the Resulting Issuer can be found at "Risk Factors", below, and include: An investment in securities of the Resulting Issuer is speculative and involves a degree of risk and should only be made by investors who can afford to lose their entire investment; the Transaction may not be completed in all material respects in accordance with the Amalgamation Agreement or at all; the Transaction may incur significant costs for BSI; the Resulting Issuer may not realize the anticipated benefits of the Transaction; Final Exchange Approval may not be obtained; EVT may require additional funds to finance its operations; the ongoing COVID-19 pandemic may have an adverse effect of the business of EVT; EVT will be reliant on attracting and retaining skilled management and directors; EVT may be unable to obtain adequate insurance to insure its operations; market risk for securities; foreign exchange risk; EVT has a limited operating history; EVT's business is dependent on the manufacture of a single vehicle which, if delayed, could have an adverse effect on the business of EVT; EVT's business has exposure to seasonal risk; EVT's business has exposure to supply chain risk; EVT's business has exposure to counterfeit risk; EVT is subject to competition from other electric vehicle companies; foreign exchange risk; risks related to volatile markets; tax risk; litigation risk; risks related to the ability of the Resulting Issuer to generate profits; risks related to management of the Resulting Issuer's growth; risks related to the Resulting Issuer having no plans to pay dividends; risks related to intellectual property; risks related to the potential exposure of the Resulting Issuer to cybersecurity risks; the Resulting Issuer may not be able to obtain all necessary approvals; the requirements of being a public company may strain the Resulting Issuer's resources, divert management attention and affect its ability to attract and retain management and qualified board members; risks related to the enforcement of judgements against directors or officers of the Resulting Issuer who are foreign persons; and the Resulting Issuer may face risks related to its reliance on the business and industry expertise of its management team.For a description of the risk factors affecting the Resulting Issuer, see "Risk Factors" below.

INFORMATION CONCERNING THE TRANSACTION

Description of the Transaction

Background to the Amalgamation

On December 31, 2021, EVT and BSI entered into the Letter of Intent pursuant to which the parties agreed to complete a business combination.

On January 19, 2022, EVT, BSI and BSI Subco entered into the Amalgamation Agreement which superseded the Letter of Intent.

Effects of the Amalgamation

Pursuant to the Amalgamation and the Amalgamation Agreement, at the Effective Time, the following will be deemed to occur without any further act or formality:

1. BSI Subco and EVT shall amalgamate to form Amalco and shall continue as one company under the Act with effect as of the Effective Time;
1. Immediately upon the Amalgamation:
- a. each EVT Share shall be exchanged for 4.7 fully-paid and non-assessable Resulting Issuer Shares, following which all the EVT Shares shall be cancelled. No fractional Resulting Issuer Shares will be issued or delivered pursuant to the Transaction. Any fractional interest in a Resulting Issuer Share will be rounded down to the next lowest number of whole Resulting Issuer Shares and no consideration will be paid in lieu thereof;
- b. EVT Shares which are held by EVT Dissenting Shareholders who have validly exercised their EVT Dissent Rights in strict compliance with the provisions thereof shall not be converted. However, if any such dissenting EVT Shareholder fails to perfect or effectively withdraw its claim under Section 185 of the Act or forfeits its right to make a claim under Section 185 of the Act or if its rights as a shareholder of EVT are otherwise reinstated, such EVT Dissenting Shareholder's EVT Shares shall thereupon be deemed to have been exchanged as of the Effective Time as prescribed in (a) above;
- c. the outstanding common shares of BSI Subco will be cancelled and replaced by common shares in the capital of Amalco on a one for one basis;
d. in consideration for the Resulting Issuer Shares issued pursuant to (a) above, Amalco shall issue to BSI one common share in the capital of Amalco for each Resulting Issuer Share issued;
e. all of the property and assets of each of BSI Subco and EVT shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of BSI Subco and EVT; and
f. Amalco shall be a wholly-owned subsidiary of the Resulting Issuer and shall be named "EV Experiences Inc.".

Following the Effective Time:

1. the Resulting Issuer will carry on the business theretofore carried on by EVT;
1. the directors of the Resulting Issuer are expected to be Wouter Witvoet, Olivier Francois Roussy Newton, Jon Foster, Kent Thexton and Manpreet Singh;
1. the former holders of BSI Shares (including, for greater certainty, holders of BSI Shares for Debt) will hold, in the aggregate, 10,222,580 Resulting Issuer Shares, representing 9.6% of the outstanding Resulting Issuer Shares; and
1. former holders of EVT Shares (inclusive of the EVT Shares issued on the automatic exchange of the Subscription Receipts) will hold, in the aggregate, 96,075,470 Resulting Issuer Shares, representing approximately 90.4% of the outstanding Resulting Issuer Shares.

Assuming there are no EVT Dissenting Shareholders, there will be approximately 106,298,050 Resulting Issuer Shares issued and outstanding on the Effective Date (and 120,548,050 Resulting Issuer Shares on a fully diluted basis). See "Information Concerning the Resulting Issuer - Resulting Issuer Shares".

For more detailed information, see "Information Concerning the Transaction - The Amalgamation Agreement", "Information Concerning the Resulting Issuer".

The respective obligations of BSI, BSI Subco and EVT to complete the Amalgamation are subject to a number of conditions which must be satisfied or waived in order for the Amalgamation to become effective. See "Information Concerning the Transaction - The Amalgamation Agreement".

Amalco

Following the Amalgamation, Amalco shall be organized as follows:

1. The name of Amalco shall be "EV Experiences Inc." or such other name as may be jointly approved by EVT and BSI.
1. The registered office of Amalco shall be 198 Davenport Road, Toronto, Ontario M5R 1J2.
1. There shall be no restrictions on the business that Amalco may carry on or on the powers that Amalco may exercise.
1. The authorized capital of Amalco shall be an unlimited number of common shares without par value.
1. The capital account in the records of Amalco for the common shares of Amalco shall be equal to the aggregate of the capital determined immediately before the Effective Time, attributed to the shares of each of the Amalgamating Corporations.
1. The first directors of Amalco shall be Wouter Witvoet and Ryan Ptolemy, each of whom shall hold office from the Effective Time until the later of the close of the first annual meeting of shareholders of Amalco and the date on which a successor is elected or appointed.
1. The first auditors of Amalco shall be McGovern Hurley LLP, Chartered Professional Accountants. The first auditors of Amalco shall hold office until the first annual meeting of shareholders of Amalco following the Amalgamation, or until their successor is appointed.
1. The fiscal year end of Amalco shall be December 31.
1. All of the property and assets of each of BSI Subco and EVT shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of BSI Subco and EVT.

The Amalgamation Agreement

General

The Amalgamation will be effected pursuant to the Amalgamation Agreement, which contains, among other things, covenants, representations and warranties of and from each of BSI and EVT, as well as various conditions precedent, both mutual and with respect to BSI and EVT. Unless all of such conditions are satisfied or waived by the Party for whose benefit such conditions exist, to the extent they may be capable of waiver, the Amalgamation will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all.

The following is a summary of certain provisions of the Amalgamation Agreement and is qualified in its entirety by the full text of the Amalgamation Agreement which will be filed on BSI's SEDAR profile.

Except for the Amalgamation Agreement's status as a contractual document that establishes and governs the legal relations among the Parties, the text of the Amalgamation Agreement is not intended to be, and should not be interpreted as, a source of factual, business or operational information for EVT or BSI. The Amalgamation Agreement contains representations, warranties and covenants that are qualified and limited, including by information disclosed to EVT or BSI in connection with the execution of the Amalgamation Agreement and certain information disclosed in public filings with Canadian securities regulatory authorities. Representations and warranties may be used as a tool to allocate risks between the Parties to the Amalgamation Agreement, including where the Parties do not have complete knowledge of all facts, instead of establishing such matters as facts. Furthermore, the representations and warranties may be subject to different standards of materiality applicable to the contracting Parties, which may differ from what may be viewed as material to investors. These representations may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this Filing Statement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Amalgamation Agreement.

Mutual Conditions Precedent

The Amalgamation Agreement provides that the obligations of the Parties to complete the transactions contemplated thereunder are subject to the satisfaction or mutual waiver by the Parties, on or before the Effective Time, of certain conditions precedent, including:

1. the receipt of the NEO Exchange conditional approval with respect to the listing of the Resulting Issuer Shares;
1. the approval of the TSXV for the Delisting;
1. BSI having received the requisite approval of the BSI Meeting Matters;
1. EVT having received the requisite approval of the EVT Shareholders for the Amalgamation;
1. no injunction or restraining order of any court or administrative tribunal of competent jurisdiction shall be in effect prohibiting the transactions contemplated by the Amalgamation Agreement and no action or proceeding shall have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the transactions between the parties contemplated by the Amalgamation Agreement;
1. there shall not be pending or threatened any suit, action or proceeding by any governmental entity, before any court or governmental body, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Transaction or any of the other transactions contemplated by the Amalgamation Agreement or seeking to obtain from BSI, BSI Subco or EVT any damages that are material in relation to BSI, BSI Subco or EVT and their subsidiaries taken as a whole;
1. the distribution of common shares in Amalco and the Resulting Issuer Shares pursuant to the Transaction being exempt from the prospectus requirements of applicable Canadian securities law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and not being subject to resale restrictions under applicable Canadian securities laws other than as applicable to control Persons or pursuant to section 2.6 [Seasoning Period] of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators.
1. the Resulting Issuer, upon completion of the Transaction, shall meet the listing requirements of the NEO Exchange and shall be in compliance with applicable securities laws and the rules and policies of the NEO Exchange and there shall be no cease-trade order made or threatened by a governmental body in respect of the Resulting Issuer Shares; and
1. the Amalgamation Agreement shall not have been terminated.

Additional Conditions Precedent in Favour of BSI to Complete the Amalgamation

The obligations of BSI to complete the transactions contemplated by the Amalgamation Agreement shall be subject to the satisfaction of, or compliance with, at or before the Effective Time, each of the following conditions precedent:

EVT will have delivered: (i) such due diligence materials including, but not limited to, the minute books of EVT, such as directors' resolutions, shareholder ledgers and shareholder registers and such other documents as the BSI's counsel may request, acting reasonably; (ii) audited financial statements of EVT for the most recently completed financial year, and any other interim financial statements of EVT requested by the NEO

Exchange; (iii) duly completed Personal Information Form for each new officer, director and insider of the Resulting Issuer and such other Persons as required by the NEO Exchange; and (iv) such other documents as may be required by BSI, acting reasonably;

1. the representations and warranties of EVT made under the Amalgamation Agreement shall be true and correct at the Effective Time and with the same effect as if made at and as of the Effective Time;
1. EVT shall have performed and complied with all the obligations and covenants contained in the Amalgamation Agreement to be performed and complied with by it as at the Effective Time, other than those conditions which are waived by BSI and an officer of EVT shall provide a certificate addressed to BSI and BSI Subco at Closing confirming the foregoing;
1. there will have been no Material Adverse Changes, or any development that could reasonably result in a Material Adverse Effect on EVT;
1. BSI shall have received certain closing documents as set out in the Amalgamation Agreement;
1. EVT will not have incurred any liabilities other than those which are: (i) reasonably incurred in the ordinary course of business; (ii) expenses incurred in connection with the transactions contemplated by the Amalgamation Agreement; or (iii) incurred with the consent of BSI;
1. the Subscription Receipt Financing shall have been completed;
1. each of the parties as required by the NEO Exchange shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the NEO Exchange;
1. there being no legal proceedings or regulatory actions or proceedings, or to the knowledge of EVT, no pending legal proceedings or regulatory actions or proceedings, against EVT at the Closing Date which may, if determined against the interests of EVT, have an EVT Material Adverse Effect. No inquiry or investigation (whether formal or informal) in relation to EVT or its directors or officers shall have been commenced or threatened by the NEO Exchange, any securities commission or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Resulting Issuer.
1. EVT shall have fulfilled or complied in all respects with each of the covenants and obligations of EVT contained in the Amalgamation Agreement to be fulfilled or complied with by it on or prior to the Closing Date, and EVT shall have delivered a certificate confirming same to BSI, executed by a senior officer of EVT (without personal liability), addressed to BSI and dated as of the Closing Date; and
1. the EVT Board and the EVT Shareholders shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by each to permit the consummation of the Transaction (including, without limitation, the Amalgamation); and

Additional Conditions Precedent in Favour of EVT to Complete the Amalgamation

The obligations of EVT to complete the transactions contemplated by the Amalgamation Agreement shall be subject to the satisfaction of, or compliance with, at or before the Effective Time, each of the following conditions precedent:

1. the representations and warranties of BSI made under the Amalgamation Agreement shall be true and correct at the Effective Time and with the same effect as if made at and as of the Effective Time;
1. BSI shall have performed and complied with all the obligations and covenants contained in the Amalgamation Agreement to be performed and complied with by it and an officer of the BSI shall provide a certificate addressed to EVT at Closing confirming the foregoing;
1. there will have been no Material Adverse Changes, or any development that could reasonably result in a Material Adverse Effect on BSI;
1. the nominees of EVT shall have been duly elected or appointed, as applicable, to the Resulting Issuer Board and management of the Resulting Issuer as of the Effective Time;
1. each of the Resulting Issuer Shares issued in connection with the Amalgamation shall be issued as fully paid and non-assessable shares in the capital of the Resulting Issuer, free and clear of any and all encumbrances, liens, charges, demands of whatsoever nature, except those imposed under applicable US securities law, and those applicable under Canadian securities law to "control distributions";
1. BSI will not have incurred any liabilities other than those which are: (i) reasonably incurred in the ordinary course of business or as set out in the Amalgamation Agreement; (ii) expenses incurred in connection with the transactions contemplated by the Amalgamation Agreement; or (iii) incurred with the consent of EVT;
1. BSI shall have completed the BSI Shares for Debt; and
1. EVT shall have received certain closing documents as set out in the Amalgamation Agreement, including, without limitation, the conditional approval of the NEO Exchange for the listing of the Resulting Issuer Shares.

Representations and Warranties

The Amalgamation Agreement contains certain representations and warranties of EVT, including, without limitation, representations relating to the following: organization and good standing; corporate power and authority; corporate structure; tax status; financial statements; minute books; liabilities; material contracts; approvals; permits and licenses; capitalization; litigation; and U.S. Securities laws.

The Amalgamation Agreement contains certain representations and warranties of BSI, including, without limitation, representations relating to the following: organization and good standing; corporate power and authority; corporate structure; tax status and other tax-related matters; financial statements; minute books; liabilities; material contracts; approvals; capitalization; conduct of business; litigation; anti-corruption; reporting status; public filings; and permits and licenses.

Termination of Amalgamation Agreement

The Amalgamation Agreement may be terminated at any time prior to the Closing Date as follows:

1. by mutual written agreement by the parties;
1. by written notice of either BSI or EVT in the event that the Closing Date has not occurred by May 31, 2022 (the "Outside Date"), unless such date has been extended by mutual agreement of the parties in writing;
1. by EVT if:
- a. the shareholders of BSI have not approved the BSI Meeting Matters on or before March 31, 2022;
- b. BSI has not received the requisite NEO Exchange and TSXV approvals with respect to the listing of the Resulting Issuer Shares and the Delisting, as applicable, on or before April 30, 2022, or any other applicable regulatory authority having notified either BSI or EVT that it will not permit the Transaction (or any part thereof) to proceed;
- c. BSI materially breaches any of its representations or warranties or fails to comply with any covenants contained in the Amalgamation Agreement, and such default is not remedied within five Business Days of written notice provided to BSI of such default;
- d. BSI breaches its obligations under Section 8.2(b) of the Amalgamation Agreement relating to nonsolicitation of an alternative transaction (in which case BSI would be obligated to pay to EVT a break fee of C$100,000); or
- e. any of the conditions precedent contained in the Amalgamation Agreement for the benefit of EVT or the mutual conditions precedent, which has not been complied with or waived by EVT, becomes incapable of being satisfied or is not satisfied prior to the Outside Date;
1. by BSI if:
- a. the shareholders of EVT have not approved the Transaction on or before March 31, 2022;
- b. BSI has not received the requisite NEO Exchange and TSXV approvals with respect to the listing of the Resulting Issuer Shares and the Delisting, as applicable, on or before April 30, 2022, or any other applicable regulatory authority having notified either BSI or EVT that it will not permit the Transaction (or any part thereof) to proceed;
- c. EVT materially breaches any of its representations or warranties or fails to comply with any covenants contained in the Amalgamation Agreement, and such default is not remedied within five Business Days of written notice provided of such default;
- d. EVT breaches its obligations under Section 8.1(b) of the Amalgamation Agreement relating to nonsolicitation of an alternative transaction (in which case EVT would be obligated to pay to BSI a break fee of C$100,000); and
- e. any of the conditions precedent contained in the Amalgamation Agreement for the benefit of BSI or the mutual conditions precedent, which has not been complied with or waived by BSI, becomes incapable of being satisfied or is not satisfied prior to the Outside Date.

There are no assurances that the conditions set out in the Amalgamation Agreement will be satisfied or waived on a timely basis.

Following the completion of the requisite approvals set forth above in accordance with the terms of and subject to the satisfaction or waiver of all conditions precedent set forth in the Amalgamation Agreement, EVT and BSI Subco shall jointly file the Articles of Amalgamation with the director, as provided under the Act, and such other documents as are required to be filed under the Act.

Effects of the Amalgamation

Pursuant to the Amalgamation, at the Effective Time, the following will be deemed to occur without any further act or formality:

1. The name of Amalco shall be "EV Experiences Inc." or such other name as may be jointly approved by EVT and BSI.
1. BSI Subco and EVT shall amalgamate to form Amalco and shall continue as one company under the Act with effect as of the Effective Time;
1. Immediately upon the Amalgamation:
- a. each EVT Share shall be exchanged for 4.7 fully-paid and non-assessable Resulting Issuer Shares, following which all the EVT Shares shall be cancelled. No fractional Resulting Issuer Shares will be issued or delivered pursuant to the Transaction. Any fractional interest in a Resulting Issuer Share will be rounded down to the next lowest number of whole Resulting Issuer Shares and no consideration will be paid in lieu thereof;
- b. EVT Shares which are held by EVT Dissenting Shareholders who have validly exercised their EVT Dissent Rights in strict compliance with the provisions thereof shall not be converted. However, if any such dissenting EVT Shareholder fails to perfect or effectively withdraw its claim under Section 185 of the Act or forfeits its right to make a claim under Section 185 of the Act or if its rights as a shareholder of EVT are otherwise reinstated, such EVT Dissenting Shareholder's EVT Shares shall thereupon be deemed to have been exchanged as of the Effective Time as prescribed in (a) above;
- c. the outstanding common shares of BSI Subco will be cancelled and replaced by common shares in the capital of Amalco on a one for one basis;
- d. in consideration for the Resulting Issuer Shares issued pursuant to (a) above, Amalco shall issue to BSI one common share in the capital of Amalco for each Resulting Issuer Share issued;
- e. all of the property and assets of each of BSI Subco and EVT shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of BSI Subco and EVT; and
- f. Amalco shall be a wholly-owned subsidiary of the Resulting Issuer and shall be named "EV Experiences Inc.".

Following the Effective Time:

1. the Resulting Issuer will carry on the business theretofore carried on by EVT;
1. the directors of the Resulting Issuer are expected to be Wouter Witvoet, Olivier Francois Roussy Newton, Jon Foster, Kent Thexton and Manpreet Singh;
1. the former holders of BSI Shares (including, for greater certainty, holders of BSI Shares for Debt) will hold, in the aggregate, 10,222,580 Resulting Issuer Shares, representing 9.6% of the outstanding Resulting Issuer Shares; and

former holders of EVT Shares (inclusive of the EVT Shares issued on the automatic exchange of the Subscription Receipts) will hold, in the aggregate, 96,075,470 Resulting Issuer Shares, representing approximately 90.4% of the outstanding Resulting Issuer Shares.

Shareholder Approval

The Amalgamation must be approved by special resolution of the shareholders of EVT and BSI Subco. The EVT Resolution was approved by greater than the required 66 2/3% of the votes cast by EVT Shareholders at the EVT Meeting held on March 1, 2022. BSI, as the 100% shareholder of BSI Subco, approved the Amalgamation on behalf of BSI Subco by written resolution.

Subscription Receipt Financing

The Subscription Receipts were created and issued pursuant to the terms of the Subscription Receipt Agreement among the Subscription Receipt Agent, BSI and EVT. Each Subscription Receipt will be automatically exchanged, without payment of additional consideration or further action by the holder thereof, into a fraction of an EVT Share equal to 1/4.7 (or approximately 0.21276596 of an EVT Share), subject to adjustment in certain events, immediately prior to the completion of the Transaction upon the satisfaction or waiver of certain Release Conditions at or before the Release Deadline.

Each EVT Share will be automatically exchanged for 4.7 Resulting Issuer Shares upon completion of the Transaction in accordance with the terms of the Amalgamation Agreement, such that holders of Subscription Receipts will ultimately be entitled to receive one (1) Resulting Issuer Share for each one (1) Subscription Receipt.

On closing of the Subscription Receipt Financing, the gross proceeds from the Subscription Receipt Financing (the "Escrowed Proceeds") were delivered to and are held by the Subscription Receipt Agent and have been invested pursuant to the terms of the Subscription Receipt Agreement (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds"). The Escrowed Funds will be released from escrow to EVT upon satisfaction of the Release Conditions prior to the Release Deadline.

In the event that (i) the Release Conditions are not satisfied on or before the Release Deadline, or (ii) prior to the Release Deadline, EVT announces that it does not intend to, or will be unable to, satisfy the Release Conditions, holders of the Subscription Receipts shall be entitled to receive from the Subscription Receipt Agent and the Subscription Receipt Agent will pay to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by them plus their pro rata share of any interest earned thereon, net of any applicable withholding tax in accordance with the Subscription Receipt Agreement, and all of the Subscription Receipts shall be cancelled. If the amount of the Escrowed Funds, including all interest thereon, would not be sufficient to satisfy any such payment, then pursuant to the Subscription Receipt Agreement, EVT will be required to deposit an additional amount, sufficient to satisfy the shortfall, with the Subscription Receipt Agent prior to the time at which the payment is required.

Stock Exchange

EVT is a non-reporting issuer and its securities are not listed or posted for trading on any stock exchange and no public market exists for any securities of BSI.

Securities Law Matters

The Resulting Issuer Shares to be issued under the Amalgamation will be issued in reliance on exemptions from prospectus requirements of applicable Canadian securities laws. Subject to the NEO Exchange rules, the Resulting Issuer Shares to be issued pursuant to the Amalgamation will be "freely tradeable" (other than as a result of any "control block" restrictions which may arise by virtue of the ownership thereof) under applicable securities laws of the provinces of Canada.

The foregoing discussion is only a general overview of certain requirements of Canadian securities laws applicable to the resale of Resulting Issuer Shares to be received upon completion of the Amalgamation. All BSI Shareholders and EVT Shareholders that receive such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

INFORMATION CONCERNING BSI

Corporate Structure

Corporate Name and Head and Registered Office

BSI's head office and registered and records offices are located at 198 Davenport Road, Toronto, Ontario M5R 1J2.

Intercorporate Relationships

BSI's holds 100% of the issued and outstanding shares of BSI Subco.

General Development of the Business

History

On March 16, 2020, BSI received notice from the TSXV that effective the opening of trading on March 17, 2020, BSI's stock exchange listing would be transferred to the NEX Board of the TSXV. In May 2020, the BSI Shares resumed trading on the NEX Board under the symbol BSI.H. The BSI Shares were delisted from the NEX Board of the TSXV effective as of April 1, 2022 and at present none of the securities of BSI are listed for trading on any stock exchange or other securities market.

Description of Business

BSI currently has no material assets and does not conduct any active business. BSI does not have any operations and does not conduct any active business, other than the identification and evaluation of acquisition opportunities to permit BSI to acquire a business or assets in order to conduct commercial operations. This may involve the raising of additional funds in order to carry on its business and to finance an acquisition. BSI may use cash, bank financing, the issuance of treasury shares, public debt or equity financing or a combination thereof in order to finance its business and an acquisition.

Financial Statements

The BSI Annual Financial Statements are attached hereto as Schedule "A" and the BSI Interim Financial Statements are attached hereto as Schedule "B".

Management's Discussion and Analysis

The Management Discussion and Analysis ("MD&A") for BSI for the fiscal year ended July 31, 2021 and the three and six month periods ending January 31, 2022 is attached to this Filing Statement as Schedule "C". The MD&A for BSI complements and supplements the BSI Financial Statements and should be read in conjunction with the BSI Financial Statements, and the related notes thereto.

Description of the Securities

Common Shares

The authorized capital of BSI consists of an unlimited number of common shares, of which 40,890,320 are issued and outstanding as at the date hereof as fully paid and non-assessable shares in the capital of BSI (which includes 10,005,359 BSI Shares that were issued on April 4, 2022 in satisfaction of C$2,633,293.88 of BSI liabilities).

BSI Shareholders are entitled to one vote for each BSI Share held on all matters to be voted on by BSI Shareholders. BSI Shareholders are entitled to receive such dividends as may be declared by the directors of BSI out of funds legally available for that purpose. Each BSI Share is equal to every other BSI Share and all BSI Shares participate equally on liquidation or distribution of assets. There are no pre-emptive, redemption, purchase or conversion rights attached to the BSI Shares.

Options and Other Convertible Securities

As of the date hereof, other than the BSI Shares described above, there are no other authorized, outstanding or existing securities of BSI outstanding, including pursuant to any stock option plan, share purchase warrants or other convertible securities.

BSI Stock Option Plan

BSI adopted the BSI Stock Option Plan after it was approved by the BSI Shareholders at the annual general meeting held February 17, 2022. As of the date of this Filing Statement, there are nil BSI Options outstanding under the BSI Stock Option Plan.

Pursuant to the BSI Stock Option Plan, BSI may grant up to that number of BSI Options that equals 10% of the number of issued and outstanding BSI Shares at the time of the BSI Option grant, from time to time. This percentage is consistent with the historically approved stock option plans of BSI and BSI believes that it is competitive with industry peers. The BSI Stock Option Plan provides that BSI cannot grant BSI Options to any one person representing more than 5% of the outstanding BSI Shares in any 12 month period; the number of BSI Shares reserved for issuance on exercise of options to any consultant shall not exceed 2% of the outstanding BSI Shares in any 12 month period; and the aggregate number of BSI Shares reserved for issuance pursuant to BSI Options to employees and those individuals conducting investor relations activities shall not exceed 2% of the issued and outstanding BSI Shares in any 12-month period.

Under the BSI Stock Option Plan, BSI Options may be granted to directors, officers, employees, and certain consultants of BSI and designated affiliates. The BSI Stock Option Plan is designed to advance the interests of BSI by encouraging directors, officers, employees, and eligible consultants to have equity participation in BSI through the acquisition of BSI Shares. In determining the terms of each grant of BSI Options, consideration is given to the participant's present and potential contribution to the success of BSI.

The terms and conditions of each BSI Option granted under the BSI Stock Option Plan will be determined by the BSI Board. BSI Options will be priced in the context of the market and in compliance with applicable securities laws and TSXV guidelines. Consequently, the exercise price for any BSI Option shall not be lower than the market price of the underlying BSI Shares at the time of grant. Vesting terms will be determined at the discretion of the BSI Board. The BSI Board shall also determine the term of BSI Options granted under the BSI Stock Option Plan, provided that no BSI Option shall be outstanding for a period greater than five years.

The BSI Stock Option Plan provides for amendment procedures that specify the kind of amendments to the BSI Stock Option Plan that will require shareholder approval. The BSI Board believes that except for certain material changes to the BSI Stock Option Plan it is important that the BSI Board has the flexibility to make changes to the BSI Stock Option Plan without shareholder approval. Such amendments could include making appropriate adjustments to outstanding options in the event of certain corporate transactions, the addition of provisions requiring forfeiture of BSI Options in certain circumstances, specifying practices with respect to applicable tax withholdings and changes to enhance clarity or correct ambiguous provisions.

The BSI Stock Option Plan does not provide for the transformation of BSI Options granted under the BSI Stock Option Plan into stock appreciation rights involving the issuance of securities from the treasury of BSI.

Directors, officers, employees and certain consultants shall be eligible to receive BSI Options under the BSI Stock Option Plan. Upon the termination of an optionholder's engagement with BSI, the cancellation or early vesting of any BSI Option shall be in the discretion of the BSI Board. In general, BSI expects that BSI Options will be cancelled 90 days following an optionholder's termination from BSI. BSI Options granted under the BSI Stock Option Plan shall not be assignable.

BSI will not provide financial assistance to any optionholder to facilitate the exercise of BSI Options under the BSI Stock Option Plan.

Prior Sales

Except for an aggregate of 10,005,359 BSI Shares that were issued on April 4, 2022 pursuant to the BSI Shares for Debt, no BSI Shares nor securities that are convertible or exchangeable into BSI Shares were issued in the 12-month period prior to the date hereof.

Executive Compensation

Compensation of Officers

BSI does not have a formal pre-determined compensation plan. Rather, BSI informally assesses the performance of the NEOs and considers a variety of factors generally, when determining compensation levels. For the financial years ended July 31, 2021 and July 31, 2020, the objective of BSI's compensation strategy was to ensure that compensation for its NEOs was sufficiently attractive to recruit, retain and motivate high performing individuals to assist BSI in achieving its goals.

Compensation for the NEOs is composed primarily of three components: base fees, performance bonuses and stock based compensation.

Base Fees:

Base fees form an essential component of BSI's compensation strategy as they are key to BSI remaining competitive, are fixed and therefore not subject to uncertainty, and can be used as the base to determine other elements of compensation and benefits.

In determining the base fees of the NEOs, the BSI Board considers the following:

(a) the recommendations of the President and Chief Executive Officer of BSI (other than with respect to the compensation of the President and Chief Executive Officer);
(b) the particular responsibilities related to the position;
(c) the experience, expertise and level of the executive officer;
(d) the executive officer's length of service to BSI; and
(e) the executive officer's overall performance based on informal feedback.

There is no mandatory framework that determines which of the above-referenced factors may be more or less important and the emphasis placed on any of these factors is at the discretion of the BSI Board and may vary among the executive officers. BSI does not engage in benchmarking and did not focus on any particular performance metric.

Bonus Payments:

The purpose of BSI's bonus program is to provide the NEOs with the opportunity to receive a cash incentive that is broadly related to the progress of BSI and individual performance. BSI does not utilize a set of formal objective measures to determine bonus entitlements, rather, bonus payments to NEOs are determined in a discretionary manner on a case-by-case basis. In addition, no specific weights are assigned to any criteria individually, rather, the performance of BSI is broadly considered as a whole when determining the level of bonuses (if any) to be paid. In addition, BSI does not focus on any particular performance metric. The BSI Board did not award any bonuses during the years ended July 31, 2021 and July 30, 2020.

Long-Term Incentives:

The BSI Board believes that granting stock options to officers, directors, consultants and employees pursuant to the BSI Stock Option Plan encourages retention and more closely aligns the interests of such key personnel with the interests of shareholders while at the same time not drawing on the cash resources of BSI.

BSI does not utilize a set of formal objective measures to determine long-term incentive entitlements, rather, longterm incentive grants, such as stock options to NEOs are determined in a discretionary manner on a case-by-case basis, but having consideration to the number of options previously granted. There are no other specific quantitative or qualitative measures associated with option grants and no specific weights are assigned to any criteria individually, rather, the performance of BSI is broadly considered as a whole when determining the amount of stock based compensation (if any) to be granted and BSI does not focus on any particular performance metric.

The BSI Board believes that the compensation paid to each NEO during the most recently completed fiscal year was commensurate with the NEO's position, experience and performance.

President & Chief Executive Officer Compensation

The BSI Board:

(a) reviews the compensation of the President & Chief Executive Officer and makes recommendations; and
(b) reviews, and if appropriate recommends for approval, any agreements between BSI and the President & Chief Executive Officer, including terms in the event of a change of control or other special circumstances, as appropriate.

The components of the President and Chief Executive Officer's compensation are the same as those that apply to the other senior executive officers of BSI, namely base salary, bonus and long-term incentives in the form of stock options.

The BSI Board reviews and ensures that the compensation of the President and Chief Executive Officer complies with the principles underlying BSI's overall compensation philosophy.

Compensation of Directors

The compensation paid to directors of BSI is determined on a case-by-case basis with reference to the role that each director provides to BSI. Directors may receive cash bonuses and, in addition, are entitled to participate in the BSI Stock Option Plan, which is designed to give each option holder an interest in preserving and maximizing shareholder value. Such grants are determined by an informal assessment of an individual's current and expected future performance, level of responsibilities and the importance of his/her position and contribution to BSI.

Summary Compensation Table

The following table summarizes the compensation paid during the two financial years ended July 31, 2021 and July 31, 2020 in respect of the individuals who were carrying out the role of the NEO's of BSI and each of the directors of BSI during such financial years. No other officer, employee or consultant of BSI received total compensation of C$150,000 or greater in the years ended July 31, 2021 or July 31, 2020.

Table of Compensation Excluding Compensation Securities
Name andprincipalposition atBSI	Year	Salary,ConsultingFee, RetainerorCommission(C$)	Bonus (C$)	Committee orMeeting Fees	Value ofPerquisites(C$)	Value of all othercompensation(C$)(1)	Totalcompensation(C$)
Ahmed SaidFormer CEOand Director(2)	20212020	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil
Paul BozokiFormer CFO(3)	20212020	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil
Scott MooreFormerDirector(4)	20212020	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil
PierrePettigrewFormerDirector(5)	20212020	NilNil	NilNil	NilNil	NilNil	NilNil	NilNil
Ronald HiteFormerDirector	20212020	NilNil	NilNil	NilNil	NilNil	19,521Nil	19,521Nil
Kenny ChoiCEO andDirector(6)	20212020	NilNil	NilNil	NilNil	NilNil	43,923Nil	43,923Nil
Ryan PtolemyCFO(7)	20212020	NilNil	NilNil	NilNil	NilNil	43,923Nil	43,923Nil
Orlando BustosDirector(8)	20212020	NilNil	NilNil	NilNil	NilNil	19,521Nil	19,521Nil

Notes:

The value of BSI Options vested in the fiscal years ended July 31, 2021 and July 31, 2020 were calculated using the Black-Scholes Model.
Mr. Said resigned as CEO and director of BSI on January 25, 2021.
Mr. Bozoki resigned as CFO of BSI on November 27, 2020.
Mr. Moore resigned as a director of BSI on July 24, 2020.
Mr. Pettigrew resigned as a director of BSI on May 21, 2020.
Mr. Choi was appointed CEO and director of BSI January 25, 2021.
Mr. Bustos became a director of BSI on May 21, 2020.

BSI Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each NEO and director by BSI for services provided or to be provided, directly or indirectly, to BSI in the most recently completed financial year.

	Compensation Securities
Name andposition	Type ofcompensationsecurity	Number ofcompensationsecurities, numberof underlyingsecurities, andpercentage ofclass	Date ofissue orgrant	Issue,conversion orexercise price(C$)	Closing priceof security orunderlyingsecurity ondate of grant(C$)	Closing priceof security orunderlyingsecurity atyear end(C$)	ExpiryDate
Ahmed SaidFormer CEOandDirector(1)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Paul BozokiFormerCFO(2)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Scott MooreFormerDirector(3)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
PierrePettigrewFormerDirector(4)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Ronald HiteFormerDirector(5)	BSI Options	100,000200,000	February8, 2017January26, 2021	$0.80$0.155	$0.80$0.155	$0.15	February8, 2022January26, 2026
Kenny ChoiCEO andDirector(5)	BSI Options	450,000	January26, 2021	$0.155	$0.155	$0.15	January26, 2026
Ryan PtolemyCFO(6)	BSI Options	450,000	January26, 2021	$0.155	$0.155	$0.15	January26, 2026
OrlandoBustosDirector(7)	BSI Options	200,000	January26, 2021	$0.155	$0.155	$0.15	January26, 2026

Notes:

Mr. Said resigned as CEO and director of BSI on January 25, 2021.
Mr. Bozoki resigned as CFO of BSI on November 27, 2020.

1. Mr. Moore resigned as a director of BSI on July 24, 2020.
1. Mr. Pettigrew resigned as a director of BSI on May 21, 2020.
1. Mr. Choi was appointed CEO and director of BSI January 25, 2021.
1. Mr. Ptolemy was appointed CFO of BSI on November 27, 2020.
1. Mr. Bustos became a director of BSI on May 21, 2020.

Exercise of BSI Options

No NEO or director of BSI exercised BSI Options or compensation securities in the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

BSI Options are granted pursuant to the BSI Stock Option Plan and in accordance with the rules of the TSXV. The BSI Stock Option Plan is administered by the BSI Board.

Securities Authorized for Issuance Under Equity Compensation Plans

The table below sets out the outstanding BSI Options under the BSI Stock Option Plan, being BSI's only compensation plan under which BSI Shares are authorized for issuance, as of July 31, 2021.

	Number of securitiesto be issued uponexercise of outstandingoptions, warrants andrights	Weighted-averageexercise price ofoutstanding options,warrants and rights	Number of securities remainingavailable under equitycompensation plans (excludingsecurities reflected in column (a))as of July 31, 2021
Plan Category	(a)	(b)	(c)
Equity compensationplans approved bysecurity holders	2,980,000	0.24	108,496
Equity compensationplans not approved bysecurity holders	Nil	Nil	Nil
TOTAL	2,980,000(1)	0.24	108,496

(1) As at the date of this Filing Statement, all previously issued BSI Options have been cancelled such that there are nil BSI Options currently outstanding.

Defined Benefit or Actuarial Plan

BSI does not currently have a defined benefit or actuarial plan under which benefits are determined primarily by final compensation (or average final compensation) and years of services.

Employment, Consulting and Management Agreements

BSI has no compensatory plan or arrangement in respect of compensation received or that may be received by the NEOs in BSI's most recently completed or current fiscal year to compensate such executive officers in the event of the termination of employment (resignation, retirement, change of control) or in the event of a change in responsibilities following a change of control of BSI.

Management Contracts

Management functions of BSI are substantially performed by directors or senior officers of BSI and have not been performed, to any substantial degree, by any other Person with whom BSI has contracted.

Stock Exchange Price

None of the securities of BSI are listed for trading on any stock exchange or other securities market. The BSI Shares were delisted from the NEX Board of the TSXV effective as of April 1, 2022.

Arm's Length Transactions

The Transaction is an Arm's Length Transaction. BSI has not completed any transaction which is not an Arm's Length Transaction.

Legal Proceedings

There are no legal proceedings material to BSI to which it is a party to or of which any of its property is the subject matter, and there are no such proceedings known to BSI at this time.

Auditor, Transfer Agent and Registrar

The auditor of BSI is McGovern Hurley LLP having an address at 251 Consumers Road, Suite 800, Toronto, Ontario M2J 4R3. The transfer agent and registrar for the BSI Shares is TSX Trust Company at its office in Toronto, Ontario.

Material Contracts

BSI has not entered into any material contracts outside of the ordinary course of business prior to the date hereof that are still in effect, other than:

(1) the Amalgamation Agreement; and
(2) the Subscription Receipt Agreement.

A copy of these material contracts will be available for inspection without charge at the registered office of BSI at 198 Davenport Road, Toronto, Ontario M5R 1J2, during ordinary business hours from the date hereof until the completion of the Amalgamation and for a period of 30 days thereafter. Copies of these material contracts are also available under BSI's profile on the SEDAR website at www.sedar.com.

INFORMATION CONCERNING EVT

Corporate Structure

Corporate Name and Head and Registered Office

EVT is a private company that was incorporated on August 16, 2021 pursuant to the provisions of the Act.

EVT's head office and registered and records offices are located at 198 Davenport Road, Toronto, Ontario M5R 1J2.

Intercorporate Relationships

EVT has one wholly-owned subsidiary, MOKE France, a corporation existing under the laws of France, having a registered office at 45 avenue Montaigne – 75008, Paris, France.

General Development of the Business

Business History of EVT

EVT was founded in August 2021 to focus on opportunities in the electric vehicle market. EVT's mission statement is "to electrify iconic driving experiences". Its strategic focus is on developing and commercializing electric vehicle technologies that have growth potential in unique, niche, and underserved markets.

On September 30, 2021, EVT entered into the MIL Investment Agreement, pursuant to which, EVT made a loan of US$5,000,000 to MIL, which loan accrues interest at a rate of 6% per annum and matures on December 31, 2026. As consideration for the loan, EVT also received 372 ordinary shares of MIL for £0.10 per ordinary share for an approximate 15.5% equity interest in MIL. The MIL Investment Agreement also granted EVT a right until September 30, 2022, to acquire an additional 246 ordinary shares of MIL, which, if exercised, would give EVT a 23.3% equity interest in MIL, in exchange for an additional shareholder loan of US$5,000,000 at 6% interest for a term of five years. Pursuant to the MIL Investment Agreement, EVT was granted the right to nominate a director to the board of directors of MIL, and EVT's CEO, Wouter Witvoet, has been so nominated and appointed.

EVT currently has one business line, MOKE France, by which it is realizing on its strategy. Through its acquisition of MOKE France and the MOKE Dealer Agreement, EVT intends to be a dealer and distributor of the newly developed MOKE electric vehicle. In addition, EVT plans to rent MOKE electric vehicles in certain cities in France where there is significant demand, especially in summer months.

On December 28, 2021, MOKE France ordered 100 MOKE electric vehicles from MIL, with a deposit paid to secure the order. In terms of business operations, MOKE France plans to sell approximately half of these MOKE electric vehicles under the MOKE Dealer Agreement to third parties. The other half will be rented out to tourists and the local population starting around May 2022, when first deliveries of the MOKE electric vehicles from the MIL factory are expected. This is expected to provide diversified revenue sources – with sales presenting large upfront revenue opportunities, and rental providing ongoing cashflow.

Significant Acquisitions

Subscription Receipt Financing

On March 15, 2022 and March 25, 2022, EVT completed the Subscription Receipt Financing pursuant to which it issued an aggregate of 5,811,500 Subscription Receipts at a price of C$1.00 per Subscription Receipt for aggregate gross proceeds of C$5,811,500. Subject to the satisfaction of the Release Conditions by the Release Deadline, the Subscription Receipts will be exchanged for an aggregate of approximately 1,236,489 EVT Shares.

Narrative Description of the Business

On September 30, 2021, EVT entered the MIL Investment Agreement, pursuant to which, EVT made a loan of US$5,000,000 to MIL, which loan accrues interest at a rate of 6% per annum and matures on December 31, 2026. As consideration for the loan, EVT also received 372 ordinary shares of MIL for £0.10 per ordinary share for an approximate 15.5% equity interest in MIL. The MIL Investment Agreement also granted EVT a right until September 30, 2022, to acquire an additional 246 ordinary shares of MIL, which, if exercised, would give EVT a 23.3% equity interest in MIL, in exchange for an additional shareholder loan of US$5,000,000 at 6% interest for a term of five years. Pursuant to the MIL Investment Agreement, EVT was granted the right to nominate a director to the board of directors of MIL, and EVT's CEO, Wouter Witvoet, has been so nominated and appointed.

On December 28, 2021 MOKE France ordered 100 MOKE electric vehicles from MIL, with a deposit paid to secure the order. In terms of business operations, MOKE France plans to sell approximately half of these under the MOKE Dealer Agreement to third parties. The other half will be rented out to tourists and the local population starting around May 2022 when first deliveries from the MIL factory are expected. This is expected to provide diversified revenue sources – with sales presenting large upfront revenue opportunities, and rental providing ongoing cashflow.

MOKE France has a 1,250m lease in Saint Tropez that will form a MOKE flagship store that is currently under construction (the "Lease Agreement"). The Lease Agreement was signed on November 25, 2021 for a location at SNC 31-33 Route Du Plages, St Tropez, France. The Lease Agreement has an initial term of 36 months with rent of 40,000 Euros per year excluding any taxes or charges. Separately, MOKE France has contributed 10,000 Euros towards redevelopment of its existing premises into the flagship store.

EVT believes that the MOKE brand will retain a premium positioning within the market due to: (i) the relative low supply of MOKE vehicles in the French market; (ii) premium rental prices, especially during peak season between June to September; (iii) the perception of the MOKE brand from customers who have loved it for decades but have had challenges accessing it; and (iv) its famous appearances in media (e.g. the James Bond film series).

MOKE France Business Segments

MOKE France intends to focus on four business segments in order to fully capitalize on the value of the MOKE brand. These include:

Sales - MOKE France will seek to sell MOKE vehicles to its pipeline of clients in France. These include top hotels, clubs, restaurants, and notable personalities in the region, as well as open retail sales. MOKE France expects to make a gross margin of up to ~40% per vehicle sold. In addition, it is anticipated that margins will be increased by the potential to offer customization and accessories to vehicles sold and to deliver a compelling, unified brand experience.

Rentals - From its flagship store in Saint Tropez, MOKE France will operate a rental business. The MOKE electric vehicle is anticipated to be popular and distinct - and previous gas-powered versions of the MOKE vehicle have been in short supply and commanding high prices of €180-260+ per day in the region1 . The MOKE Electric offers a compelling, new driving experience without the guilt of combustion in a market with low rental saturation, inviting high margins and near total utilization throughout the peak summer months.

Experiences- Driving a MOKE is about more than getting to a particular destination. MOKE France expects to provide a full set of planned experiences for customers, including tours of beaches in Saint Tropez and MOKEs with readyfitted picnics and merchandise - for enjoying the perfect day in France's glittering South.

Merchandise - The MOKE brand has many long-time backers who would potentially have interest in purchasing merchandise – for example to remember the holiday in which they rented a MOKE, or to gift to family and friends. MOKE merchandise will be designed to high specifications in keeping with the brand's image and products will target practical items, particularly for the beach (e.g. T-shirts, towels, water bottles). Merchandise is expected to increase the average revenue and gross margin per customer while allowing customers to continue sharing the brand experience beyond the initial point of purchase.

EVT intends to broaden the MOKE France model to other countries based on the lessons learned from the MOKE France launch and experience. EVT sees the potential for high demand in other markets such as Spain, Portugal, UAE, Brazil, Thailand and the Americas – which will be analyzed for expansion opportunities. MOKE France will consider expansion by a combination of organic and inorganic growth strategies. EVT's demonstrated performance in building

1 https://www.luxury-rent-car.com/rental-mini-moke ; https://www.mokeazurcars.com/index.php?lang=en

MOKE France and strategic partnership with and investment into MOKE International provide it with a strategic position to negotiate additional dealership agreements in markets other than France.

Market Overview

Electric vehicles are cars or other vehicles with motors that are powered by electricity rather than liquid fuels. Electric vehicles first appeared in the mid-19th century, holding the vehicular land speed record until around 19002 . In the early 20th-century, internal combustion engine vehicles gained market share as the leading type of private motor vehicle due to their superior range and cost; although electric vehicles have continued to be used in the form of loading and freight equipment and public transport – especially rail vehicles.

Fast-forward to today, and the tide is again turning. The electric vehicle market is reaching an 'inflection point' in its growth. In 2020, approximately 3 million electric vehicles were sold globally; this is expected to grow by 11 million in 2025 and 28 million by 2030; an 833% total increase or 30%+ CAGR.3 This growth has been enabled by several key factors:

First, regulation. Governments around the world are accelerating the adoption of electric vehicles through policy. In the United States, President Joe Biden set a goal for 50% of new US vehicles to be electric by 2030; this implies up to 8 million+ vehicles sold per year in the United States could be electric instead of gas-powered. 4 In Europe, by 2030- 2035, no new gas vehicles will be able to be sold in 12 countries including Germany, Sweden and the UK.5 China, the world's largest auto market, has also stated that no new gas vehicles will be able to be sold following the year 2040.6 Many regulators see electric vehicle policy as an important method to meet international climate obligations and to spur innovation in their own economies.7

Second, technological development, including most notably the 'lithium-ion' breakthrough. Over the last decade, lithium-ion battery production prices have declined 85%8 , making electric vehicle development commercially viable for the first time in history and unleashing consumer demand. Additional innovation in manufacturing processes have lowered the cost of EV manufacturing and, combined with lower maintenance costs, have contributed to a reduced 'total cost of ownership' for EVs as compared to gas-powered vehicles going forward. 9

Third, consumer preferences. Led by prominent EV brands such as Tesla, EVs are gaining mainstream consumer awareness. As availability of EVs increases, the corresponding EV infrastructure, advertising and number of vehicles on road creates a virtuous cycle for consumers to shift their vehicle purchasing habits. 10 EV designs are maturing to meet a diverse range of consumer needs: from the Rimac Hypercar through to mass market to smaller light electric vehicles.

2 https://www.georgeherald.com/News/Article/Motoring/first-electric-car-set-landspeed-record-in-1900-

201909101029#:~:text=Electric%20cars%20have%20only%20been,arrival%20of%20the%20Tesla%20Roadster.&text=Thomas%20Edison%20t ook%20an%20interest,record%20on%206%20September%201900.

3 https://www.ft.com/content/fb4d1d64-5d90-4e27-b77f-6e221bc02696

4 https://www.theguardian.com/environment/2021/aug/05/biden-electric-vehicles-goal-2030-climate-crisis

5 https://thedriven.io/2020/11/12/the-countries-and-states-leading-the-phase-out-of-fossil-fuel-cars/

6 https://www.weforum.org/agenda/2020/11/china-bans-fossil-fuel-vehicles-electric/

7 https://www.chargedfuture.com/countries-and-states-with-gas-car-bans/

8 https://solaredition.com/lithium-ion-battery-price-decreased-by-85-during-the-past-

decade/#:~:text=Over%20the%20past%20decade%2C%20the,popular%20in%20utility%2Dscale%20storage.

9 https://insideevs.com/news/527165/study-evs-ownership-40percent-lower/

10 https://www.financialexpress.com/auto/electric-vehicles/shift-in-consumer-behavior-electric-vehicles-ev-electric-cars-electric-scooters-electricbikes/2110749/

11 https://en.wikipedia.org/wiki/List\_of\_manufacturers\_by\_motor\_vehicle\_production

Legacy automotive players such as Toyota and Volkswagen are investing heavily to transition their production to electric.12

Tesla was the first to be rewarded by markets for bringing 'every day' electric vehicles to market; it has enjoyed 1400%+ share price appreciation over the last three years13, and correspondingly triggered a wave of EV player IPOs/SPACs. Some of these players include Nio (a Chinese EV player), Rivian (EV SUVs), Acrimoto (fun utility EVs), Fisker Motors (EV SUVs) and Lucid Motors (luxury EVs); in addition to an ecosystem of companies plying electric vehicle technology such as Quantumscape (solid state Lithium batteries). There is also a robust private and start-up market of players entering the space as well as legacy gas-powered vehicle players investing in the transition.

Competition and Market Participants

In general, MOKE France faces competition from other players in the sales, rental and experience business lines, focused on the South of France, notably with electric and/or niche vehicles. Specifically, Citroen Mehari is a competitor vehicle to MOKE. Additionally, a small number of businesses offer heritage gas-powered MOKEs for rent and sale in the country. Lastly, general purpose car dealerships and rental players in the region may offer vehicles that compete in the same consideration set (e.g. sportscars).

MOKE has clear differentiation from many of these competitors in three ways. Firstly, it is the first heritage marquee car to go fully electric; a key differentiating factor for many consumers. Secondly, the specific history of MOKE as it relates to the South of France makes it an iconic experience to be driven in the region. Lastly, MOKE France distinguishes itself through its location, service and brand identity - creating a compelling experience compared to the typical rental location.

Stated Business Objectives

EVT aims to be a market leader in the EV industry, with a reputation for electrifying iconic brands. EVT's initial investment in MIL and subsequent acquisition of MOKE France create a template for how to realize EVT's objective.

Milestones

The following table sets out EVT's targeted business milestones, as well as the expected timeframe for, and cost of, achieving same:

Milestone	Estimated CompletionDate	Estimated Cost (C$)
Build-out of MOKE France flagship store in SaintTropez, France	Q2 2022	C$200,000
Purchaseof 100 MOKE electric vehicles forMOKEFrance	Q2 2022	C$3,700,000
Establishmentof MOKE rental business lineinFrance, including sales and maintenance team	Q2 2022	C$100,000

12 https://www.bloomberg.com/news/articles/2021-12-14/toyota-accelerates-electric-vehicle-shift-with-30-

models#:~:text=Toyota%20will%20roll%20out%2030,15%20EVs%20globally%20by%202025.&text=Toyota's%20been%20slower%20to%20re lease,hybrids%20to%20hydrogen%2Dpowered%20cars.

13 https://www.bloomberg.com/quote/TSLA:US

Financial Statements

The EVT Annual Financial Statements are attached hereto as Schedule "D".

Selected Consolidated Financial Information

The following table sets forth selected historical financial information for EVT:

Income Statement Data	From Inception (August 16, 2021) to its Fiscal Year Ended December 31, 2021
Revenue	-
Net Loss	US$267,850
Balance Sheet Data	As at December 31, 2021
Total Assets	US$12,531,323
Total Liabilities	US$25,134
Total Shareholders' Equity	US$12,506,189

Management's Discussion and Analysis

The MD&A for EVT for the period covered by the Annual Financial Statements is attached to this Filing Statement as Schedule "E". The MD&A for EVT complements and supplements the EVT Annual Financial Statements and should be read in conjunction with the EVT Annual Financial Statements, and the related notes thereto

Description of the Securities

Common Shares

The authorized capital of EVT consists of an unlimited number of EVT Shares, of which 19,205,100 EVT Shares are issued and outstanding as at the date hereof as fully paid and non-assessable shares in the capital of EVT. Other than the EVT Shares, there are no authorized, outstanding or existing securities of EVT outstanding, including pursuant to any stock option plan, share purchase warrants or other convertible securities.

The holders of EVT Shares are entitled to dividends if, as and when declared by the EVT Board, to cast one vote per EVT Share at any meeting of EVT Shareholders, and, upon liquidation, holders of EVT Shares are entitled to receive, in equal amounts per share, without preference or distinction, all of the remaining property and assets of EVT.

The EVT Shares do not have any pre-emptive rights; any conversions or exchange rights; any redemption, retraction, purchase for cancellation or surrender provisions; any sinking or purchase fund provisions; any provisions permitting or restricting the issuance of additional securities and any other material restrictions; or any provisions requiring a holder to contribute additional capital.

Stock Options

As of the date of this Filing Statement, EVT has no EVT Options outstanding.

Subscription Receipt Financing

On closing of the Subscription Receipt Financing, the Escrowed Proceeds were delivered to and are held by the Subscription Receipt Agent and have been invested pursuant to the terms of the Subscription Receipt Agreement. The Escrowed Funds will be released from escrow to EVT upon satisfaction of the Release Conditions prior to the Release Deadline.

Consolidated Capitalization

The following table sets forth the capitalization of EVT as at the dates indicated.

Designation of Security	Amount authorizedor to be authorized	Amount outstanding asat December 31, 2021	Amount outstanding asat March 31, 2022
Common Shares	Unlimited	19,205,100	20,441,589(1)

Notes:

Inclusive of the approximately 1,236,489 EVT Shares issued upon the automatic exchange of the Subscription Receipts.

Prior Sales

The following table summarizes the details of the number and price at which securities of EVT were issued over the past 12 months prior to the date of the Filing Statement. Pursuant to the Amalgamation Agreement, each EVT Shareholder will receive 4.7 Resulting Issuer Shares for each one EVT Share held. Each holder of Subscription Receipts will ultimately receive one Resulting Issuer Share for each Subscription Receipt held.

Date	Number and Type ofSecurity	Issue Price /Exercise Priceper Security	Aggregate IssuePrice	Consideration
August 18, 2021	6,015,000 Common Shares(1)	C$0.05	C$300,750	Cash
October 1, 2021	1,605,000 Common Shares	C$1.26(3)	C$2,028,720	Cash
October 7, 2021	559,100 Common Shares	C$1.26(3)	C$701,950	Cash
November 5, 2021	1,206,000 Common Shares	C$1.24(3)	C$1,499,058	Cash
December 9, 2021	6,000,000 Common Shares(2)	C$1.27(3)	C$7,619,790	Shares of MOKE France
December 16, 2021	3,820,000 Common Shares	C$1.28(3)	C$4,879,725	Cash
March 15, 2022	5,411,500 SubscriptionReceipts	C$1.00(4)	C$5,411,500	Cash
March 25, 2022	400,000 Subscription Receipts	C$1.00(4)	C$400,000	Cash

Notes:

EVT's initial seed financing round. David Maher received 300,000 seed EVT Shares; Wouter Witvoet received 1,850,000 seed EVT Shares; and Olivier Roussy Newton received 1,850,000 seed EVT Shares.
6,000,000 EVT Shares were issued to the shareholders of MOKE France as full consideration for the acquisition of all of the issued and outstanding shares of MOKE France.
EVT Shares issued at US$1.00 per EVT Share converted to Canadian dollars at the Bank of Canada noon rate on the date of issuance.
Immediately prior to the Transaction, each Subscription Receipt will be automatically exchanged, without payment of additional consideration or further action by the holder thereof, into a fraction of an EVT Share, equal to 1/4.7 (or 0.21276596) of an EVT Share, in accordance with the Subscription Receipt Agreement. Pursuant to the Amalgamation Agreement, each EVT Shareholder will receive 4.7 Resulting Issuer Shares for each one EVT Share held, such that each Subscription Receipt will ultimately be exchanged for one (1) Resulting Issuer Share.

Executive Compensation

EVT does not have formal compensation policies in place for its executive officers or directors. The EVT Board does not have a compensation committee; all compensation matters are dealt with by the entire EVT Board.

Since its inception, the only payments that have been made to date by EVT to its executives and directors are as follows: David Maher has been paid C$15,000 for services rendered and Wouter Witvoet has been paid C$92,500 for services rendered.

EVT has not issued any EVT Options.

EVT does not have any defined benefit plans or defined contribution plans.

Management Contracts

As at the date of this Filing Statement, EVT has not entered into any management or consulting contracts. EVT has not agreed to make any termination or change of control payments.

Stock Exchange Price

None of the securities of EVT are, or have ever been, listed for trading on any stock exchange or other securities market.

Arm's Length Transactions

The Transaction is an Arm's Length Transaction.

Legal Proceedings

There are no legal proceedings material to EVT to which it is a party to or of which any of its property is the subject matter, and there are no such proceedings known to EVT at this time.

Auditor

The auditor of EVT is McGovern Hurley LLP having an address at 251 Consumers Road, Suite 800, Toronto, Ontario M2J 4R3. The transfer agent and registrar for the EVT Shares is TSX Trust Company at its office in Toronto, Ontario.

Material Contracts

EVT has not entered into any material contracts outside of the ordinary course of business prior to the date hereof, other than:

(1) the MIL Investment Agreement;
(2) the MOKE Share Exchange Agreement;
(3) the MOKE Dealer Agreement;
(4) the Amalgamation Agreement; and
(5) the Subscription Receipt Agreement.

The material contracts will be available for inspection at the offices of EVT at 198 Davenport Road, Toronto, Ontario M5R 1J2, until the date of closing of the Transaction and for a period of 30 days thereafter.

INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure

Name and Incorporation

Following the Closing of the Transaction, the Resulting Issuer will operate under the name "EV Technology Group Ltd." and will continue to be governed by the provisions of the Act.

The registered office of the Resulting Issuer will be 198 Davenport Road, Toronto, Ontario M5R 1J2.

Intercorporate Relationships

Following the Closing of the Transaction, the Resulting Issuer will own, directly or indirectly, all of the issued and outstanding common shares of Amalco, which will be named EV Experiences Inc. As a result of the Transaction, the previous shareholders of EVT will become shareholders of the Resulting Issuer. Amalco will own all of the issued and outstanding shares of MOKE France.

General Development of the Business

Following the Closing, the business of the Resulting Issuer will initially be the business of EVT, being the ownership and operation of brands in the electric vehicle space through its Strategic Brands Group. EVT expects to have several other business lines in the future that complement its current business line and diversify its exposure to the EV space. Initially, the Resulting Issuer will be focused on developing the MOKE Electric and pursuing various opportunities through its ownership of MOKE France.

Narrative Description of the Business

See **"**Information Concerning EVT – Narrative Description of the Business" for more information.

Description of the Securities

Upon Closing of the Transaction, the BSI Shares (on a post-Consolidation basis) will be the Resulting Issuer Shares. Upon Closing of the Transaction, the EVT Shares will be exchanged for Resulting Issuer Shares on the basis of 4.7 Resulting Shares for each EVT Share. For a description of the attributes of the BSI Shares please refer to "Information Concerning BSI – Description of the Securities" of this Filing Statement.

Pro Forma Consolidated Capitalization and Selected Pro Forma Consolidated Financial Information

Consolidated Capitalization

The following table sets forth the pro forma share and loan capital of the Resulting Issuer as at the date of this Filing Statement on a consolidated basis, based on the pro forma consolidated financial statements contained in this Filing Statement after giving effect to the Transaction. This table should be read in conjunction with the pro forma consolidated financial statements and notes thereto included in this Filing Statement.

Designation of Security	Amount authorized or to beauthorized	Amount outstanding aftergiving effect to theTransaction
Resulting Issuer Shares	Unlimited	106,298,050(1)

Notes:

On an undiluted basis, assuming completion of the BSI Consolidation and the exchange of the 5,811,500 Subscription Receipts.

Selected Pro Forma Consolidated Financial Information

Balance Sheet Data	As at December31, 2021
Total Assets	US$17,635,328
Total Liabilities	US$150,897
Total Shareholders' Equity	US$17,484,431

Pro Forma Fully Diluted Share Capital

The following table outlines the expected number and percentage of securities of the Resulting Issuer to be outstanding on a non-diluted and fully-diluted basis after giving effect to the Transaction and the Subscription Receipt Financing:

	After Giving Effect to the Transaction
Designation of Security	Number	Percentage(undiluted)	Percentage(fully-diluted)
Resulting Issuer Shares
Shares Issued
BSIShares	10,222,580(1)	9.6%	8.5%
EVTShares	(2)96,075,470	90.4%	79.7%
Subtotals	106,298,050	100%	88.2%
Reserved for issuance under the:
Resulting IssuerOptions	9,750,000(3)	n/a	8.1%
Resulting IssuerDSUs	4,500,000(4)	n/a	3.7%
Total (fully-diluted)	120,548,050		100%

Notes:

On a post-Consolidation basis.
Assuming the conversion of the Subscription Receipts.
Upon completion of the Transaction, the Resulting Issuer anticipates granting an aggregate of 9,750,000 Resulting Issuer Options to certain directors and officers of the Resulting Issuer.

4. Upon completion of the Transaction, the Resulting Issuer anticipates granting an aggregate of 4,500,000 Resulting Issuer DSUs to certain directors and officers of the Resulting Issuer.

Available Funds and Principal Purposes

EVT and BSI had a combined estimated working capital position (on an unaudited basis) of approximately C$1,468,561 as at March 17, 2022, based on an estimated working capital of EVT of C$1,602,546, and estimated working capital of BSI of C$(133,985).

Based on this working capital position, and assuming completion of the Transaction and the Subscription Receipt Financing, the estimated funds available to the Resulting Issuer will be as follows:

Anticipated available Funds	Amount (C$)
Estimated EVT working capital as at March 17, 2022	C$1,602,546
Estimated BSI working capital as at March 17, 2022	C$(133,985)
Net Cash Proceeds of the Subscription Receipt Financing	C$5,811,500
Anticipated available funds	C$7,280,061

The amounts shown in the table above are estimates only and are based upon the information available to EVT and BSI as of the date hereof. The intended uses of such funds and/or the Resulting Issuer's development capital needs may vary based upon a number of factors and variances may be material. See "Risk Factors".

Principal Purpose of Funds

Usesof Funds	Estimated Amount (C$)
Build-out MokeFrance flagship store in SaintTropez, France	C$200,000
Purchase 100 Moke electric vehicles for MokeFrance	C$3,700,000
Establishment of Moke rental business line inFrance, including sales and maintenance team	C$100,000
Estimated transaction costs	C$300,000(1)
Working Capital	C$2,980,061

Notes:

Includes legal fees, auditor review fees, NEO Exchange filings fees, transfer agent fees and other expenses incurred or expected to be incurred in connection with the Transaction.

The foregoing amounts shown in the table above are estimates only and are based on information available to EVT and BSI as of the date hereof. The Resulting Issuer will spend the available funds on completion of the principal purposes as indicated above. Notwithstanding the foregoing, there may also be circumstances where, for sound

business reasons, a reallocation of funds may be necessary for the Resulting Issuer to achieve these objectives. The Resulting Issuer may require additional funds in order to fulfill all of the Resulting Issuer's expenditure requirements to meet its objectives, in which case the Resulting Issuer expects to either issue additional equity securities or incur indebtedness. There is no assurance that additional funds required by the Resulting Issuer will be available if needed.

Dividends

It is not contemplated that the Resulting Issuer will pay any dividends in the immediate or foreseeable future following Closing of the Transaction.

Principal Security Holders

The following table sets out the details regarding any security holder that will hold, directly or indirectly, beneficial interest over more than 10% of the Resulting Issuer Shares after giving effect to the Transaction:

Name of Shareholderand Municipality	Number of Resulting IssuerShares Beneficially Owned	Percentage(1)	Type of Ownership
Wouter WitvoetZug, Switzerland	11,370,000	10.7%	Direct and Beneficial

Notes:

Assuming 106,298,050 Resulting Issuer Shares are outstanding upon completion of the Transaction.

Directors, Officers, and Promoters

The following are the names and municipalities of residence of each proposed director and officer of the Resulting Issuer, the positions and offices to be held with the Resulting Issuer, their respective principal occupations within the five preceding years and the number and percentage of common shares of the Resulting Issuer which will be held by each of them on completion of the Transaction, after giving effect to the Subscription Receipt Financing. Each director will hold office until the next annual meeting of the Resulting Issuer unless his office is earlier vacated in accordance with the Act.

Name, Municipality ofResidence, and ProposedPosition	Principal Occupation Over thePast 5 Years	Number of Resulting IssuerShares Held Upon Closing(1)	Percentage(2)
Wouter WitvoetChief Executive Officer andExecutive ChairmanZug, Switzerland	Founder and CEO of EVTechnology Group	11,370,000	10.7%
Oliver Francois Roussy NewtonPresident and DirectorZug, Switzerland	Founder of Latent Capital	10,195,000	9.6%
David MaherChief Operating OfficerNew South Wales, Australia	Engagement Manager atMcKinsey & Company (Leader inthe Firm's private equity andstrategy practises)Head of Marketing Operations atLazada (South-East Asia's leadinge-commerce unicorn; part of	1,551,000	1.5%

	Alibaba Group)
Ryan PtolemyChief Financial OfficerOntario, Canada	Financial consultant or CFO toprivate and public companies	Nil	N/A
Kenny ChoiCorporate SecretaryOntario, Canada	Lawyer	Nil	N/A
Jon FosterDirectorCalifornia, U.S.A.	Chief Financial Officer of Nauto	Nil	N/A
Kent ThextonDirectorOntario, Canada	President and CEO of Sierra N/ANil Wireless	Nil	N/A
Manpreet SinghDirectorWashington, D.C., U.S.A.	Founder and Chief InvestmentN/A Nil Officer of Singh CapitalPartners	225,000	0.2%

Notes:

The information as to the number of Resulting Issuer Shares expected to be beneficially owned, or controlled or directed, directly or indirectly, by the proposed directors and officers immediately following the Closing has been furnished by the respective directors and officers individually.
Assuming 106,298,050 Resulting Issuer Shares are outstanding upon completion of the Transaction.

As at the date of this Filing Statement, after giving effect to the Transaction (including the Subscription Receipt Financing), the proposed directors and executive officers of the Resulting Issuer, as a group, will own, directly or indirectly, approximately 23,341,000 Resulting Issuer Shares, representing approximately 22% of the issued and outstanding Resulting Issuer Shares (on a non-diluted basis), and assuming no convertible securities are exercised.

Biographies of Executive Officers and Directors

Wouter Witvoet – Chief Executive Officer and Chair of the Board (Age: 31)

Mr. Witvoet is Founder and CEO of EVTG. Mr. Witvoet is a serial entrepreneur with EVTG being his third company founded. Mr. Witvoet has extensive experience in launching companies with unique strategies in emerging markets. In 2017, Mr. Witvoet founded Secfi Inc in San Francisco, which he grew to the market leader in option exercise financing having clients such as Uber, Coinbase, DoorDash, AirBnB, Snowflake, and others. In aggregate he raised over $1.1 billion for the financing product and three rounds of venture financing from VC firms previously backing Uber, Robinhood, Palantir, and others. In total, Mr. Witvoet and his team invested over $500M in more than 200 different venture backed companies. After Secfi, Mr. Witvoet co-founded DeFi Technologies which he took public in Canada on the Exchange under ticker NEO:DEFI. Mr. Witvoet grew the company from initial listing at ±C$20M to a market cap at its peak of over C$800M. During his tenure at DeFi Technologies, he oversaw the acquisition of several key assets, including the acquisition of Valour Inc., which is now core in the suite of products at DeFi Technologies.

Olivier Francois Roussy Newton - President and Director (Age: 29)

Olivier is a co-founder and President of EVT. Before starting EVT, Olivier Roussy Newton co-founded DeFi Technologies Inc, which bridges the gap between centralized and decentralized finance. Defi Technologies is listed in Canada under ticker NEO:DEFI. Olivier founded and led HIVE Blockchain Technologies, the first crypto mining company to list publicly in 2017. He is the managing director of BTQ, AG.

David Maher – Chief Operating Officer (Age: 32)

Mr. Maher is the Vice President of EVTG. Mr. Maher began his career at McKinsey & Company, serving as an Engagement Manager in McKinsey's Private Equity and Digital Transformation practices. In that role he worked across Australasia, leading teams on some of the region's most exciting digital transformations in the banking and telecommunications sector and conducting diligence for large private equity deals across sectors. Mr. Maher has since specialised in leadership roles in marketing, strategy and M&A in growth stage companies. He worked as Head of Marketing Operations at Lazada Group (Alibaba), the leading e-commerce player in South-East Asia, where he helped lead marketing efforts across six South-East Asian countries, as the company grew past a US$3B valuation. Subsequently, Mr. Maher was Vice President of DeFi Technologies (NEO:DEFI), responsible for corporate development, leading M&A activity as the company grew to a market cap at its peak of over C$800M. Mr. Maher completed his Masters of Business Administration at Harvard Business School and read degrees in Law and Politics at the University of New South Wales.

Ryan Ptolemy – Chief Financial Officer (Age: 46)

Mr. Ptolemy is a CPA, CGA and CFA charterholder who also attained a Bachelor of Arts from the University of Western Ontario. Mr. Ptolemy serves as chief financial officer to many public and private companies in the investment, fintech and resource sectors. Mr. Ptolemy formerly served as chief financial officer for an independent investment dealer in Toronto, where he was responsible for financial reporting, budgeting and the company's internal controls.

Kenny Choi – Corporate Secretary (Age: 32)

Kenny Choi is a corporate lawyer who graduated from Western University's JD/HBA program in 2013. He was previously an associate at a top-tier Bay Street firm, where he honed his skills in areas including equity and debt financing, mergers and acquisitions, fund formation and private and public securities law. Kenny currently acts as corporate secretary and legal counsel to various publicly-traded CSE, TSXV, TSX and NEO companies to help them develop innovative solutions to achieve their corporate goals.

Jon Foster - Director (Age: 58)

Jon Foster previously served as CFO of Nauto, a Silicon Valley advanced mobility company that is the leader in using predictive AI to reduce auto collisions. He also previously served as CFO of Zoox, a developer of autonomous electric vehicles, prior to its acquisition by Amazon in 2020. Prior to Nauto and Zoox he served as CFO of a number of leading edge technology companies. Foster currently serves as a member of the board of directors of Udelv (autonomous electric delivery vehicles) and Verdant Robotics (autonomous farming). Before moving to California, he served as Deputy Director of the Office of Science and Technology Policy in the White House under President Bill Clinton. He holds a BS in Mechanical Engineering from Yale, and a JD from Harvard.

Kent Thexton - Director (Age: 58)

Kent Thexton is a technology industry veteran. Kent recently retired as CEO of Sierra Wireless, a global leader in IoT Solutions. Prior to that Kent was a leader in the Canadian Venture Capital market as a Managing Partner at OMERS Ventures (2014-16) and then founding and building ScaleUP Ventures. Kent has significant public board of directors experience, Sierra Wireless from 2005 to 2018 with the last 3 years as Chairman, Redknee Solutions from 2005 to 2016, O2 PLC (FTSE, NYSE). Kent has also provided leadership on numerous private company boards. Kent's early career was in Telecoms, with 8 years in Toronto at Rogers Wireless (Cantel) through to COO and 6 years in the UK with BT and O2 as Chief Marketing and Product Officer and on the board of directors.

Manpreet Singh – Director (Age: 38)

Manpreet Singh, CFO and Advisor Manpreet Singh, CFA, is the founder and Chief Investment Officer of Singh Capital Partners (SCP), a multifamily office that directs investments into venture capital, private equity, and real estate. SCP invests capital on behalf of Fortune 500 CXOs, unicorn founders, and operators and has executed investments in North America, Europe, and Asia. Mr. Singh has made over 50 private investments over the last decade including Baazarvoice, Alibaba, Uber, Spotify, Duo, PayTM, Impossible Foods, Cohesity, DocSend, SoFi, Carta, SpaceX, MindBody, Robinhood, and Postmates. Prior to starting SCP, Mr. Singh was the CoFounder and President of TalkLocal, a venture backed local services marketplace that serviced customers in 49 states and placed over 2 million calls to contractors. Prior to TalkLocal, Mr. Singh was the longest tenured employee at Profit Investment Management (PIM), a DC-based firm where he helped to grow assets under management from US$20 million to over US$2 billion through various roles in trading, marketing, research, investing, and operations. He was eventually responsible for managing over $1 billion invested across technology companies globally while at the firm. Mr. Singh serves on the boards of Acquco, US Inspect, Snowball Industries, Embrace Software, Shukr Investments, TalkLocal, the Suburban Hospital Foundation, and the Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He also holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park, and is a CFA charterholder.

Promoter Consideration

The Resulting Issuer does not expect to have any promoters other than its directors and officers, nor has the Resulting Issuer or EVT had a promoter other than such persons within the two year immediately preceding the date of this Filing Statement.

Corporate Cease Trade Orders or Bankruptcies

No proposed director, officer or promoter of the Resulting Issuer, or any shareholder anticipated to hold sufficient number of securities of the Resulting Issuer to materially affect the control of the Resulting Issuer, is, or, within 10 years before the date of this Filing Statement, has been, a director, officer or promoter of any person or company that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order that denied the relevant company access to any exemptions under applicable securities legislation that was in effect for a period of more than 30 consecutive days; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Penalties or Sanctions

Other than as disclosed below, no proposed director, officer or promoter of the Resulting Issuer, or any shareholder anticipated to hold a sufficient number of securities of the Resulting Issuer to materially affect control of the Resulting Issuer; is, or, within the last 10 years, has been:

(a) subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) subject to any other penalties or sanctions imposed by a court or regulatory body, including a selfregulatory body, that would be likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcies

No proposed director, officer or promoter of the Resulting Issuer, or any shareholder anticipated to hold sufficient securities of the Resulting Issuer to materially affect the control of the Resulting Issuer, or a personal holding company of any such persons, has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the individual.

Conflicts of Interest

Directors and officers of the Resulting Issuer may also serve as directors and/or officers of other companies engaged in mineral exploration, development and mining and may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest which cannot be resolved by arm's-length negotiations but only through exercise by the officers and directors of such judgment as is consistent with their fiduciary duties to the Resulting Issuer which arise under applicable corporate law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of the Resulting Issuer. It is expected that all conflicts of interest will be resolved in accordance with the Act, the policies of the NEO Exchange and all other applicable securities laws, regulations and policies. It is expected that any transactions with officers and directors will be on terms consistent with industry standards and sound business practice in accordance with the fiduciary duties of those persons to the Resulting Issuer, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer that are, or have been within the last five (5) years, directors, officers or promoters of other reporting issuers:

Name	Name and	Exchange or	Position	From	To
	Jurisdiction of	Market
	Reporting Issuer

Wouter Witvoet,Chief ExecutiveOfficer andExecutiveChairman	Defi TechnologiesInc., Ontario	NEO	President	02/2021	Present
Ryan Ptolemy,Chief FinancialOfficer	AberdeenInternational Inc.,Ontario	TSX	CFO	10/2010	Present
	Belo Sun MiningCorp., Ontario	TSX	CFO	03/2010	Present
	Blue Sky EnergyInc., Ontario	TSX	CFO	11/2020	Present
	Sulliden MiningCapital Inc., Ontario	TSX	CFO	06/2020	Present
	Defi TechnologiesInc., Ontario	NEO	CFO	10/2009	Present
	Q-Gold ResourcesLtd., Ontario	TSXV	CFO	02/2022	Present
	Jourdan Resources,Inc., Ontario	TSXV	CFO	01/2022	Present
	O2 Gold Inc.	TSXV	CFO	01/2022	Present
	Silo Wellness Inc.,Ontario	CSE	CFO	02/2021	10/2021
	EarthRenew Inc.,Ontario	CSE	CFO	07/2017	06/2019
	African Gold GroupInc., Ontario	TSX-V	CFO	08/2017	03/2021
	Arena Minerals Inc.,Ontario	TSX-V	CFO	06/2012	10/2017
	Aguia ResourcesLimited, Australia	Australia	CFO	07/2017	06/2019
Kenny Choi,Corporate	Defi TechnologiesInc., Ontario	NEO	Corporate Secretary	12/2018	Present
Secretary	Blue Sky EnergyInc., Ontario	TSX-V	Chief ExecutiveOfficer and Director	12/2018	Present
	Black Iron Inc.,Ontario	TSX	Corporate Secretary	04/2021	Present
	Q-Gold ResourcesLtd., Ontario	TSX-V	Corporate Secretary	01/2019	Present
	Silo Wellness Inc.,Ontario	TSX-V	Corporate Secretary	01/2019	10/2021
	African Gold GroupInc., Ontario	TSX-V	Corporate Secretary	06/2019	03/2021
	QMX GoldCorporation	TSX-V	Corporate Secretary	01/2019	04/2021
Kent Thexton,Director	Sierra Wireless Inc.,Canada	TSX	Director	03/2005	08/2021
	Optiva Inc., Canada	TSX	Director	10/2008	02/2017
Manpreet Singh,Director	Cemtrex, Inc.	Nasdaq	Board Member	11/2021	Present

Indebtedness of Directors and Officers

No director or officer of EVT or of the Resulting Issuer is or has been indebted to EVT at any time.

Executive Compensation

Upon closing of the Transaction, the Resulting Issuer intends to grant the following Resulting Issuer Options to directors and officers of the Resulting Issuer: (i) 250,000 Resulting Issuer Options to each of Messrs. Jon Foster, Kent Thexton and Manpreet Singh; (ii) 2,500,000 Resulting Issuer Options and 2,000,000 Resulting Issuer DSUs to each of Messrs. Wouter Witvoet and Olivier Roussy Newton; (iii) 1,000,000 DSUs to Ms. Isobel Dando; and (iv) 1,000,000 Resulting Issuer Options to each of Messrs. Kenny Choi and Ryan Ptolemy.

Compensation Discussion and Analysis

It is expected that following the completion of the Transaction, the Resulting Issuer Board will appoint the Corporate Governance and Compensation Committee which will be responsible for ensuring that the Resulting Issuer has in place an appropriate plan for executive compensation and for making recommendations to the Resulting Issuer Board with respect to the compensation of the Resulting Issuer's executive officers. It is expected that the Compensation Committee will ensure that total compensation paid to all NEOs is fair and reasonable and is consistent with the Resulting Issuer's compensation philosophy. It is expected that the Resulting Issuer's compensation philosophy will be to foster entrepreneurship at all levels of the organization through, among other things, the granting of stock options, which will be a significant component of executive compensation. This approach is based on the assumption that the performance of the Resulting Issuer Share price over the long term is an important indicator of long term performance.

It is expected that the Resulting Issuer's compensation philosophy will be based on the following fundamental principles:

(a) Compensation programs align with shareholder interests the Resulting Issuer aligns the goals of executives with maximizing long term shareholder value;
(b) Performance sensitive compensation for executive officers should be linked to operating and market performance of the Resulting Issuer and fluctuate with the performance; and
(c) Offer market competitive compensation to attract and retain talent the compensation program should provide market competitive pay in terms of value and structure in order to retain existing employees who are performing according to their objectives and to attract new individuals of the highest caliber.

It is expected that the objectives of the compensation program in compensating all NEOs will be developed based on the above-mentioned compensation philosophy and are expected to be as follows:

to attract and retain highly qualified executive officers;
to align the interests of executive officers with shareholders' interests and with the execution of the Resulting Issuer's business strategy;
to evaluate executive performance on the basis of key measurements that correlate to long-term shareholder value; and
to tie compensation directly to those measurements and rewards based on achieving and exceeding predetermined objectives.

Aggregate compensation for each NEO is expected to be designed to be competitive. It is expected that the Compensation Committee will review from time to time the compensation practices of similarly situated companies when considering the Resulting Issuer's executive compensation policy. Although it is expected that the Compensation Committee will review each element of compensation for market competitiveness, and it may weigh a particular element more heavily based on the NEO's role within the Resulting Issuer, it will be primarily focused on remaining competitive in the market with respect to total compensation.

From time to time, on an ad hoc basis, it is expected that the Compensation Committee will review data related to compensation levels and programs of various companies that are similar in size to the Resulting Issuer and operate within the mining exploration and development industry. It is expected that the Compensation Committee will also rely on the experience of its members as officers and/or directors at other companies in similar lines of business as the Resulting Issuer in assessing compensation levels.

Summary Compensation Table – Proposed Compensation

Upon Completion of the Transaction, the board of directors of the Resulting Issuer will hold a meeting to determine the appropriate compensation of certain officers and members of senior management of the Resulting Issuer. The terms and conditions of any such employment agreements have not yet been determined and will be subject to the prior approval of the Resulting Issuer's board of directors. On completion of the Transaction, it is expected that Wouter Witvoet, Olivier Roussy Newton, David Maher and Ryan Ptolemy will be the only NEOs of the Resulting Issuer. The other NEOs of the Resulting Issuer have not yet been determined as at the date of this Filing Statement.

Aligning the Interests of the NEOs with the Interests of the shareholders of the Resulting Issuer

Transparent, objective and easily verified corporate goals, combined with individual performance goals, is expected to play an important role in creating and maintaining an effective compensation strategy for the NEOs. It is expected that the planned objectives of the Resulting Issuer will be to establish benchmarks and targets for its NEOs which, if achieved, will enhance shareholder value. It is expected that a combination of fixed and variable compensation will be used to motivate executives to achieve overall corporate goals. It is expected that the three basic components of the Resulting Issuer's executive officer compensation program are expected to be: (i) fixed salary; (ii) annual incentives (cash bonus); and (iii) stock and option based compensation.

It is expected that the fixed salary will comprise a portion of the total cash-based compensation; however, annual incentives and option based compensation represent compensation that is "at risk" and thus may or may not be paid to the respective executive officer depending on: (i) whether the executive officer is able to meet or exceed his or her applicable performance targets; and (ii) market performance of the Resulting Issuer Shares. To date, no specific formulae have been developed to assign a specific weighting to each of these components. Instead, the Resulting Issuer Board is expected to consider each performance target and the Resulting Issuer's performance and assigns compensation based on this assessment and the recommendations of the Compensation Committee.

Base Salary

It is expected that the Compensation Committee and the Resulting Issuer Board will approve the salary ranges for the NEOs. The base salary review for each NEO will be based on assessment of factors such as current competitive market conditions, compensation levels within compensation practices of similarly situated companies and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. It is expected that the Resulting Issuer may consider comparative data for the Resulting Issuer's peer group which would be accumulated from a number of external sources including independent consultants. The Resulting Issuer's policy for determining salary for executive officers is expected to be consistent with the administration of salaries for all other employees.

Annual Incentives

It is expected that the Resulting Issuer, in its discretion, may award annual incentives in order to motivate executives to achieve short-term corporate goals. However, it is expected that the Resulting Issuer, in its discretion, may award such incentives in order to motivate executives to achieve short term corporate goals. It is expected that the Compensation Committee and the Resulting Issuer Board will approve annual incentives. The success of NEOs in achieving their individual objectives and their contribution to the Resulting Issuer in reaching its overall goals are to be factors in the determination of their annual bonus. It is expected that the Compensation Committee will assess each NEO's performance on the basis of his or her respective contribution to the achievement of the predetermined corporate objectives, as well as to needs of the Resulting Issuer that arise on a day to day basis. This assessment is expected to be used by the Compensation Committee in developing its recommendations to the Resulting Issuer Board with respect to the determination of annual bonuses for the NEOs. Where the Compensation Committee cannot unanimously agree, the matter is expected to be referred to the full Resulting Issuer Board for decision. It is expected that the Resulting Issuer Board will rely heavily on the recommendations of the Compensation Committee in granting annual incentives.

Equity-Based Awards

As set out in detail below under the heading "Information Concerning the Resulting Issuer – Security Based Compensation", the Resulting Issuer intends to grant Resulting Issuer Options and Resulting Issuer DSUs to its directors, officers, employees and consultants as of the Closing Date, such equity-based compensation to be granted under the Resulting Issuer Stock Option Plan and the Resulting Issuer DSU Plan, respectively. For an overview of the Resulting Issuer Stock Option Plan and the Resulting Issuer DSU Plan, please see the discussion under the heading "Information Concerning the Resulting Issuer – Security Based Compensation – Equity Incentive Plans" and Schedules "G" and "H" of this Filing Statement.

Compensation of Executives

It is expected that the Resulting Issuer Board will approve targeted amounts of annual incentives for each NEO at the beginning of each financial year. The targeted amounts are expected to be determined by the Compensation Committee based on a number of factors, including comparable compensation of similar companies. Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day-to-day corporate activities, is expected to trigger the award of a bonus payment to the NEOs. The NEOs are expected to receive a partial or full incentive payment depending on the number of the predetermined targets met and the Compensation Committee's and the Resulting Issuer Board's assessment of overall performance. It is expected that the determination as to whether a target has been met will ultimately be made by the Resulting Issuer Board and the Resulting Issuer Board will reserve the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate. At or prior to the Effective Time, the Resulting Issuer expects to enter into employment and/or consulting agreements with each of its NEOs, pursuant to which the NEOs will provide management and administrative services to, and be compensated for those services by, the Resulting Issuer, as more particularly described below under the heading "Management Agreements".

Pension Plan Benefits

During the 12 month period following Completion of the Transactions, it is not expected that the Resulting Issuer will provide for defined benefit plans or defined contribution plans, being plans that provide for payments or benefits at, following, or in connection with retirement, or provide for deferred compensation plans.

Compensation of Directors

The directors of the Resulting Issuer may be paid fees for their services; however, the amounts of such fees will be determined in the discretion of the board of directors of the Resulting Issuer following Completion of the Transaction. The Resulting Issuer may also grant Resulting Issuer Options to directors in recognition of the time and effort that such directors devote to the Resulting Issuer.

Security Based Compensation

Other than as set out in the table below, as at the date of this Filing Statement, there are no stock options, DSUs to purchase securities of the Resulting Issuer that will be held upon Closing by:

proposed officers of the Resulting Issuer as a group and proposed directors of the Resulting Issuer who are not also officers as a group;
officers of all subsidiaries of the Resulting Issuer as a group and directors of those subsidiaries who are not also officers of the subsidiary as a group;
other employees of the Resulting Issuer as a group;
consultants of the Resulting Issuer as a group; and
any other person or company, including any agent or underwriter.

The following tables sets out information, as of the date of this Filing Statement, with respect to the Resulting Issuer Options and the Resulting Issuer DSUs that are expected to be outstanding upon completion of the Transaction to the extent presently known and subject to applicable regulatory approvals:

Resulting Issuer Options

Class of Optionee	Name of Holder	Number ofResulting IssuerOptions	Number ofResultingIssuer SharesUnderResultingIssuerOptions	ExercisePrice (C$)	Expiry Date
Officer/Director	Wouter Witvoet	2,500,000	2,500,000	C$1.00	5 years postlisting
Officer/Director	Olivier Roussy Newton	2,500,000	2,500,000	C$1.00	5 years postlisting
Officer	Ryan Ptolemy	1,000,000	1,000,000	C$1.00	5 years postlisting
Director	Jon Foster	250,000	250,000	C$1.00	5 years postlisting
Director	Kent Thexton	250,000	250,000	C$1.00	5 years postlisting
Director	Manpreet Singh	250,000	250,000	C$1.00	5 years postlisting
Officer	David Maher	150,000	150,000	C$1.00	5 years postlisting
Officer	Willy Gruyelle(1)	100,000	100,000	C$1.00	5 years postlisting
Officer	Kenny Choi	1,000,000	1,000,000	C$1.00	5 years postlisting
Consultant	Neil Said	1,000,000	1,000,000	C$1.00	5 years postlisting
Consultant	Wijnand Donkers	250,000	250,000	C$1.00	5 years postlisting

Consultant	Isobel Dando	500,000	500,000	C$1.00	5 years postlisting
Total:			9,750,000

Notes:

Mr. Gruyelle is an officer of MOKE France.

Resulting Issuer DSUs

		Number of
		Resulting	Number of Resulting Issuer Shares Under
Class of Optionee	Name of Holder	Issuer DSUs	Resulting Issuer DSUs

Officer/Director	Wouter Witvoet	2,000,000(1)	2,000,000
	Olivier Roussy	2,000,000(1)	2,000,000
Officer/Director	Newton
Consultant	Isobel Dando	500,000(1)	500,000
Total:			4,500,000

Notes:

To vest over 24 months.

Equity Incentive Plans

Upon completion of the Transaction, the Resulting Issuer will adopt the Resulting Issuer Stock Option Plan and the Resulting Issuer DSU Plan as set out in Schedules "G" and "H" of this Filing Statement.

Resulting Issuer Stock Option Plan

For a description of the Resulting Issuer Stock Option Plan, see "Information Concerning BSI – Description of Securities – BSI Stock Option Plan". A copy of the Resulting Issuer Stock Option Plan is attached hereto as Schedule "G".

Resulting Issuer DSU Plan

A copy of the Resulting Issuer DSU Plan is attached hereto as Schedule "H". The following is a summary of the terms of the Resulting Issuer DSU Plan, which is qualified in its entirety by the provisions of the Resulting Issuer DSU Plan.

The Resulting Issuer DSU Plan, if adopted and subject to approval by the NEO, will permit the Resulting Issuer Board to grant Resulting Issuer DSUs to directors, officers, employees, and consultants of the Corporation ("Eligible Persons") in such amounts as it may determine subject to the terms and vesting conditions, if any, set out in the resolution of the Resulting Issuer Board approving such grant. The Resulting Issuer DSU Plan shall remain in effect until it is terminated by the Resulting Issuer Board. Each grant of Resulting Issuer DSUs under the Resulting Issuer DSU Plan shall be evidenced by a letter of the Resulting Issuer (a "DSU Grant Letter"). The DSU Grant Letter entered into under the Resulting Issuer DSU Plan need not be identical and may vary from Participant (as defined in the Resulting Issuer DSU Plan) to Participant or according to the date of grant. The delivery of certificates representing the Resulting Issuer Shares to be issue in settlement of DSUs will be contingent upon the fulfilment of any requirements set out in the DSU Grant Letter or applicable provisions of laws.

The aggregate number of Resulting Issuer Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all Resulting Issuer DSUs granted under the Resulting Issuer DSU Plan is equal to 5% of the number of issued Resulting Issuer Shares at the date of grant of a Resulting Issuer DSU.

Under the Resulting Issuer DSU Plan, subject to and in accordance with the policies of the NEO, the Resulting Issuer Board may from time to time amend or service the terms of the Resulting Issuer DSU Plan at any time.

If an Eligible Person ceases to be an Eligible Person each vested Resulting Issuer DSU shall be redeemed by the Resulting Issuer on the relevant Separation Date (as defined therein) for a DSU Payment (less any applicable taxes and other source deductions required to be withheld by the Resulting Issuer) to be made to the Participant (or after the Participant's death, a dependent, relative or legal representative of the Participant) on such date as the Resulting Issuer determines not later than 60 days after the Separation Date, without any further action on the part of the holder of the Resulting Issuer DSU in accordance with Article 3 of the Resulting Issuer DSU Plan.

Escrowed Securities

The Resulting Issuer entered into an escrow agreement with certain of its shareholders and TSX Trust Company, as escrow agent, on or about the Closing Date (the "Escrow Agreement"). The following table outlines the Resulting Issuer Shares subject to escrow pursuant to the terms of the Escrow Agreement (the "Escrowed Shares").

Name and Municipality of Residence ofSecurityholder	Designationof class	Number of securities to beheld in escrow	Percentage of class
Wouter WivtoetZug, Switzerland	commonshares	11,370,000	10.7%
Olivier Roussy NewtownZug, Switzerland	commonshares	10,195,000	9.6%
Newdene Gold Corp.Toronto, Canada	commonshares	8,930,000	8.4%
Geneva Insurance Group (Barbados) Inc.Christ Church, Barbados	commonshares	8,460,000	7.9%
Swiss Insurance Co.Zurich, Switzerland	common8,460,000shares		7.9%
2776234 Ontario Inc.Toronto, Canada	common4,468,887shares		4.2%
Empower Insurance CorporationProvidenciales, Turks and Caicos Islands	commonshares	2,820,000	2.6%
Neil SaidToronto, Canada	commonshares	1,457,000	1.3%
David MaherNew South Wales, Australia	commonshares	1,410,000	1.3%
Aberdeen International Inc.Toronto, Canada	commonshares	1,410,000	1.3%
2509886 Ontario Inc.Toronto, Canada	commonshares	1,410,000	1.3%
Sulliden Mining Capital Inc.Toronto, Canada	commonshares	940,000	0.8%
Patricia KovacsToronto, Canada	commonshares	470,000	0.4%
Total		61,800,887	58.1%

Pursuant to the Escrow Agreement, the Escrowed Shares will be released in twelve equal monthly instalments, commencing on the Closing Date and ending on the eleventh month following Closing.

Audit Committee

It is anticipated that the Audit Committee will be comprised of three directors as follows: Jon Foster, Kent Thexton and Manpreet Singh, all of whom are "independent", as such term is defined within the meaning of National Instrument 52-110. Each proposed member of the Audit Committee is also "financially literate", as such term is defined within the meaning of NI 52-110, and possesses education or experience that is relevant for the performance of their responsibilities as Audit Committee members. Manpreet Singh will act as the first chair of the Audit Committee.

Corporate Governance

Upon the Closing, the Resulting Issuer will adopt certain corporate governance policies and practices. The disclosure set out below describes the Resulting Issuer's proposed approach to corporate governance.

Statement of Corporate Governance Practices

The Resulting Issuer's corporate governance disclosure obligations are set out in National Instrument 58-101 – Corporate Governance Disclosure ("NI 58-101"), National Policy 58-201 – Corporate Governance Guidelines ("NP 58-201") and National Instrument 52-110 – Audit Committees ("NI 52-110"). These instruments set out a series of guidelines and requirements for effective corporate governance (collectively, the "Guidelines"). The Guidelines address matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees, and the effectiveness and education of board members.

Set out below is a description of the Resulting Issuer's anticipated approach to corporate governance in relation to the Guidelines.

Board of Directors

Following the Closing, the Resulting Issuer Board is expected to initially consist of five directors, being Wouter Witvoet, Olivier Francois Roussy Newton, Jon Foster, Kent Thexton and Manpreet Singh. The directors will be elected by shareholders at each annual meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed, or their earlier resignation. The chair of the Resulting Issuer Board (the "Chair") will be Wouter Witvoet.

Independence of the Resulting Issuer Board

Under NI 58-101, a director is considered to be independent if they are independent within the meaning of NI 52-110. Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of the Resulting Issuer Board, be reasonably expected to interfere with a director's independent judgment. Based on information provided by each director concerning their background, employment and affiliations, it has been determined all of the directors will be independent, except for Wouter Witvoet and Olivier Francois Roussy Newton, each of whom will not be considered to be independent due to their positions as officers of the Resulting Issuer.

Meetings of Independent Directors

The Resulting Issuer Board believes that it will be able to facilitate independent judgment in carrying out its responsibilities. To enhance independent judgment, the independent members of the Resulting Issuer Board are expected to hold scheduled meetings without management and non-independent directors. The Resulting Issuer Board intends to encourage open and candid discussions among the independent directors by providing them with an opportunity to express their views on key topics before decisions are taken.

Resulting Issuer Board Charter

The Resulting Issuer Board will be responsible for supervising the management of the business and affairs of the Resulting Issuer, including providing guidance and strategic oversight to management. The Resulting Issuer Board will adopt a formal charter that includes responsibilities including:

appointing a Chief Executive Officer;
reviewing and approving annual operating plans and budgets;
reviewing and approving, on the recommendation of the Audit Committee, information for public dissemination according to the Resulting Issuer's continuous disclosure obligations;
reviewing, on an annual basis, the mandates of the Resulting Issuer Board and the mandates of the various committees of the Resulting Issuer Board; and
identifying the principal risks to Resulting Issuer's business and ensuring the implementation of appropriate systems and procedures to effectively monitor, manage and mitigate the impact of such risks, including requesting and reviewing reports from management on the status of risk management activities, reviewing reports on spending in relation to approved budgets, and overseeing the financial reporting process of the Resulting Issuer.

Position Descriptions

The Resulting Issuer Board is expected to adopt a written position description for the Chair, which is expected to set out the Chair's key responsibilities, including, among others, duties relating to setting Resulting Issuer Board meeting agendas, chairing the Resulting Issuer Board and shareholder meetings, and director development.

The Resulting Issuer Board is also expected to adopt a written position description for the Chief Executive Officer, which will set out the key responsibilities of the Chief Executive Officer, including providing overall leadership, developing a strategic plan, developing an annual budget that supports the strategic plan, supervising day-to-day management, and communicating with shareholders and regulators.

Director Term Limits and Mandatory Retirement

The Resulting Issuer Board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the Resulting Issuer Board expects to seek to maintain the composition of the Resulting Issuer Board in a way that provides, in the judgement of the Resulting Issuer Board, the best mix of skills and experience to provide for the overall stewardship.

Diversity

Given EVT's recent incorporation, the Resulting Issuer will initially only have a small board and management team. However, recognizing the benefits that diversity brings to an organization, the Resulting Issuer intends to adopt a diversity policy that encourages the Resulting Issuer Board and management to hire and engage personnel who have a diverse range of perspectives, insights and backgrounds, having regard to, among other things, gender, status, age, professional expertise, nationality, race and geographic background. While it is not currently anticipated that the Resulting Issuer will initially adopt a target percentage regarding the number of women on the Resulting Issuer Board or in senior management positions, or timeline for appointing same, the Resulting Issuer Board will evaluate the appropriateness of adopting targets in the future as the business grows.

Other Corporate Governance Matters

Nomination of Directors

The Compensation, Nomination and Governance Committee's role will be to recommend to the Resulting Issuer Board candidates for election as directors and candidates for appointment to the Resulting Issuer Board committees as set out in the Compensation, Nomination and Governance Committee Charter.

Code of Conduct

The Resulting Issuer expects to adopt a written code of business conduct and ethics ("Code of Conduct") following the Closing that applies to all of the officers, directors, employees of the Resulting Issuer. The objective of the Code of Conduct will be to provide guidelines for maintaining the integrity, trust and respect of the Resulting Issuer. The Code of Conduct is expected to address, among other things, compliance with laws, rules and regulations, conflicts of interest and confidentiality. The Corporate Governance and Compensation Committee will have ultimate responsibility for monitoring compliance with the Code of Conduct.

Board and Committee Assessment

The Compensation, Nomination and Governance Committee's role is expected to be to assess the effectiveness of the Resulting Issuer Board as a whole, the committees of the Resulting Issuer Board, and the contribution of individual directors. Directors will be expected to consider, among other things, the overall functioning and performance of the Resulting Issuer Board and its committees, the Resulting Issuer's management structure, the effectiveness of the Resulting Issuer's internal controls and financial reporting, ethics and compliance matters and accountability. It is expected that the chair of the Compensation, Nomination and Governance Committee will encourage discussion among the Resulting Issuer Board to evaluate its effectiveness as a whole, its committees, and its individual directors. All directors will also be encouraged to make suggestions for improvement of the practices of the Resulting Issuer Board at any time.

Compensation, Nomination and Governance Committee

Following the Closing, the Resulting Issuer expects to appoint a Compensation, Nomination and Governance Committee consisting of three directors, initially being Jon Foster, Kent Thexton and Manpreet Singh, each of whom are independent directors within the meaning of NI 52-110. Manpreet Singh will act as the first chair of the Compensation, Nomination and Governance Committee.

For additional details regarding the relevant education and experience of each member of the Compensation, Nomination and Governance Committee, see also "Information Concerning Resulting Issuer – Management".

The Resulting Issuer Board is expected to adopt a written mandate setting forth the responsibilities of the Compensation, Nomination and Governance Committee, which are expected to include:

reviewing and recommending to the Resulting Issuer Board the appropriate compensation level for the Resulting Issuer's senior management;
overseeing Resulting Issuer's compensation and benefit plans, policies and practices;
determining the qualifications, skills and other expertise required to be a director of the Resulting Issuer, and developing, and recommending to the Resulting Issuer Board for approval, criteria to be considered in selecting nominees for directorship;
reviewing the Resulting Issuer Board committee structure on an annual basis and recommending to Resulting Issuer Board any changes it considers necessary or desirable with respect to that structure;
reviewing and discussing with management the disclosure of the Resulting Issuer's corporate governance practices;
developing and overseeing an orientation program for new directors, which will include opportunities for meetings and discussion with senior management and other directors; and
developing and evaluating potential candidates for the Chief Executive Officer.

The assessment undertaken by the Compensation, Nomination and Governance Committee will address, among other things, individual director independence, individual director and overall the Resulting Issuer Board skills, and individual director financial literacy. The Resulting Issuer Board will receive and consider the recommendations from the Compensation, Nomination and Governance Committee regarding the results of the evaluation of the performance and effectiveness of the Resulting Issuer Board, committees of the Resulting Issuer Board, individual Resulting Issuer Board members, the Chair and committee chairs.

Key Governance Documents

Following completion of the Transaction, it is expected that many policies and practices will support the corporate framework of the Resulting Issuer. The following documents will constitute key components of Resulting Issuer's corporate governance system and are expected to be made available by the Resulting Issuer subsequent to completion of the Transaction:

Resulting Issuer Board Mandate
Audit Committee Charter
Compensation, Nomination and Governance Committee Charter
Majority Voting Policy for Director Elections
Corporate Disclosure and Trading Policy
Whistleblower Policy
Code of Conduct
Diversity Policy
Anti-Bribery Policy
Harassment Policy

Investor Relations Arrangements

Generation IACP Inc. has been engaged to provide the Company with investor relations services, including certain issuer trading services, as prescribed by an issuer trading services agreement entered into between EVT and Generation IACP Inc. dated February 17, 2022. Generational IACP Inc. is an arm's length party based in Toronto.

Native Ads, Inc. has been engaged to provide the Company with investor relations services, including digital media, marketing and data analytics services pursuant to a master services agreement entered into between EVT and Native Ads, Inc. dated January 2022. Native Ads, Inc. is an arm's length party based in New York.

Hybrid Financial Ltd. has been engaged to provide the Company with investor relations services, including marketing services pursuant to a marketing agreement entered into between EVT and Hybrid Financial Ltd. dated March 17, 2022. Hybrid Financial Ltd. is an arm's length party based in Toronto.

Auditor, Transfer Agent, and Registrar

Upon completion of the Transaction, it is expected that the Resulting Issuer's auditor will be McGovern Hurley LLP at its address at 251 Consumers Road, Suite 800, Toronto, Ontario M2J 4R3. The transfer agent and registrar for the Resulting Issuer Shares is expected to be TSX Trust Company at its office in Toronto, Ontario.

RISK FACTORS

The current business of EVT will be the business of the Resulting Issuer following completion of the Transaction. Accordingly, risk factors relating to EVT's business, the legal and economic climate in which it operates, and its present stage of development and proposed operations, will apply to the Resulting Issuer and the Resulting Issuer will be subject to significant risks. The following is a summary of certain risk factors relating to the Transaction and to the business of the Resulting Issuer (including EVT and MOKE France) and is qualified by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in the Filing Statement. The Resulting Issuer's future development and actual operating results may be very different from those expected as at the date of this Filing Statement. The risks presented below should not be considered exhaustive and may not be all of the risks that the Resulting Issuer may face. For example, EVT's future developments and operating results may vary substantially from those expected as of the date of this Filing Statement. If any of the following or other risks occur, EVT's business, prospects, financial condition, results of operations and cash flows could be materially adversely impacted. In that event, the trading price of the Resulting Issuer Shares could decline and investors could lose all or part of their investment. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks.

Readers should carefully consider all such risks, which include but are not limited to the following:

General Risks

An investment in securities of the Resulting Issuer is speculative and involves a degree of risk and should only be made by investors who can afford to lose their entire investment.

Prior to making an investment decision, investors should consider the investment risks set forth below and those described elsewhere in this document, which are in addition to the usual risks associated with such an investment. The directors of BSI and EVT consider the risks set forth below to be the most significant, but do not consider them to be all of the risks associated with an investment in securities of BSI, EVT or the Resulting Issuer. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the directors are currently unaware or which they consider not to be material in connection with the Resulting Issuer's business, actually occur, the Resulting Issuer's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Resulting Issuer's securities could decline and investors may lose all or part of their investment.

Risks relating to the Transaction

The Transaction may not be completed

The completion of the Transaction is subject to certain conditions outlined in the Amalgamation Agreement, including, but not limited to: (a) the receipt of NEO condition approval with respect to the listing of the Resulting Issuer Shares on the NEO; (b) the approval of the TSX Delisting; (c) BSI having the requisite approval of the BSI Meeting Matters; and (d) EVT having received requisite approval of EVT Shareholders for the Amalgamation. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained.

The Amalgamation Agreement may be terminated

The Amalgamation Agreement specifies that the parties' obligations to effect the Amalgamation are conditional upon the satisfaction of a number of conditions. If any of the conditions are not satisfied or waived, the Transaction may not be completed. Each of EVT and BSI has the right, in certain circumstances, to terminate the Amalgamation Agreement. Accordingly, there can be no certainty that the Amalgamation Agreement will not be terminated by either party prior to the completion of the Transaction.

Risks Related to EVT

EVT has a limited operating history

EVT has a limited history of operations and is in the early stage of development. As such, EVT will be subject to many risks common to early stage enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenue. There is no assurance that EVT will achieve its operating goals. There is no assurance that EVT will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. There can be no assurance that EVT will be able to earn material revenue or that any of its activities will generate positive cash flow.

EVT has incurred net losses since our inception and expects to incur increasing expenses and substantial losses for the foreseeable future.

EVT has incurred net losses since its inception, including net loss and comprehensive loss of approximately C$267,851 for the period from its inception to December 31, 2021. EVT expects to continue to incur substantial losses and increasing expenses in the foreseeable future.

EVT may require additional funds to finance its operations

Additional funds raised through debt or equity offerings may be needed to finance the Resulting Issuer's ongoing and future activities. There can be no assurance that EVT will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain additional financing could cause EVT to reduce or terminate its operations.

If additional funds are raised through further issuances of equity or securities convertible into equity, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of securities of the Resulting Issuer. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Resulting Issuer to obtain additional capital and to pursue business opportunities.

EVT is subject to competition from other electric vehicle companies

EVT will compete with other automobile and technology businesses within the electric vehicle sector and such competition is likely to increase if early entrants in the sector perform well. Competition could result in the Resulting Issuer being unable to: make accretive acquisitions; recruit or retain qualified employees or consultants; obtain necessary financing or capital; or achieve its projected financial performance. Increased competition could result in increased costs and lower prices for the Resulting Issuer's products which, in turn, could reduce profitability. Consequently, the Resulting Issuer's revenues, operations and financial condition could be materially adversely affected.

Single Vehicle Manufacturing Risk

Initially, the Resulting Issuer will rely primarily on EVT's MOKE business for revenue, which is dependent on the delivery by MIL of the MOKE Electric for the summer of 2022. If MIL, for whatever reason, fails to deliver on its contract with MOKE France to deliver such vehicles on time, the Resulting Issuer's car rental business could be materially adversely impacted by the lack of supply.

The ongoing COVID-19 pandemic may have an adverse effect of the business of EVT

The global COVID-19 pandemic continues to rapidly evolve and we cannot anticipate with any certainty the length or severity of the effects of COVID-19. The extent to which COVID-19 adversely impacts EVT's business will depend on future developments that are highly uncertain, such as the following: the ultimate severity of the disease; the duration of the outbreak or future outbreaks; travel restrictions imposed by governments or businesses in the markets in which the Resulting Issuer operates; the duration and scope of business closures or business disruptions; changes in customer travel preferences and demand; the impact of increasing unemployment on discretionary spending; the length of time it takes for rental pricing and volume and normal economic conditions to return; technology disruptions; the Resulting Issuer's relationships with vehicle manufacturers; the Resulting Issuer's liquidity position; the development of effective vaccines or treatments; and the effectiveness of actions taken to contain the disease and future outbreaks. COVID-19 could have a material adverse impact on the Resulting Issuer's customer demand, revenues and profitability. If the COVID-19 pandemic persists, the Resulting Issuer could experience rental cancellations and a material decline in forward bookings due to decreased customer demand as a result of a decrease in travel to France and fewer tourists.

Moreover, the Resulting Issuer expects the second and third quarter of the year to be the strongest quarters for its MOKE France rental business due to increased levels of leisure travel. COVID-19 has the potential to disrupt the Resulting Issuer's business during this period as governments try to take a grip on the new Omicron variant. Whether these disruptions during the Resulting Issuer's peak season will have a material adverse effect on its results of operations, financial condition, and cash flows depends on the severity of the government imposed restrictions.

Seasonality Risks

The Resulting Issuer expects that most of its revenue from MOKE France will be made during peak season between June and September each year. If any issues arise (such as another wave of COVID-19) that prevent the Resulting Issuer from operating at a high level during its peak season, there could be a material adverse impact on its revenues and profitability.

Supply Chain Risk

The Resulting Issuer will rely on MIL to produce the MOKE Electric on time and to deliver it against a reasonable wholesale price that leaves enough margin for MOKE France to have a profitable business. Through MIL, EVT is indirectly exposed to supply chain risk in areas such as: commodity prices and availability (particularly steel), rare earth metals (mainly cobalt), worldwide freight availability, semiconductors, and more. While the MOKE Electric does not have the complexity from an engineering and parts perspective as more complicated vehicles, supply chain risk remains a possible issue.

Counterfeit Risk

Like most luxury brands, MOKE France and MIL must deal with the existence of counterfeit or "look-a-like" products that aim to leverage the MOKE brand equity for economic gain. While there are several on-going processes aimed at stopping such counterfeits from being sold, it will remain difficult to completely stop counterfeits in the market. The impact on the business will be that the Resulting Issuer, whether as a group or through one of its subsidiaries, will have to invest in public relations and/or marketing to make customers aware of the difference between counterfeits and the genuine MOKE Electric produced by MIL.

Going Concern Risk

EVT's financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. EVT's future operations are dependent upon the identification and successful completion of equity or debt financings and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that EVT will be successful in completing equity or debt financings or in achieving profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would be necessary should EVT be unable to continue as a going concern.

The electric vehicle industry is very competitive, and we may be unable to compete with companies with greater financial or technical resources than us, which could negatively affect our operations.

The electric vehicle industry is characterized by rapid technological developments and a high degree of competition. Access to patents and other protection for technology and products, the ability to commercialize technological developments, access to necessary capital, access to market channels and the ability to obtain necessary approvals for testing, manufacturing and commercialization will impact EVT's potential success. Continued development in different product ranges will require continued investment in research and development. Lab equipment and capital expenditures will also be required for growing to larger ratings.

EVT will be competing with other technology firms in the electric vehicle space or with other companies with similar technologies. These companies, as well as academic institutions, government agencies and private research organizations, also compete with us in research and development, product development, and market and brand development. Additionally, these companies all compete for highly qualified scientific personnel and consultants, and capital from investors.

Timing of the market introduction of EVT's technology or of competitors' technologies or products may be an important competitive factor. Accordingly, the relative speed with which EVT can complete project development, conduct appropriate safety testing and manufacture, will also be determining factors in its ability to compete successfully in the markets it enters.

Ability to expand business and operations internationally may be affected by legal, regulatory, political, and economic risk

Expanding business and operations into new geographic markets will create certain challenges and risks as each geographic market has their own competitive conditions, user preferences, and discretionary spending patterns that are difficult to predict. EVT's limited operating experience in these markets contributes to the challenges and risks that EVT may face as it could prohibit its ability to benefit from any first-to-market advantages. International expansion could result in EVT requiring significant capital investment, which could strain the resources and adversely impact performance, while adding complexity to the current operations.

In addition, EVT may face operational issues that could have a material adverse effect on its reputation, business, and results of operations if certain factors are not addressed. These factors include but are not limited to the following: lack of acceptance of products and services; conforming products to regulatory and safety requirements; failure to attract and retain capable talents with international perspectives; availability, reliability, and security of international payment systems; and exchange rate fluctuations.

EVT may be unable to adequately control the costs associated with its operations, even with continued refinement of its budget. Significant costs are expected related to procuring raw materials required to manufacture and assemble vehicles, which may be passed on to EVT. The prices for and availability of these raw materials fluctuate depending on factors beyond EVT's control. EVT's business also depends on the continued supply of battery cells for the vehicles to be provided by MIL, as the manufacturer of MOKE products. EVT is exposed to multiple risks relating to availability and pricing of quality lithium-ion battery cells. In addition, a global semiconductor supply shortage is having wide-ranging effects across the automotive industry and may negatively impact the supply needed for our testing and production timeline.

The COVID-19 crisis has caused and may continue to cause (i) disruptions to supply chains, including access to critical raw materials and components, many of which require substantial lead time, or cause a substantial increase in the price of those items, (ii) an increase in other costs as a result of EVT's efforts to mitigate the effects of COVID-19, and (iii) delays in commercial production of the products to ultimately be sold by EVT. Furthermore, currency fluctuations, tariffs or shortages in petroleum, steel and aluminum or other raw materials and other economic or political conditions have resulted and may continue to result in significant increases in freight charges and raw material costs, delays in obtaining critical materials or changes in the specifications for those materials. Substantial increases in the prices for our raw materials or components have increased and may continue to increase our operating costs, and could reduce our margins. In addition, a growth in popularity of electric vehicles without a significant expansion in battery cell production capacity or sufficient availability of semiconductors could result in shortages, which would increase our cost of materials or impact our prospects. These factors could also delay our overall production timeline and limit production volume.

Ability to Generate Profits

There can be no assurance that the Resulting Issuer will generate net profits in future periods. Further, there can be no assurance that the Resulting Issuer will be cash flow positive in future periods. In the event that the Resulting Issuer fails to achieve profitability in future periods, the value of the Resulting Issuer Shares may decline. In addition, if the Resulting Issuer is unable to achieve or maintain positive cash flows, the Resulting Issuer would be required to seek additional funding, which may not be available on favourable terms, if at all.

Market risk for securities

There can be no assurance that an active trading market for the Resulting Issuer's shares will be sustained. The market price for the Resulting Issuer Shares may be subject to wide fluctuations. Factors such as COVID-19, inflation, share price movements of peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the Resulting Issuer's securities. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies. Market forces may render it difficult or impossible for the Resulting Issuer to secure investors to purchase its securities at a price which will not lead to severe dilution to existing shareholders, or at all. In addition, shareholders may realize less than the original amount invested on dispositions of their Resulting Issuer Shares during periods of such market price decline.

Foreign exchange risk

The Resulting Issuer is a Canadian company, and most of its fundraising is done in Canadian dollars, however, its operations are currently predominantly denominated in foreign currencies. As a result, the Resulting Issuer will be subject to foreign exchange risks relating to the relative value of foreign currencies as compared to the Canadian dollar. A relative decline in the foreign currencies in which the Resulting Issuer derives the majority of its revenues could result in a decrease in the real value of the Resulting Issuer's revenues and adversely impact financial performance.

Risk of volatile markets

Unexpected and unpredictable events including a widespread health crisis or global pandemic, and events such as war and occupation, terrorism, political unrest and geopolitical risks may lead to adverse effects on world economies and markets generally, including Canadian, U.S., France and other economies and securities markets. For example, the spread of COVID-19 has caused volatility in the global financial markets, resulted in significant disruptions to global business activity, and threatened a slowdown in the global economy. In addition, the global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a fullscale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets and interest rates.

Tax

No assurance can be given that new taxation rules will not be enacted or existing rules will not be applied in a manner which could result in the Resulting Issuer being subject to additional taxation or which could otherwise have a material adverse effect on the Resulting Issuer's results from operations and financial condition.

The Resulting Issuer may be subject to limitations on the repatriation of earnings in each of the countries where it does business. In particular, there may be significant withholding taxes applicable to the repatriation of funds from foreign countries to Canada. There can be no assurance that changes in regulations, including tax treaties, in and among the relevant countries where the Resulting Issuer or its subsidiaries do business will not take place, and if such changes occur, they may adversely impact the Resulting Issuer's ability to receive sufficient cash payments from its subsidiaries.

Litigation Risks

Litigation and other claims may arise in the ordinary course of the Resulting Issuer's business and, in addition to product or services-oriented allegations and personal injury claims, litigation could include securities law compliance, employee and customer claims, commercial disputes and intellectual property issues. These claims can raise complex factual and legal issues that are subject to risks and uncertainties and could require significant management time. Litigation and other claims against the Resulting Issuer, even if the Resulting Issuer is ultimately successful, could result in unexpected expenses and liabilities, which could materially adversely affect its operations, reputation and financial condition.

Management of the Resulting Issuer's Growth

Significant growth in the business, as a result of acquisitions or otherwise, could place a strain on the Resulting Issuer's managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve the Resulting Issuer's technical, administrative and financial controls and reporting systems. No assurance can be given that the Resulting Issuer will succeed in these efforts. The failure to effectively manage and improve these systems could increase costs, which could have a materially adverse effect on the Resulting Issuer's operating results and overall performance.

Reliance on Key Personnel

The Resulting Issuer's future growth and its ability to develop depend, to a significant extent, on its ability to attract and retain highly qualified personnel. The Resulting Issuer will rely on a limited number of key employees, consultants and members of senior management and there is no assurance that the Resulting Issuer will be able to retain such key employees, consultants and senior management. The loss of one or more of such key employees, consultants or members of senior management, if not replaced, could have a material adverse effect on the Resulting Issuer's business, financial condition and prospects.

No Plans to Pay Dividends

The Resulting Issuer does not currently have plans to pay regular dividends on its Resulting Issuer Shares. Any declaration and payment of future dividends to holders of Resulting Issuer Shares will be at the sole discretion of the Resulting Issuer Board and will depend on many factors, including the financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations of the Resulting Issuer that the Resulting Issuer Board deems relevant.

Intellectual Property Rights

The Resulting Issuer may in the future seek patent or other protection for its intellectual property rights. If the Resulting Issuer is unable to obtain patents or otherwise protect its trade secrets or other intellectual property and operate without infringing on the proprietary rights of others, its business, financial condition and results of operations could be materially adversely affected.

The Business of EVT may be exposed to cybersecurity risks

access, such as causing denial-of-service attacks on websites (e.g., efforts to make network services unavailable to intended users). A cyber incident that affects EVT might cause disruptions and adversely affect its business operations, and might also result in violations of applicable law (e.g., personal information protection laws), each of which might result in potentially significant financial losses and liabilities, regulatory fines and penalties, reputational harm, and reimbursement and other compensation costs. In addition, substantial costs might be incurred to investigate, remediate and prevent cyber incidents.

The industry and technology are rapidly evolving and may be subject to unforeseen changes

The EV market is subject to ongoing developments which may subject EVT to unanticipated changes. As new developments unfold, EVT may expect to modify its business model which could cause material adverse effect on its business, results of operation, financial condition, and prospects.

EVT may not be able to keep up with EV technology developments and, as a result, its competitiveness may suffer. EVT expects to keep up with new technologies by upgrading or adapting to changes; however, there can be no assurance that EVT will be able to compete effectively with the latest technology integrated into the electric vehicles. Furthermore, developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy, may materially and adversely affect EVT's business model in ways it does not currently anticipate.

Future growth depends on the demand for, and upon consumers' willingness to adopt EV

Certain conditions in the automobile market will impact the demand for automobile sales of EVT. The demand will depend upon the adoption by consumers of new energy vehicles in general and changing consumer demands and behaviours. There are several factors that may influence the adoption of alternative fuel vehicles, and specifically EV. These factors include but are not limited to the limited range over which EV may be driven on a single battery charge; the decline of an EV range from deterioration over time in the battery's ability to hold a charge; improvements in the fuel economy of the internal combustion engine; and perceptions about and the actual cost of alternative fuel.

Business depends heavily on the ability to build a brand and attracting and retaining customers

EVT is heavily dependent on its ability to develop, maintain and strengthen its and the MOKE brand. Without a brand, EVT expects to lose the opportunity to build a large following of customers. Promoting and positioning EVT will likely depend significantly on its ability to produce high quality EV and services, both of which, EVT has limited experience in. EVT further expects that its ability to develop, maintain and strengthen its brand will depend on the success of user development and branding efforts, which may incur increased expenses.

Resulting Issuer Risks

Dependence on Business and Industry Expertise of Management Team

The Resulting Issuer is dependent on the business and industry expertise of its management team. If it is unable to rely on this business and industry expertise, or if any of the expertise is inadequately performed, the business, financial condition and results of the operations of the Resulting Issuer could be materially adversely affected until such time as the expertise could be replaced.

Necessary approvals may not be obtained

The completion of the Transaction and the listing of the Resulting Issuer Shares on the NEO Exchange are subject to the satisfaction of a number of conditions, including Final Exchange Approval. There can be no assurance that all of the necessary approvals will be obtained. If the Transaction, as contemplated by the Amalgamation Agreement, is not completed for these reasons or for any others, EVT and BSI will have incurred significant costs associated with the failed implementation of the Transaction.

The requirements of being a public company may strain the Resulting Issuer's resources, divert management's attention and affect its ability to attract and retain management and qualified board members

As a reporting issuer, the Resulting Issuer will be subject to the reporting requirements of applicable securities laws of the jurisdictions in which it is a reporting issuer, the listing requirements of the NEO Exchange, and other applicable securities rules and regulations. Compliance with those rules and regulations could increase the Resulting Issuer's legal and financial costs, make some activities more difficult, time consuming or costly, and increase demand on the Resulting Issuer's systems and resources.

Enforcement of judgments against foreign persons may not be possible

Investors should be aware that some of the directors and officers of the Resulting Issuer will be located outside of Canada and, as a result, it may not be possible for shareholders of the Resulting Issuer to effect service of process within Canada upon these persons. All or a substantial portion of the assets of these persons are likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against such persons in Canada or to enforce a judgment obtained in Canadian courts against such persons outside of Canada. The directors and officers of the Resulting Issuer who are located outside of Canada have appointed the Resulting Issuer as agent for service of process.

GENERAL MATTERS

Experts

The following professional persons have prepared reports or provided opinions that are either included in or referred to in this Filing Statement:

McGovern Hurley LLP, Chartered Professional Accountants have provided an auditors' report on the financial statements of EVT for the fiscal year from the date of incorporation (August 16, 2021) to December 31, 2021, a copy of which is attached hereto as part of Schedule "D".
McGovern Hurley LLP, Chartered Professional Accountants have provided auditors' report on the financial statements of BSI for the fiscal year ended July 31, 2021, a copy of which is attached hereto as part of Schedule "A".

Except as disclosed herein, no person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds more than 1% beneficial interest, direct or indirect, in any property of the Resulting Issuer or of an associate or affiliate of the Resulting Issuer and no such person is expected to be elected, appointed or employed as a director, senior officer or employee of the Resulting Issuer or of an associate or affiliate of the Resulting Issuer and no such person is a promoter of the Resulting Issuer or an associate or affiliate of BSI or the Resulting Issuer.

McGovern Hurley LLP has informed EVT and BSI that it is independent with respect to the Resulting Issuer.

Other Material Facts

There are no material facts about EVT, BSI, the Resulting Issuer or the Transaction that are not disclosed under the preceding items and are necessary in order for the Filing Statement to contain full, true and plain disclosure of all material facts relating to EVT, BSI, and the Resulting Issuer, assuming Closing of the Transaction.

Board Approval

This Filing Statement has been approved by the board of directors of each of EVT and BSI. Where information contained in this Filing Statement rests particularly with the knowledge of a Person other than EVT and BSI, each has relied upon information furnished by such Person.

CERTIFICATE OF BLUE SKY ENERGY INC.

Dated: April 4, 2022

The foregoing, as it relates to Blue Sky Energy Inc., constitutes full, true and plain disclosure of all material facts relating to the securities of Blue Sky Energy Inc.

(signed) "Kenny Choi"		(signed)"Ryan Ptolemy"
Name:	Kenny Choi	Name:	Ryan Ptolemy
Title:	Chief Executive Officer	Title:	Chief Financial Officer

On behalf of the board of directors of Blue Sky Energy Inc.

(signed) "Ron Hite" (signed) "Orlando Bustos"

Name: Ron Hite Name: Orlando Bustos Title: Director Title: Director

CERTIFICATE OF EV TECHNOLOGY GROUP INC.

Dated: April 4, 2022

The foregoing, as it relates to EV Technology Group Inc., constitutes full, true and plain disclosure of all material facts relating to the securities of EV Technology Group Inc.

(signed) "Wouter Witvoet"		(signed)"David Maher"
Name:	Wouter Witvoet	Name:	David Maher
Title:	Chief Executive Officer	Title:	Chief OperatingOfficer

On behalf of the board of directors of EV Technology Group Inc.

	(signed) "Wouter Witvoet"	(signed) "David Maher"
Name:	Wouter Witvoet	Name:	David Maher
Title:	Director	Title:	Director

SCHEDULE "A" AUDITED FINANCIAL STATEMENTS OF BSI FOR THE FISCAL YEAR ENDED JULY 31, 2021

(Please see attached)

BLUE SKY ENERGY INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended July 31, 2021 and 2020

(Expressed in Canadian Dollars)

Independent Auditor's Report

To the Shareholders of Blue Sky Energy Inc.

Opinion

We have audited the consolidated financial statements of Blue Sky Energy Inc. and its subsidiary (the "Company"), which comprise the consolidated statements of financial position as at July 31, 2021 and 2020, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders' deficiency and consolidated statements of cash flows for the years 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 consolidated financial position of the Company as at July 31, 2021 and 2020 and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").

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 consolidated 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 consolidated financial statements in Canada. 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 incurred a net loss during the year ended July 31, 2021 and, as of that date, the Company's current liabilities exceeded its current assets. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that material uncertainties exist that 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 Management's Discussion and Analysis and the information, other than the consolidated financial statements and our auditor's report thereon, included in the Annual Report.

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.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we 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.

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 IFRS, 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 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement 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 risks 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 of the audit resulting in this independent auditor's report is Chris Milios.

McGovern Hurley LLP

Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario October 29, 2021

BLUE SKY ENERGY INC. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

($ Canadian)	July 31, 2021	July 31, 2020
ASSETS
Current
Cash	$9,619	$1,504
Amounts receivable (Note 4)	3,865	6,009
Prepaid expenses and deposits	3,349	1,500
Total assets	$16,833	$9,013
LIABILITIES
Current
Accounts payable and accrued liabilities (Notes 6 and 11)	$1,922,450	$1,556,000
Loans payable (Notes 6 and 11)	501,336	487,713
Total liabilities	2,423,786	2,043,713
SHAREHOLDERS' DEFICIENCY
Common shares (Note 7(b))	2,840,921	2,840,921
Contributed surplus (Note 7(c))	505,747	688,577
Deficit	(5,753,621)	(5,564,198)
Total shareholders' deficiency	(2,406,953)	(2,034,700)
Total liabilities and shareholders' deficiency	$16,833	$9,013

Nature and continuance of operations (Note 1) Commitments and contingencies (Note 10) Subsequent events (Note 14)

APPROVED ON BEHALF OF THE BOARD ON October 29, 2021:

Signed "Ron Hite" , DIRECTOR

Signed "Orlando Bustos" , DIRECTOR

BLUE SKY ENERGY INC.

CONSOLIDATED STATEMENTS OF (LOSS) AND COMPREHENSIVE (LOSS)

	Year ended
($ Canadian)		July 31, 2021		July 31, 2020
Expenses
Wages, salaries and consulting fees (Note 11)	$	295,898	$	(119,429)
Professional fees		17,974		28,668
General office expenses		77,184		78,800
Travel expenses		-		67
Share-based compensation (Notes 7(c) and 11)		257,680		-
Shareholder communications and filing fees		10,504		24,248
Foreign exchange loss		93		204
Concession from creditor (Note 6)		(69,712)		-
Total expenses before other income and expenses		589,621		12,558
Other income and expenses
Interest (expense)		(40,312)		(41,324)
Net and comprehensive (loss) for the year	$	(629,933)	$	(53,882)
Basic and diluted (loss) per share		(0.02)		(0.00)
Weighted average number of common shares outstanding
basic and diluted (Note 9)		30,884,961		30,884,961

BLUE SKY ENERGY INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY

($ Canadian)	Common Shares		ContributedSurplus	Deficit	Shareholders'Deficiency
	#	$	$	$	$
Balance, July 31, 2020	30,884,961	2,840,921	688,577	(5,564,198)	(2,034,700)
Option grant (Note 7(c))	-	-	257,680	-	257,680
Expired stock options (Note 7(c))	-	-	(440,510)	440,510	-
Loss for the year	-	-	-	(629,933)	(629,933)
Balance, July 31, 2021	30,884,961	2,840,921	505,747	(5,753,621)	(2,406,953)
Balance, July 31, 2019	30,884,961	2,840,921	802,375	(5,624,114)	(1,980,818)
Expired stock options (Note 7(c))	-	-	(113,798)	113,798	-
Loss for the year	-	-	-	(53,882)	(53,882)
Balance, July 31, 2020	30,884,961	2,840,921	688,577	(5,564,198)	(2,034,700)

BLUE SKY ENERGY INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended
($ Canadian)		July 31, 2021		July 31, 2020
CASH (USED IN) PROVIDED BY:OPERATING ACTIVITIES
Net (loss)	$	(629,933)	$	(53,882)
Items not involving cash:
Interest accrued (Note 6)		40,312		41,302
Share-based compensation (Note 7(c))		257,680		-
Concession from creditor (Note 6)		(69,712)		-
		(401,653)		(12,580)
Net change in non‑cash working capital		366,745		(41,103)
Net cash flows (used in) operating activities		(34,908)		(53,683)
FINANCING ACTIVITIESProceeds from loans payable (Note 6)Repayment of loans payable (Note 6)		43,023-		60,500(5,500)
Net cash flows provided by financing activities		43,023		55,000
Effect of exchange rate change		-		(368)
CHANGE IN CASH DURING THE YEAR		8,115		949
CASH, beginning of the year		1,504		555
CASH, end of the year	$	9,619	$	1,504
SUPPLEMENTAL INFORMATION:Interest paid	$	-	$	22

For the years ended July 31, 2021 and 2020

1. NATURE AND CONTINUANCE OF OPERATIONS

Blue Sky Energy Inc. (the "Company" or "Blue Sky") is a public company and trades on the NEX board of the TSX Venture Exchange ("TSXV") under the symbol "BSI.H". The Company was continued into Ontario, Canada on September 27, 2013 with a registered office address of 198 Davenport Road, Toronto, Ontario, M5R 1J2. Blue Sky is an international oil and gas exploration company, primarily engaged in exploring potential opportunities in the domestic and international oil and gas sector with a focus on competitive and stable energy jurisdictions.

Going concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The business of exploration for oil and gas involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable oil and gas operations. The Company's continued existence is dependent upon the acquisition of oil and gas properties, preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis.

The Company does not have any operating assets that generate revenues, does not have proven reserves and had a net loss of $629,933 during the year ended July 31, 2021 (July 31, 2020 – $53,882). As at July 31, 2021, the Company had a working capital deficiency of $2,406,953 (July 31, 2020 - $2,034,700). Consequently, the Company's ability to continue as a going concern is dependent on the Company's ability to obtain additional financing if, as and when required, and, ultimately, the attainment of profitable operations or the profitable sale of the Company's exploration interests. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

These consolidated financial statements do not give effect to adjustments that would be necessary and could be material to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

Statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee.

Basis of presentation

The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The consolidated financial statements are presented in Canadian dollars unless otherwise noted.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of consolidation

These consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary Sonoro Energy Iraq B.V. ("Sonoro Iraq").

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiary after eliminating inter-entity balances and transactions.

Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

Foreign currency translation

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Canadian parent company is the Canadian dollar. The Company's subsidiary, Sonoro Iraq, has a functional currency of the Iraqi Dinar. The reporting currency of the Company is the Canadian dollar.

For individual subsidiary accounts, transactions in foreign currencies are recorded in the functional currency at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in profit and loss.

For presentation of the Company's consolidated accounts, if the functional currency of the Company or its subsidiary is different from the presentation currency as at the reporting date, the assets and liabilities are translated into the presentation currency at the rate ruling at the statement of financial position date and the statement of (loss) and comprehensive (loss) is translated using the average exchange rate for the period. The foreign exchange differences are taken directly to a separate component of equity. On disposal of a foreign entity the deferred cumulative amount recognized in equity relating to the particular operation is recognized in the consolidated statements of (loss) and comprehensive (loss).

Use of estimates and judgments

The preparation of the Company's consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Exploration and evaluation expenditures

Pre-exploration costs

Costs that are incurred prior to obtaining the legal right to explore, develop or extract resources are recognized as expenses in the consolidated statement of (loss).

For the years ended July 31, 2021 and 2020

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Exploration and evaluation expenditures (continued)

Exploration and evaluation expenditures

Exploration and evaluation costs are those expenditures incurred on projects where the Company has a legal right to explore and for which technical feasibility and commercial viability have been determined. These costs are initially capitalized as exploration and evaluation assets and include acquisition of rights to explore, exploration drilling, and any other activities relating to evaluation of technical feasibility and commercial viability of extracting oil and gas resources. The Company expenses items that are not directly attributable to exploration and evaluation assets.

Expenditures that are capitalized are recorded at cost. Costs that are capitalized are accumulated in cost centers by well, field or exploration area pending determination of technical feasibility and commercial viability.

When technical feasibility and commercial viability is determinable, exploration and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from exploration and evaluation assets to a separate category within property and equipment referred to as oil and natural gas development and production assets. The Company recognized an impairment of exploration and evaluation expenditures of $nil during the year ended July 31, 2021 (July 31, 2020 - $nil).

Provisions

General

Provisions are recognized when (a) the Company has a present obligation (legal or constructive) as a result of a past event, and (b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.

The expense relating to any provision is presented in the consolidated statement of operations, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost in the consolidated statement of operations.

Onerous contracts

Onerous contracts are present obligations arising under onerous contracts that are recognized and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

Decommissioning obligations

The Company records a liability for the fair value of legal or constructive obligations associated with the decommissioning of long-lived tangible assets in the period in which they are incurred. The decommissioning liability is recognized at the present value of the estimated future cash flow associated with the decommissioning of the applicable assets or properties. On recognition of the liability there is a corresponding increase in the carrying amount of the related asset known as the decommissioning cost, which is depleted on a unit-ofproduction basis over the life of the reserves. The liability is adjusted each reporting period to reflect the passage of time using the discount rate, with the interest charged to earnings, and for revisions to the estimated future cash flows. Actual costs incurred upon settlement of the obligations are charged against the liability.

As at July 31, 2021 and 2020, the Company did not have any decommissioning obligations.

For the years ended July 31, 2021 and 2020

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash

Cash includes cash on hand and deposits held with banks that have a maturity of less than three months at the date they are acquired.

Financial assets and liabilities

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either fair value through profit or loss ("FVPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized costs", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost.

Subsequent measurement – financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the consolidated statements of (loss). The Company measures cash and amounts receivable at amortized cost.

Subsequent measurement – financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of (loss). The Company does not measure any financial assets at FVPL.

Subsequent measurement – financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

For the years ended July 31, 2021 and 2020

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial assets and liabilities (continued)

Subsequent measurement – financial assets at FVOCI (continued)

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the consolidated statements of comprehensive (loss). When the investment is sold, the cumulative gain or loss is not reclassified to profit or loss.

Dividends from such investments are recognized in other income in the consolidated statements of (loss) when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

The Company's only financial assets subject to impairment are amounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, amounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. All financial liabilities are recognized initially at fair value.

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The Company's financial liabilities include accounts payable and accrued liabilities, and loans payable, which are each measured at amortized cost.

Subsequent measurement – financial liabilities at FVPL

Financial liabilities measured at FVPL include any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial liabilities measured at FVPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of (loss). The Company does not measure any financial liability as financial liability at FVPL.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of (loss).

For the years ended July 31, 2021 and 2020

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Share capital

Proceeds from the issuance of common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The Company has issued options to acquire common shares to directors, officers, employees and consultants of the Company. These options are accounted for using the fair-value method which estimates the value of the options at the date of the grant using the Black-Scholes option pricing model. The fair-value thus established is recognized as compensation expense over the vesting period of the options with an equivalent increase to contributed surplus. The amount in contributed surplus relates to unexpired awards which have vested and when exercised the value in contributed surplus is transferred to common shares. A forfeiture rate is estimated on the grant date and is subsequently adjusted to reflect the actual number of options that vest.

Interest income

Interest income is reported on an accrual basis using the effective interest method.

Finance costs

Finance costs include interest expenses and other costs in association to borrowing funds as well as any expense relating to accretion incurred in relation to Blue Sky's decommissioning obligations (if any). All applicable borrowing costs attributable to qualifying assets, which are assets that take more than twelve months to construct, are to be capitalized along with the corresponding asset until that asset is ready for use. All other borrowing costs are recognized in net loss as incurred.

Income taxes

Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(Loss) per share

Basic (loss) per share is calculated using the weighted average number of shares outstanding during the period. Diluted (loss) per share is calculated by assuming that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted loss per share calculation. The diluted (loss) per share calculation excludes any potential conversion of options and warrants that would be anti-dilutive.

Future accounting pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after August 1, 2021. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company's consolidated financial statements.

IAS 1 – Presentation of Financial Statements ("IAS 1") was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company's right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company's own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.

Other accounting changes

Effective August 1, 2020, the Company adopted the amendments to IAS 1 – Presentation of Financial Statements ("IAS 1") and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") which refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The adoption of the amendments to these standards did not have a material impact on the Company's consolidated financial statements.

3. CRITICAL JUDGEMENTS AND ESTIMATION UNCERTAINTIES

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes to the financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results could differ from those estimates and these estimates could be material.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Assets' carrying values and impairment charges

In the determination of carrying values and impairment charges, management looks at the higher of recoverable amount or fair value less costs to sell in the case of assets and at objective evidence, significant or prolonged decline of fair value on financial assets indicating impairment. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period.

3. CRITICAL JUDGEMENTS AND ESTIMATION UNCERTAINTIES (continued)

Share-based payments and warrants

Management determines costs for share-based payments and warrants using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Similar calculations are made in order to value warrants. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Contingencies and provisions

Contingencies can be either possible assets or possible liabilities arising from past events which, by their nature, will only be resolved when one or more future events not wholly within our control occur or fail to occur. The assessment of such contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. In assessing loss contingencies related to legal proceedings that are pending against us or un-asserted claims, that may result in such proceedings or regulatory or government actions that may negatively impact our business or operations, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or un-asserted claims or actions as well as the perceived merits of the nature and amount of relief sought or expected to be sought, when determining the amount, if any, to recognize as a contingent liability or assessing the impact on the carrying value of assets. Contingent assets are not recognized in the consolidated financial statements.

Foreign currency determination

Under IFRS, each entity must determine its own functional currency, which becomes the currency that entity measures its results and financial position in. Judgment is necessary in assessing each entity's functional currency. In determining the functional currencies of the Company and its subsidiaries, the Company considered many factors, including the currency that mainly influences sales prices for goods and services, the currency of the country whose competitive forces and regulations mainly determine the sales prices, and the currency that mainly influences labour material and other costs for each consolidated entity.

4. AMOUNTS RECEIVABLE

Amounts receivable balances as at July 31, 2021 and July 31, 2020 consist of amounts receivable from the Government of Canada for Harmonized Sales Taxes (HST).

5. EXPLORATION AND EVALUATION EXPENDITURES

On November 29, 2016, the Company acquired from Sonoro Energy International Holdings B.V. (the "Vendor") all the issued and outstanding shares of Sonoro Iraq, a company incorporated in the Netherlands and the designated operator and holder of the license agreement with the Al-Salah ad Din Provincial Government of Iraq for bitumen exploration and asphalt production (the "Salah ad Din License") defined in the license as hydrocarbons with an API gravity of less than 25 degrees.

For the years ended July 31, 2021 and 2020

5. EXPLORATION AND EVALUATION EXPENDITURES (continued)

On March 15, 2017, the Company announced that it had received a letter from the Republic of Iraq Salah Ad Din Investment Commission confirming the resumption of work and removal of Force Majeure status related to the Asphalt License that the Company controls through its subsidiary, Sonoro Iraq, subject to securing an investment license. Once the investment license is granted, the Company can plan a new work program. To date, the Company is still waiting for the grant of the investment license.

There were no exploration and evaluation expenditures for the years ended July 31, 2021 and 2020.

6. TRADE AND OTHER PAYABLES

	July 31, 2021	July 31, 2020
Accounts payable and other	$1,459,060	$1,328,111
Accrued liabilities	463,390	227,889
Total accounts payable and accrued liabilities	$1,922,450	$1,556,000
Loans payable	501,336	487,713
Balance, total liabilities	$2,423,786	$2,043,713

The Company incurred an unsecured loan from Aberdeen International Inc. on May 10, 2017 of $50,000 which was subsequently increased to $250,000 on May 15, 2017 with an original maturity date of July 5, 2017. Interest accrues at 12% annually. The loan maturity was extended until December 31, 2017 with the payment of an arrangement fee of $12,500. On February 9, 2021, the loan was further extended to October 31, 2021. As at July 31, 2021, the loan balance including accrued interest and arrangement fees was $388,993 (July 31, 2020 - $358,993).

A loan of $62,500 from 2227929 Ontario Inc. was included in accounts payable and accrued liabilities as at July 31, 2019. It was non-interest bearing and due on demand. On August 16, 2019, this loan was reclassified to loans payable as a loan agreement was made with 2227929 Ontario Inc. where it accrued interest at 12% annually and had a maturity date of February 18, 2020. During the year ended July 31, 2021, the Company recorded a concession from creditor of $69,172 related to the principal plus interest accrued on this loan. During August 2019, an additional loan of $5,500 was received from 2227929 Ontario Inc. and repaid by the Company. On February 6, 2020, and September 29, 2020, the Company drew down additional amounts of $35,000 and $3,023, respectively, on the loan. On August 16, 2021, the maturity date of the loan was extended to February 18, 2022. The loan is unsecured. As at July 31, 2021, the loan balance including accrued interest was $44,552 (July 31, 2020 - $106,738).

On October 26, 2020, the Company incurred another unsecured loan from 2227929 Ontario Inc. of $30,000 with a maturity date of June 1, 2021. The Company drew down $30,000 on the loan on October 29, 2020 and $10,000 on January 29, 2021. On June 1, 2021, the maturity date of the loan was extended to June 1, 2022. Interest accrues at 12% annually. As at July 31, 2021, the balance of the loan, including interest accrued, was $43,409 (July 31, 2020 - $nil).

On September 16, 2019, the Company incurred an unsecured loan from Medivolve Inc. (formerly Questcap Inc.) in the amount of $10,000 which accrues interest at 12% annually. On June 29, 2020, the maturity date of the loan was extended to June 30, 2021 and on June 30, 2021 was further extended to June 30, 2022 from its original maturity date of June 30, 2020. As at July 31, 2021, the loan balance including accrued interest was $12,252 (July 31, 2020 - $11,052).

On October 23, 2019, the Company incurred an unsecured loan from Sulliden Mining Inc. in the amount of $10,000 which accrues interest at 12% annually and had a maturity date of June 30, 2020. On June 30, 2020, the loan was extended to January 31, 2021 and on February 10, 2021 was further extended to October 31, 2021. As at July 31, 2021, the loan balance including accrued interest was $12,130 (July 31, 2020 - $10,930).

7. CAPITAL STOCK

a. Authorized

Unlimited number of common shares, without par value Unlimited number of 1st and 2nd preferred shares, without par value, issuable in series

b. Common shares issued

	Number of shares	Amount
Balance at July 31, 2021, July 31, 2020 and July 31, 2019	30,884,961	$2,840,921

There were no new common shares issued for the years ended July 31, 2021 and 2020.

c. Contributed surplus

The Company has granted options for the purchase of common shares to its directors, officers, consultants and employees. The aggregate number of shares that may be issuable pursuant to options granted under the Stock Option Plan will not exceed 10% of the issued common shares of the Company at the date of grant. No more than 5% of the issued shares of the Company may be granted to any one optionee, and no more than 2% of the issued shares of the Company may be granted to any one consultant or person engaged in investor relations activities in any 12 month period. The options are non-transferable and non-assignable and may be granted for a term not exceeding five years. The exercise price of the options may not be less than the market price of the Blue Sky common shares at the time of the option grant.

On October 31, 2019, 125,000 options expired, unexercised.

On November 30, 2019, 30,000 options expired, unexercised.

On January 26, 2021, the Company granted a total of 2,640,00 stock options to certain directors, officers, and consultants of the Company pursuant to the Company's stock option plan. All options vest immediately. Each stock option may be exercised at a price of $0.155 per option for a period of five years from the date of grant. The fair market value of the options vested was estimated to be $257,680 using the Black Scholes option pricing model based on the following assumptions: risk free rate of 0.42%, expected volatility of 79%, based on the Company's historical volatility, an estimated life of 5 years and an expected dividend yield of 0%.

During the year ended July 31, 2021, 600,000 options expired, unexercised.

As at July 31, 2021, the following stock options were outstanding:

Number of	Number of	Grant	Expiration	Exercise			Grant date
options	options	date	date	price	Estimated	Expected	Expected	Expected	Risk-free
outstanding exercisable					fair value	volatility	life	dividend	interest
					vested		(years)	yield	rate
240,000	240,000	8-Feb-17	8-Feb-22	$0.80	$ 176,205	154%	5	0%	1.01%
50,000	50,000	8-Feb-17	8-Feb-22	$1.00	$36,324	154%	5	0%	1.01%
50,000	50,000	8-Feb-17	8-Feb-22	$1.50	$35,538	154%	5	0%	1.01%
2,640,000		2,640,000 26-Jan-21	26-Jan-26	$0.155	$ 257,680	79%	5	0%	0.42%
2,980,000	2,980,000			0.24 $	$ 505,747

The weighted average remaining life of the outstanding options is 4.04 years (July 31, 2020 – 1.53 years).

For the years ended July 31, 2021 and 2020

7. CAPITAL STOCK (continued)

c. Contributed surplus

Option transactions during the years were as follows:

	Number of	Weighted average
	stock options	exercise price ($)
Balance, July 31, 2019	1,095,000	0.84
Expired	(155,000)	0.80
Balance, July 31, 2020	940,000	0.85
Expired	(600,000)	0.80
Granted	2,640,000	0.155
Balance, July 31, 2021	2,980,000	0.24

8. INCOME TAXES

a. Provision for income taxes

Major items causing the Company's effective income tax rate to differ from the combined Canadian federal and provincial statutory rate of 26.5% (2020– 26.5%) were as follows:

	2021$	2020$

(Loss) before income taxes	(629,933)	(53,882)
Expected income tax recovery based on statutory rate	(167,000)	(14,000)
Adjustment to expected income tax recovery:
Share based compensation	68,000	-
Permanent differences and other	(18,000)	(836,000)
Change in benefit of tax assets not recognized	117,000	850,000
Deferred income tax provision (recovery)	-	-

b. Deferred income tax balances

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits.

Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:

	2021$	2020$

Non-capital loss carry-forwards	6,818,000	6,376,000
Capital loss carry-forwards	8,242,000	8,242,000

Total	15,060,000	14,618,000

For the years ended July 31, 2021 and 2020

8. INCOME TAXES (continued)

b. Deferred income tax balances (continued)

As at July 31, 2021, the Company has estimated non-capital losses for Canadian income tax purposes of approximately $6,818,000 (2020 - $6,376,000) available to use against future taxable income. The non-capital losses expire between 2031 to 2041. The capital loss carryforwards do not expire under current legislation.

9. NET (LOSS) PER SHARE

The number of shares used to calculate the basic and diluted net (loss) per share for the years ended July 31, 2021 and 2020 included the weighted average number of Blue Sky common shares outstanding of 30,884,961, respectively, plus nil shares related to the dilutive effect of the conversion of stock options as the stock options would be anti-dilutive.

10. COMMITMENTS AND CONTINGENCIES

Sonoro Iraq acquisition

On November 29, 2016, the Company acquired Sonoro Iraq. See Note 5. In consideration for the acquisition, the Company will make the following contingent payments to the Vendor, totaling $4 million:

$1 million on first production of petroleum and asphalt;
$1 million once production hits 15,000 barrels per day;
$1 million once production hits 40,000 barrels per day; and
$1 million once production hits 80,000 barrels per day.

All production is as defined in the Salah ad Din License dated October 2, 2010. In the event that no production is achieved related to the Salah ad Din License agreement, no consideration or payments shall be owing or payable to the Vendor. As triggering events have not taken place as at July 31, 2021, these amounts have not been recorded in these consolidated financial statements.

Management contracts

The Company is party to certain management and independent contractor contracts. These contracts require payments of approximately $720,000 to be made upon the occurrence of a change in control to the officers of the Company. As a triggering event has not taken place, the contingent payments have not been reflected in these consolidated financial statements. The Company is also committed to payments upon termination of approximately $240,000 pursuant to the terms of these contracts.

Contingencies

Oil and gas operations are subject to extensive controls and regulations imposed by various levels of government that may be amended from time to time. The Company's operations may require licenses and permits from various governmental authorities in the countries in which it operates. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration and development of its projects.

Environmental

The Company's exploration and evaluation activities are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

10. COMMITMENTS AND CONTINGENCIES (continued)

Novel Coronavirus

The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations.

11. RELATED PARTY DISCLOSURES

Key management personnel compensation

In addition to their contracted fees, executive officers participate in the Company's share option program. Certain executive officers are subject to a mutual termination notice of twelve months. See Note 10. Key management personnel compensation comprised:

	Year ended	Year ended
	July 31, 2021	July 31, 2020
Short term employee benefits	$-	$-
Share-based payments	126,888	-
	$126,888	$-

During the year ended July 31, 2021, the Company granted 1,300,000 options (year ended July 31, 2020 – nil options) to directors and officers of the Company and recorded $126,888 (year ended July 31, 2020 - $nil) in share-based payments.

Included in accounts payable and accrued liabilities at July 31, 2021, is $63,889 (July 31, 2020 - $63,889) owing to key management personnel for business and operational consulting services. Such amounts are unsecured, non-interest bearing, with no fixed terms of repayment.

See Note 6 for an outstanding loan payable owing to Aberdeen International Inc., a company whose Chief Financial Officer ("CFO"), Ryan Ptolemy, is CFO of the Company and an entity which owns common shares of the Company, and an outstanding loan payable to Sulliden Mining Inc., a company whose CFO, Ryan Ptolemy, is CFO of the Company and an entity which owns common shares of the Company.

For the years ended July 31, 2021 and 2020

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair value

Blue Sky's financial instruments as at July 31, 2021, consists of cash, amounts receivable, accounts payable and accrued liabilities and loans payable and the amounts reflected in the consolidated statements of financial position approximate fair value due to the short-term maturity of these instruments.

Financial instruments recorded at the reporting date at fair value are classified into one of three levels based upon the fair value hierarchy. Items are categorized based on inputs used to derive fair value based on:

Level 1 - quoted prices that are 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/liability either directly or indirectly; and Level 3 - inputs for the instruments are not based on any observable market data.

The Company had no financial instruments recorded at fair value in the consolidated statements of financial position at July 31, 2021 and 2020.

Fair value estimates are made at the relevant transaction date, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

Risk management overview

The Company has exposure to credit, liquidity and market risks from its use of financial instruments. This note provides information about the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these consolidated financial statements.

Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables.

The carrying amount of accounts receivable represents the maximum credit exposure. As at July 31, 2021 the Company's total receivable was $3,865 (July 31, 2020 - $6,009). There were no derivative instruments held at July 31, 2021 and 2020.

Market risk

Market risk is the risk that changes in market conditions, such as commodity prices, interest rates, and foreign exchange rates, will affect the Company's net income or the value of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing the Company's returns.

(i) Commodity price risk

Commodity price risk is the risk that future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices for petroleum and natural gas are impacted by not only the relationship between the Canadian and United States dollar, as outlined below, but also global economic events that dictate the levels of supply and demand. Lower commodity prices can also reduce the Company's ability to raise capital. As the Company is not generating revenues, commodity price risk does not directly impact the Company's financial results.

(ii) Foreign exchange risk

Foreign currency exchange rate risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates.

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Market risk (continued)

As at July 31, 2021, the Company had the following liabilities denominated in foreign currencies:

July 31, 2021	Euro
Accounts payable and accrued liabilities	$	(615)
	$	(615)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with the financial liabilities. The Company's financial liabilities consist of accounts payable, accrued liabilities and loans payable.

The Company prepares annual capital expenditure budgets, which are monitored and updated as considered necessary. Financial modeling is used to provide economic outlooks and the Company utilizes authorizations for expenditures on projects to monitor capital expenditures.

Accounts payable and accrued liabilities consist of invoices payable to trade suppliers for office, field operating activities and capital expenditures. The Company processes invoices within a normal payment period. Accounts payable have contractual maturities of less than one year.

The Company has unsecured loans bearing annual interest rates of 12% (see Note 6).

Sensitivity analysis

The Company, for accounting purposes, measures its cash and amounts receivable at amortized cost. Accounts payable, accrued liabilities and loans payable are measured for accounting purposes at amortized cost. As of July 31, 2021, both the carrying and fair value amounts of the Company's financial instruments are approximately equivalent due to the short term maturity of these instruments.

The sensitivity analysis shown in the notes below may differ materially from actual results. Based on management's knowledge of and experience with the financial markets, the Company believes the following movements are "reasonably possible" over a one year period:

(i) Cash is subject to floating interest rates. As at July 31, 2021, if interest rates had decreased/increased by 1% with all other variables held constant, there would not have been a material impact to the (loss) for the year ended July 31, 2021 given the low level of cash on hand throughout this year.
(ii) Cash, accounts payable and accrued liabilities and provisions denominated in European Euros are subject to foreign currency risk. As at July 31, 2021, had the Euro weakened/strengthened by 5% against the Canadian dollar with all other variables held constant, there would have been a change of approximately $45 in the Company's net (loss).

13. CAPITAL MANAGEMENT

The Company considers the aggregate of its common shares, contributed surplus and deficit as capital. The Company's objective, when managing capital, is to ensure sufficient resources are available to meet day to day operating requirements and to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

13. CAPITAL MANAGEMENT (continued)

At July 31, 2021, the Company has no cash-generating operations; therefore, the only source of cash flow is generated from financing activities. The Company's officers and senior management are in the process of searching for additional business opportunities. Potential business activities are appropriately evaluated by senior management and a formal review and approval process has been established at the Board of Director level. The Company may enter into new financing arrangements to meet its objectives for managing capital, until such time as a viable business activity is operational and the Company can thereby internally generate sufficient capital to cover its operational requirements.

The Company's officers and senior management take full responsibility for managing the Company's capital and do so through quarterly meetings and regular review of financial information. The Company's Board of Directors is responsible for overseeing this process.

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSXV which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of July 31, 2021, the Company may not be compliant with the policies of the TSXV. The impact of this violation is not known and is ultimately dependent on the discretion of the TSXV.

14. SUBSEQUENT EVENTS

See Note 6 for the extension of loans payable.

SCHEDULE "B" CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF BSI FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021 (UNAUDITED)

(Please see attached)

BLUE SKY ENERGY INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended January 31, 2022 and 2021

(Unaudited)

(Expressed in Canadian Dollars)

BLUE SKY ENERGY INC. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

($ Canadian)	January 31, 2022	July 31, 2021
ASSETS
CurrentCash	$6,983	$9,619
Amounts receivable (Note 3)Prepaid expenses and deposits	9,8848,590	3,8653,349
Total assets	$25,457	$16,833
LIABILITIES
CurrentAccounts payable and accrued liabilities (Notes 5 and 8)Loans payable (Notes 5 and 8)	$2,138,393522,389	$1,922,450501,336
Total liabilities	2,660,782	2,423,786
SHAREHOLDERS' DEFICIENCY
Common shares (Note 6(b))Contributed surplus (Note 6(c))Deficit	2,840,921-(5,476,246)	2,840,921505,747(5,753,621)
Total shareholders' deficiency	(2,635,325)	(2,406,953)
Total liabilities and shareholders' deficiency	$25,457	$16,833

Nature and continuance of operations (Note 1) Commitments and contingencies (Note 7) Subsequent events (Note 10)

APPROVED ON BEHALF OF THE BOARD ON March 11, 2022:

Signed "Kenny Choi" , DIRECTOR

Signed "Orlando Bustos" , DIRECTOR

BLUE SKY ENERGY INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF (LOSS) AND COMPREHENSIVE (LOSS) (UNAUDITED)

	Three months ended		Six months ended
($ Canadian)	January 31, 2022	January 31, 2021	January 31, 2022	January 31, 2021
Expenses
Wages, salaries and consulting fees	$68,236	$73,366	$144,720	$145,935
Professional fees	11,338	5,895	17,942	6,650
General office expenses	15,207	19,557	29,908	40,176
Share-based compensation (Notes 6(c) and 8)	-	257,680	-	257,680
Shareholder communications and filing fees	8,066	2,882	14,792	9,295
Foreign exchange loss	(18)	12	(43)	123
Concession from creditor (Note 5)	-	-	-	(69,712)
Total expenses before other income and expenses	102,829	359,392	207,319	390,147
Other income and expenses
Interest (expense)	(10,526)	(10,326)	(21,053)	(19,603)
Net and comprehensive (loss) for the period	$(113,355) $	(369,718) $	(228,372) $	(409,750)
Basic and diluted (loss) per share	(0.00)	(0.01)	(0.01)	(0.01)
Weighted average number of common shares outstanding
basic and diluted	30,884,961	30,884,961	30,884,961	30,884,961

BLUE SKY ENERGY INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY (UNAUDITED)

($ Canadian)	Common Shares		ContributedSurplus	Deficit	Shareholders'Deficiency
	#	$	$	$	$
Balance, July 31, 2021	30,884,961	2,840,921	505,747	(5,753,621)	(2,406,953)
Cancelled stock options (Note 6(c))Loss for the period	--	--	(505,747)-	505,747(228,372)	-(228,372)
Balance, January 31, 2022	30,884,961	2,840,921	-	(5,476,246)	(2,635,325)
Balance, July 31, 2020	30,884,961	2,840,921	688,577	(5,564,198)	(2,034,700)
Option grant (Note 6(c))Expired stock options (Note 6(c))Loss for the period	---	---	257,680(440,510)-	-440,510(409,750)	257,680-(409,750)
Balance, January 31, 2021	30,884,961	2,840,921	505,747	(5,533,438)	(2,186,770)

BLUE SKY ENERGY INC. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six months ended
($ Canadian)		January 31, 2022		January 31, 2021

CASH (USED IN) PROVIDED BY:
OPERATING ACTIVITIES
Net (loss)	$	(228,372)	$	(409,750)
Items not involving cash:
Interest accrued (Note 5)		21,053		19,603
Share-based compenstion (Note 6(c))		-		257,680
Concession from creditor (Note 5)		-		(69,712)
		(207,319)		(202,179)
Net change in non‑cash working capital		204,683		165,930
Net cash flows (used in) operating activities		(2,636)		(36,249)
FINANCING ACTIVITIES
Proceeds from loans payable (Note 5)		-		43,023
Net cash flows provided by financing activities		-		43,023
CHANGE IN CASH DURING THE PERIOD		(2,636)		6,774
CASH, beginning of the period		9,619		1,504
CASH, end of the period	$	6,983	$	8,278

BLUE SKY ENERGY INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended January 31, 2022 and 2021 (Unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

Blue Sky Energy Inc. (the "Company" or "Blue Sky") is a public company and trades on the NEX board of the TSX Venture Exchange ("TSXV") under the symbol "BSI.H". The Company was continued into Ontario, Canada on September 27, 2013 with a registered office address of 198 Davenport Road, Toronto, Ontario, M5R 1J2. Blue Sky is an international oil and gas exploration company, and has been primarily engaged in exploring potential opportunities in the domestic and international oil and gas sector with a focus on competitive and stable energy jurisdictions. See Note 10.

Going concern

The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company does not have any operating assets that generate revenues, does not have proven reserves and had a net loss of $228,372 during the six months ended January 31, 2022 (January 31, 2021 – $409,750). As at January 31, 2022, the Company had a working capital deficiency of $2,635,325 (July 31, 2021 - $2,406,953). Consequently, the Company's ability to continue as a going concern is dependent on the Company's ability to obtain additional financing, as and when required, and, ultimately, the attainment of profitable operations or the profitable sale of the Company's exploration interests. These conditions indicate the existence of a material uncertainty that cast significant doubt about the Company's ability to continue as a going concern.

These condensed interim consolidated financial statements do not give effect to adjustments that would be necessary and could be material to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies used in the preparation of these condensed interim consolidated financial statements.

Statement of compliance

These condensed interim consolidated financial statements of the Company and its subsidiary were prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB") and in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting. These condensed interim consolidated financial statements have been prepared in accordance with the accounting policies the Company adopted in its July 31, 2021 annual financial statements. These condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements of the Company for the year ended July 31, 2021.

Basis of presentation

The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The condensed interim consolidated financial statements are presented in Canadian dollars unless otherwise noted.

BLUE SKY ENERGY INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended January 31, 2022 and 2021 (Unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary Sonoro Energy Iraq B.V. ("Sonoro Iraq").

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. The condensed interim consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiary after eliminating inter-entity balances and transactions.

Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the condensed interim consolidated financial statements.

Critical Judgements and estimation uncertainties

The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events that affect the amounts reported in the condensed interim consolidated financial statements and related notes to the financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results could differ from those estimates and these estimates could be material.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Company's accounting policies and key sources of estimation uncertainty were the same as those that were applied to the annual financial statements for the year ended July 31, 2021.

Future accounting pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after August 1, 2022. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company's consolidated financial statements.

3. AMOUNTS RECEIVABLE

Amounts receivable balances as at January 31, 2022 and July 31, 2021 consist of amounts receivable from the Government of Canada for Harmonized Sales Taxes (HST).

4. EXPLORATION AND EVALUATION EXPENDITURES

4. EXPLORATION AND EVALUATION EXPENDITURES (continued)

There were no exploration and evaluation expenditures incurred for the six months ended January 31, 2022 and 2021.

5. TRADE AND OTHER PAYABLES

	January 31, 2022	July 31, 2021
Accounts payable and other	$1,565,503	$1,459,060
Accrued liabilities	572,890	463,390
Total accounts payable and accrued liabilities	$2,138,393	$1,922,450
Loans payable	522,389	501,336
Balance, total liabilities	$2,660,782	$2,423,786

The Company incurred an unsecured loan from Aberdeen International Inc. on May 10, 2017 of $50,000 which was subsequently increased to $250,000 on May 15, 2017 with an original maturity date of July 5, 2017. Interest accrues at 12% annually. The loan maturity was extended until December 31, 2017 with the payment of an arrangement fee of $12,500. On February 9, 2021, the loan was further extended to October 31, 2021. On February 3, 2022, the loan was further extended to June 30, 2022. As at January 31, 2022, the loan balance including accrued interest and arrangement fees was $404,117 (July 31, 2021 - $388,993).

A loan of $62,500 from 2227929 Ontario Inc. was included in accounts payable and accrued liabilities as at July 31, 2019. It was non-interest bearing and due on demand. On August 16, 2019, this loan was reclassified to loans payable as a loan agreement was made with 2227929 Ontario Inc. where it accrued interest at 12% annually and had a maturity date of February 18, 2020. During the year ended July 31, 2021, the Company recorded a concession from creditor of $69,712 related to the principal plus interest accrued on this loan. On February 6, 2020, and September 29, 2020, the Company drew down additional amounts of $35,000 and $3,023, respectively, on the loan. On August 16, 2021, the maturity date of the loan was extended to February 18, 2022. The loan is unsecured. As at January 31, 2022, the loan balance including accrued interest was $46,851 (July 31, 2021 - $44,552).

On October 26, 2020, the Company incurred another unsecured loan from 2227929 Ontario Inc. of $30,000 with a maturity date of June 1, 2021. The Company drew down $30,000 on the loan on October 29, 2020 and $10,000 on January 29, 2021. On June 1, 2021, the maturity date of the loan was extended to June 1, 2022. Interest accrues at 12% annually. As at January 31, 2022, the balance of the loan, including interest accrued, was $45,829 (July 31, 2021 - $43,409).

On September 16, 2019, the Company incurred an unsecured loan from Medivolve Inc. (formerly Questcap Inc.) in the amount of $10,000 which accrues interest at 12% annually. On June 29, 2020, the maturity date of the loan was extended to June 30, 2021 and on June 30, 2021 was further extended to June 30, 2022 from its original maturity date of June 30, 2020. As at January 31, 2022, the loan balance including accrued interest was $12,857 (July 31, 2021 - $12,252).

On October 23, 2019, the Company incurred an unsecured loan from Sulliden Mining Inc. in the amount of $10,000 which accrues interest at 12% annually and had a maturity date of June 30, 2020. On June 30, 2020, the loan was extended to January 31, 2021 and on February 10, 2021 was further extended to October 31, 2021. On February 3, 2022, the loan was further extended to June 30, 2022. As at January 31, 2022, the loan balance including accrued interest was $12,735 (July 31, 2021 - $12,130).

BLUE SKY ENERGY INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended January 31, 2022 and 2021 (Unaudited)

6. CAPITAL STOCK

a. Authorized

Unlimited number of common shares, without par value Unlimited number of 1st and 2nd preferred shares, without par value, issuable in series

b. Common shares issued

	Number of shares	Amount
Balance at January 31, 2022, July 31, 2021 and July 31, 2020	30,884,961	$2,840,921

There were no new common shares issued for the six months ended January 31, 2022 or the year ended July 31, 2021.

c. Contributed surplus

On January 26, 2021, the Company granted a total of 2,640,000 stock options to certain directors, officers, and consultants of the Company pursuant to the Company's stock option plan. All options vested immediately. Each stock option may be exercised at a price of $0.155 per option for a period of five years from the date of grant. The fair market value of the options vested was estimated to be $257,680 using the Black Scholes option pricing model based on the following assumptions: risk free rate of 0.42%, expected volatility of 79%, based on the Company's historical volatility, an estimated life of 5 years and an expected dividend yield of 0%.

During the year ended July 31, 2021, 600,000 options expired, unexercised.

On December 6, 2021, 2,980,000 options, with a weighted average exercise price of $0.24, were cancelled.

As at January 31, 2022, there were no options outstanding.

Option transactions during the periods were as follows:

	Number of	Weighted average
	stock options	exercise price ($)
Balance, July 31, 2020	940,000	0.85
Expired	(600,000)	0.80
Granted	2,640,000	0.155
Balance, July 31, 2021	2,980,000	0.24
Cancelled	(2,980,000)	0.24
Balance, January 31, 2022	-	-

BLUE SKY ENERGY INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended January 31, 2022 and 2021 (Unaudited)

7. COMMITMENTS AND CONTINGENCIES

Sonoro Iraq acquisition

On November 29, 2016, the Company acquired Sonoro Iraq. See Note 4. In consideration for the acquisition, the Company will make the following contingent payments to the Vendor, totaling $4 million:

$1 million on first production of petroleum and asphalt;
$1 million once production hits 15,000 barrels per day;
$1 million once production hits 40,000 barrels per day; and
$1 million once production hits 80,000 barrels per day.

All production is as defined in the Salah ad Din License dated October 2, 2010. In the event that no production is achieved related to the Salah ad Din License agreement, no consideration or payments shall be owing or payable to the Vendor. As triggering events have not taken place as at January 31, 2022, these amounts have not been recorded in these condensed interim consolidated financial statements.

Management contracts

The Company is party to certain management and independent contractor contracts. These contracts require payments of approximately $720,000 to be made upon the occurrence of a change in control to the officers of the Company. As a triggering event has not taken place, the contingent payments have not been reflected in these condensed interim consolidated financial statements. The Company is also committed to payments upon termination of approximately $240,000 pursuant to the terms of these contracts.

Contingencies

Environmental

Novel Coronavirus

8. RELATED PARTY DISCLOSURES

Key management personnel compensation

In addition to their contracted fees, executive officers participate in the Company's share option program. Certain executive officers are subject to a mutual termination notice of twelve months. See Note 7. Key management personnel compensation comprised:

	Three months ended		Three months ended		Six months ended		Six months ended
	January 31, 2022		January 31, 2021		January 31, 2022		January 31, 2021
Short term employee benefits	$-	$	-	$	-	$	-
Share-based payments	-		126,888		-		126,888
	$-	$	126,888	$	-	$	126,888

Included in accounts payable and accrued liabilities at January 31, 2022, is $63,889 (July 31, 2021 - $63,889) owing to key management personnel for business and operational consulting services. Such amounts are unsecured, non-interest bearing, with no fixed terms of repayment.

See Note 5 for an outstanding loan payable owing to Aberdeen International Inc., a company whose Chief Financial Officer ("CFO"), Ryan Ptolemy, is CFO of the Company and an entity which owns common shares of the Company, and an outstanding loan payable to Sulliden Mining Inc., a company whose CFO, Ryan Ptolemy, is CFO of the Company and an entity which owns common shares of the Company.

9. CAPITAL MANAGEMENT

At January 31, 2022, the Company has no cash-generating operations; therefore, the only source of cash flow is generated from financing activities. The Company's officers and senior management are in the process of searching for additional business opportunities. Potential business activities are appropriately evaluated by senior management and a formal review and approval process has been established at the Board of Director level. The Company may enter into new financing arrangements to meet its objectives for managing capital, until such time as a viable business activity is operational and the Company can thereby internally generate sufficient capital to cover its operational requirements.

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSXV which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of January 31, 2022, the Company may not be compliant with the policies of the TSXV. The impact of this violation is not known and is ultimately dependent on the discretion of the TSXV.

BLUE SKY ENERGY INC. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended January 31, 2022 and 2021 (Unaudited)

10. SUBSEQUENT EVENTS

On January 19, 2022, the Company entered into a definitive agreement (the "Definitive Agreement") relating to a proposed transaction (the "Proposed Transaction") with EV Technology Group Inc. ("EVT"). The Proposed Transaction is to be completed pursuant to a three-cornered amalgamation among the Company, a wholly-owned subsidiary of the Company ("Subco"), and EVT, whereby Subco and EVT will amalgamate and continue as one corporation (the "Amalgamation"), and the shareholders of EVT will receive shares of the Company (referred to on a post-closing basis as the "Resulting Issuer"). Pursuant to the Definitive Agreement, and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the Proposed Transaction, among other things: the Company will: (i) change its name to "EV Technology Group Inc." or such other name requested by EVT and acceptable to the Company and the applicable regulatory authorities (the "Name Change"); (ii) consolidate its existing common shares (the "BSI Shares") on the basis of one (1) post-consolidation BSI Share for up to every four (4) pre-consolidation BSI Shares (the "Consolidation"); and (iii) delist the BSI Shares from the TSX Venture Exchange (the "Delisting"); following completion of the foregoing, the Amalgamation will be completed, and the EVT shareholders will exchange each EVT common share (the "EVT Shares") for 4.7 common shares of the Resulting Issuer (the "Resulting Issuer Shares"); and the board of directors and management of the Resulting Issuer will be replaced with nominees of EVT. The Resulting Issuer will hold, on a consolidated basis, all of the assets and will be subject to all of the liabilities of the Company and EVT, and will continue the business of EVT. EVT was founded in 2021 with the mission of accelerating the adoption of electric vehicles.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, EVT completing a non-brokered private placement of subscription receipts for minimum gross proceeds of $5,000,000 (the "Concurrent Financing"), the Company completing the Name Change, the Consolidation and the Delisting (collectively, the "BSI Meeting Matters"); the satisfaction by the Company of approximately $2,501,340 of liabilities of the Company by the issuance of approximately 10,005,362 BSI Shares ("BSI Shares for Debt"); TSX Venture Exchange ("TSXV") acceptance of the Delisting; acceptance of listing of the Resulting Issuer Shares by the NEO Exchange Inc. (the "NEO"); and receipt of the necessary approvals of the shareholders of the Company and EVT. The Proposed Transaction will not be completed while the Company is listed on the TSXV. There is no guarantee that the Proposed Transaction will be completed as described or at all.

Listing

In connection with the Proposed Transaction, applications will be made to delist the BSI Shares from the TSXV, and to list the Resulting Issuer Shares on the NEO. The Delisting will be subject to satisfying all of the requirements of the TSXV. The NEO listing will be subject to satisfying all of the NEO's initial listing requirements.

SCHEDULE "C" MD&A OF BSI

Please see attached the MD&A of BSI with respect to the fiscal year ended July 31, 2021 and the three and six month periods ended January 31, 2022.

BLUE SKY ENERGY INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the years ended July 31, 2021 and 2020

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

This Management's Discussion and Analysis ("MD&A") relates to the financial position and results of Blue Sky Energy Inc. ("Blue Sky" or the "Company") for the years ended July 31, 2021 and 2020. This MD&A should be read in conjunction with the consolidated financial statements for the years ended July 31, 2021 and 2020. Unless otherwise noted, all references to currency in this MD&A are in Canadian dollars.

All financial statement information discussed in this MD&A have been prepared using International Financial Reporting Standards ("IFRS") applicable to a going concern, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they come due.

The Company's certifying officers are responsible for ensuring the consolidated financial statements do not contain any untrue statement of material fact or omit a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company's officers certify that the condensed interim consolidated financial statements fairly present, in all material respects, the financial condition, result of operations and cash flows, of the Company as of the date hereof. The Board of Directors approves the consolidated financial statements and ensures that management has discharged its financial responsibilities. The Board of Directors' review is accomplished principally through the Audit Committee, which meets periodically to review all financial reports, prior to filing.

This MD&A is as of October 29, 2021. The reader should be aware that historical results are not necessarily indicative of future performance.

OVERVIEW

Blue Sky Energy Inc. is an independent Canadian oil and gas exploration company focused on pursuing the exploration, evaluation and development of resource assets. Blue Sky's shares are listed on the NEX board of the TSX Venture Exchange ("TSXV") under the symbol "BSI.H". Additional information relating to the Company can be found on SEDAR at www.sedar.com.

OUTLOOK

The Company will continue its efforts to raise additional financing to advance its Iraq property and evaluate other opportunities which would create shareholder value.

IRAQ PROPERTY

On November 29, 2016, the Company acquired from Sonoro Energy International Holdings B.V. (the "Vendor") all the issued and outstanding shares of Sonoro Energy Iraq B.V. ("Sonoro Iraq"), a company incorporated in the Netherlands and the designated operator and holder of the license agreement with the Al-Salah ad Din Provincial Government of Iraq for bitumen exploration and asphalt production (the "Salah ad Din License") defined in the license as hydrocarbons with an API gravity of less than 25 degrees.

BLUE SKY ENERGY INC. MANAGEMENT'S DISCUSSION AND ANALYSIS For the years ended July 31, 2021 and 2020

SELECTED ANNUAL INFORMATION

BLUE SKY ENERGY INC.MANAGEMENT'S DISCUSSION AND ANALYSISFor the years ended July 31, 2021 and 2020







SELECTED ANNUAL INFORMATION
The table below provides a summary of selected annual information for the years ended July 31, 2021, 2020, and 2019.
		Years ended
($, except share amounts)	July 31, 2021	July 31, 2020	July 31, 2019

Funds (used in) operating activities	(34,908)	(53,683)	(5,716)
Concession from creditors	(69,712)	-	-
Net loss before discontinued operations	(629,933)	(53,882)	(703,623)
Net (loss)/ income for the year	(629,933)	(53,882)	4,014,283
	(0.02)	(0.00)	(0.02)
Per share - basic and diluted (loss) from continuing operations		-	0.15
Per share - basic and diluted income from discontinued operations	-		0.16
Per share - basic and diluted comprehensive (loss)/ income	(0.02)	(0.00)
Other comprehensive (loss)	-	-	(87,041)
Total assets	16,833	9,013	13,325

SUMMARY OF QUARTERLY RESULTS

The Company has and expects to continue to report negative earnings until the Company's exploration program finds and develops producing assets. The Company will continue to utilize proceeds from debt, financing and equity issuances to fund its exploration program and general and administrative operating costs.

As at July 31, 2021, the Company had no operating assets and expects to generate negative cash flow from operations for the foreseeable future.

During the quarter ended January 31, 2021, the Company granted 2,640,000 options to officers, directors and consultants of the Company and recorded share-based compensation of $257,680. The loss in the quarter ended October 31, 2020 was lower due to a gain on concession from creditor of $69,712 as the Company wrote off the balance of a loan payable. The losses in the quarters ended July 31, 2021, April 30, 2021, July 31, 2020, April 30, 2020 and October 31, 2019 consist of mainly wages, salaries and consulting fees. The income of $355,054 in the quarter ended January 31, 2020, is mainly due to a reversal of $487,500 of consulting fees after the signing of a release. Jul-21 Apr-21 Jan-21 Oct-20 Jul-20 Apr-20 Jan-20 Oct-19 Net (loss) income (107,138) (113,045) (369,718) (40,032) (119,984) (140,685) 355,054 (148,267) Per share - basic and diluted (0.00) (0.00) (0.01) (0.00) (0.00) (0.00) 0.01 (0.00) Total assets 16,833 19,963 22,800 18,876 9,013 13,891 16,639 26,361

(in $)

BLUE SKY ENERGY INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

REVIEW OF FINANCIAL RESULTS

BLUE SKY ENERGY INC.MANAGEMENT'S DISCUSSION AND ANALYSISFor the years ended July 31, 2021 and 2020REVIEW OF FINANCIAL RESULTS
















Three months endedYear ended
July 31, 2021July 31, 2021($ Canadian)July 31, 2020July 31, 2020
Expenses
Wages, salaries and consulting fees74,99375,773295,898(119,429)
Professional fees5,4306,18917,97428,668
19,26077,184General office expenses20,43878,800
Travel expenses---67
Share based compensation--257,680
Shareholder communications and filing fees(3,083)6,46110,50424,248
Foreign exchange loss12793204
Concession from creditor--(69,712)
Total expenses before other income and expenses96,612108,868589,62112,558
Other income and expenses
Interest (expense)(10,526)(11,116)(40,312)(41,324)
Net and comprehensive (loss) for the year(107,138)(119,984)(629,933)(53,882)


Basic and diluted (loss) income per share0.000.000.020.00Weighted average number of common shares outstanding basic

Expenses

Wages, salaries and consulting fees were $74,993 and $295,898, respectively, during the three months and year ended July 31, 2021. Wages, salaries and consulting fees was a credit balance in the year ended July 31, 2020 due to the reversal of $487,500 of accrued consulting fees which were waived by a consultant of the Company.

Professional fees during the three months and year ended July 31, 2021 were $5,430 and $17,974, respectively, compared to $6,189 and $28,668 in the comparative periods. The fees are mainly for audit and other accounting fees incurred and/ or accrued in the periods and are lower in the current year due to low activity levels.

During the three months and year ended July 31, 2021 the Company recorded $19,260 and $77,184, respectively, for general office expenses compared to $20,438 and $78,800 in the same periods in the prior year.

During the year ended July 31, 2021, the Company granted 2,640,000 options to officers, directors and consultants of the Company and recorded share-based compensation of $257,680. There were no options granted in the prior year.

Shareholder communications and filing fees are the costs associated with maintaining public company filings and investor relations. There was a recovery of $3,083 during the three months ended July 31, 2021 due to an over accrual in prior periods and $10,504 incurred during the year ended July 31, 2021. Shareholder communications and filing fees during the three months and year ended July 31, 2020, respectively, were $6,461 and $24,248.

During the year ended July 31, 2021, the Company recorded a concession from creditor of $69,172 related to one of its outstanding loans.

Interest expense

During the three months and year ended July 31, 2021, the Company incurred interest expense of $10,526 and $40,312, respectively, compared to $11,116 and $41,324, respectively, for the three months and year ended July 31, 2020.

BLUE SKY ENERGY INC. MANAGEMENT'S DISCUSSION AND ANALYSIS For the years ended July 31, 2021 and 2020

The Company incurred an unsecured loan from Aberdeen International Inc. on May 10, 2017 of $50,000 which was subsequently increased to $250,000 on May 15, 2017 with an original maturity date of July 5, 2017. Interest accrues at 12% annually. The loan maturity was extended until December 31, 2017 with the payment of an arrangement fee of $12,500. On February 9, 2021, the loan was further extended to October 31, 2021. The loan is due on demand, and at July 31, 2021, the loan balance including accrued interest and arrangement fees was $388,993 (July 31, 2020 - $358,993).

A loan of $62,500 from 2227929 Ontario Inc. was included in accounts payable and accrued liabilities as at July 31, 2019. It was non-interest bearing and due on demand. On August 16, 2019, this loan was reclassified to loans payable as a loan agreement was made with 2227929 Ontario Inc. where it accrued interest at 12% annually and had a maturity date of February 18, 2020. During the year ended July 31, 2021, the Company recorded a concession from creditor of $69,172 related to the principal plus interest accrued on this loan. During August 2019, an additional loan of $5,500 was received from 2227929 Ontario Inc. and repaid by the Company. On February 6, 2020, and September 29, 2020, the Company drew down additional amounts of $35,000 and $3,023, respectively, on the loan. On August 16, 2021, the maturity date of the loan was extended to February 18, 2022. The loan is unsecured. At July 31, 2021, the loan balance including accrued interest was $44,552 (July 31, 2020 - $106,738).

CASH FLOWS

of June 1, 2021. The Company drew down $30,000 on the loan on October 29, 2020 and $10,000 on January 29, 2021. On June1, 2021, the maturity date of the loan was extended to June 1, 2022. Interest accrues at 12% annually. As at July 31, 2021, thebalance of the loan, including interest accrued, was $43,409 (July 31, 2020 - $nil).
On September 16, 2019, the Company incurred an unsecured loan from Medivolve Inc. (formerly Questcap Inc.) in the amount of$10,000 which accrues interest at 12% annually. On June 29, 2020, the maturity date of the loan was extended to June 30, 2021and on June 30, 2021 was further extended to June 30, 2022 from its original maturity date of June 30, 2020. On July 31, 2021,the loan balance including accrued interest was $12,252 (July 31, 2020 - $11,052).
On October 23, 2019, the Company incurred an unsecured loan from Sulliden Mining Inc. in the amount of $10,000 which accruesinterest at 12% annually and had a maturity date of June 30, 2020. On June 30, 2020, the loan was extended to January 31, 2021and on February 10, 2021 was further extended to October 31, 2021. On July 31, 2021, the loan balance including accrued interestwas $12,130 (July 31, 2020 - $10,930).
CASH FLOWS
($ Canadian)	Year endedJuly 31, 2021	Year endedJuly 31, 2020
	$(34,908)$	(53,683)
Cash flows (used in) operating activitiesCash flows provided by financing activitiesEffect of exchange rate changes on cash	43,023-	55,000(368)

There was $43,023 in financing activities from loan amounts received from 2227929 Ontario Inc. during the year ended July 31, 2021. During the year ended July 31, 2020, the Company received $10,000 from a loan from Medivolve Inc. (formerly Questcap Inc.), $10,000 from Sulliden Mining Inc. and $35,000 from 2227929 Ontario Inc.

BLUE SKY ENERGY INC. MANAGEMENT'S DISCUSSION AND ANALYSIS For the years ended July 31, 2021 and 2020

LIQUIDITY AND CAPITAL RESOURCES

Funding for the Company's exploration program and operations has come from loans from Aberdeen International Inc., Medivolve Inc., Sulliden Mining Inc. and 2227929 Ontario Inc. The Company expects to continue to use cash until such time as the Company is able to establish a production base. The Company will require additional financing in order to execute its business plan and will continue its efforts to seek appropriate financing initiatives that benefit the Company. If the Company is not able to secure additional financing, it may not be able to continue as a going concern. The consolidated financial statements for the year ended July 31, 2021 and 2020 do not give effect to adjustments that would be necessary and could be material to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. The Company has no offbalance sheet transactions.

Going concern

Blue Sky is a development stage enterprise. To date, the Company has not found proven reserves. The business of exploration for oil and gas involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable oil and gas operations. The Company's continued existence is dependent upon the acquisition of oil and gas properties, preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis.

The Company does not have any operating assets that generate revenues, does not have proven reserves and incurred a loss of $629,933 during the year ended July 31, 2021. As at July 31, 2021 the Company had a working capital deficiency of $2,406,953. Consequently, the Company's ability to continue as a going concern is dependent on the Company's ability to obtain additional financing if, as and when required, and, ultimately, the attainment of profitable operations or the profitable sale of the Company's exploration interests. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

COMMITMENTS AND CONTINGENCIES

Sonoro Iraq acquisition

On November 29, 2016, the Company acquired Sonoro Iraq. In consideration for the acquisition, the Company will make following contingent payments to the Vendor, totaling $4 million:

$1 million on first production of petroleum and asphalt;
$1 million once production hits 15,000 barrels per day;
$1 million once production hits 40,000 barrels per day; and
$1 million once production hits 80,000 barrels per day.

All production is as defined in the Salah ad Din License dated October 2, 2010. In the event that no production is achieved related to the Salah ad Din License agreement, no consideration or payments shall be owing or payable to the Vendor. As triggering events have not taken place as at July 31, 2021, the above amounts have not been recorded in the consolidated financial statements.

Management contracts

The Company is party to certain management and independent contractor contracts. These contracts require payments of approximately $720,000 to be made upon the occurrence of a change in control to the officers of the Company. As a triggering event has not taken place, the contingent payments have not been reflected in the consolidated financial statements. The Company is also committed to payments upon termination of approximately $240,000 pursuant to the terms of these contracts.

Contingencies

Environmental

Novel Coronavirus

SHARE CAPITAL

As at the date of this report, there are 30,884,961 common shares of Blue Sky are outstanding and 2,980,000 options with weighted average exercise price of $0.24. There are no off-balance sheet financing arrangements.

RELATED PARTY TRANSACTIONS

Key management personnel compensation

	Year endedJuly 31, 2021	Year endedJuly 31, 2020
Short term employee benefits	$-	$-
Share-based payments	126,888	-
	$126,888	$-

Included in accounts payable and accrued liabilities as at July 31, 2021, is $63,889 (July 31, 2020 - $63,889) owing to key management personnel for business and operational consulting services. Such amounts are unsecured, non-interest bearing, with no fixed terms of repayment.

BLUE SKY ENERGY INC. MANAGEMENT'S DISCUSSION AND ANALYSIS For the years ended July 31, 2021 and 2020

See Note 6 of the consolidated financial statements for the years ended July 31, 2021 and 2020 for an outstanding loan payable owing to Aberdeen International Inc., a company whose Chief Financial Officer ("CFO"), Ryan Ptolemy, is CFO of the Company and an entity which owns common shares of the Company, and an outstanding loan payable to Sulliden Mining Capital Inc., a company whose CFO, Ryan Ptolemy, is CFO of the Company and an entity which owns common share of the Company.

FUTURE ACCOUNTING PRONOUNCEMENTS

CHANGES IN ACCOUNTING POLICIES

The Company will monitor the development of the relevant IFRS and change its accounting policies accordingly.

The Company adopted a number of new IFRS standards, interpretations, amendments and improvements of existing standards. These included the amendments to IAS 1 and IAS 8. The adoption of these amendments on August 1, 2020 did not have a material impact on the Company's consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Assets' carrying values and impairment charges

Share-based payments and warrants

BLUE SKY ENERGY INC. MANAGEMENT'S DISCUSSION AND ANALYSIS For the years ended July 31, 2021 and 2020

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities require interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Contingencies and provisions

Foreign Currency Determination

ADDITIONAL DISCLOSURES

Risks and uncertainties

The operations of the Company are speculative due to the high-risk nature of its business, which is the acquisition, financing, exploration and development of oil and gas properties. These risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking information relating to the Company.

Substantial capital requirements

The Company anticipates making substantial capital expenditures for the acquisition, exploration, development and production of oil and natural gas reserves in the future. In addition, uncertain levels of near term industry activity coupled with the present uncertainty in global financial markets exposes the Company to additional financing risks. There can be no assurance that debt or equity financing, or funds generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company's business financial condition, results of operations and prospects.

Regulatory

Litigation and arbitration

All industries, including the oil and gas industry, are subject to legal claims, with and without merit. Legal proceedings and arbitration may arise from time to time in the course of the Company's business. Such litigation may be brought against the Company or its subsidiary in the future from time to time or the Company or its subsidiary may be subject to another form of litigation. Defense and settlement costs of arbitration or legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation and arbitration process, the process of defending such claims (or any other claims that may be brought against the Company), could take away from management time and effort and the resolution of any particular legal proceeding to which the Company or its subsidiary may become subject could have a material effect on the Company's financial position and results of operations.

Third party credit risk

The Company may be exposed to third party credit risk through its contractual arrangements with its current or future joint venture partners, marketers of its petroleum and natural gas production and other parties. In the event such entities fail to meet their contractual obligations to the Company or pursuant to contracts under which the Company is a party, such failures may have a material adverse effect on the Company's business, financial condition, results of operations and prospects. In addition, poor credit conditions in the industry and of joint venture partners may impact a joint venture partner's willingness to participate in the Company's ongoing capital program, potentially delaying the program and the results of such program until the Company finds a suitable alternative partner.

Competition

The petroleum industry is competitive in all its phases. Blue Sky competes with numerous other organizations in the search for and the acquisition of oil and natural gas properties and in the marketing of oil and natural gas. Our competitors include oil and natural gas companies that have substantially greater financial resources, staff and facilities than Blue Sky. Our ability to acquire properties in the future will depend on our ability to select and acquire suitable properties or prospects for exploratory drilling. Competitive factors in the distribution and marketing of oil and natural gas include price and methods, reliability of delivery and control over key operations infrastructure.

Conflicts of interest

Certain of the directors and officers of the Company may serve from time to time as directors, officers, promoters and members of management of other companies involved in oil and gas or natural resource exploration and development and therefore it is possible that a conflict may arise between their duties as a director or officers of the Company and their duties as a director, officer, promoter or member of management of such other companies.

The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Company will rely upon such laws in respect of any directors' and officers' conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with applicable laws and the directors and officers will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

BLUE SKY ENERGY INC. MANAGEMENT'S DISCUSSION AND ANALYSIS For the years ended July 31, 2021 and 2020

Exploration, development, and production risks

Oil and natural gas operations involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The long-term commercial success of Blue Sky depends on its ability to find, appraise, develop and commercially produce oil and natural gas resources and reserves, which will depend not only on its ability to explore and develop any properties it may have from time to time, but also on its ability to select and acquire additional producing properties or prospects.

The Company may not be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, Blue Sky may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic. There is no assurance that commercial quantities of oil and natural gas will be discovered or acquired by Blue Sky. Future oil and natural gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient petroleum substances to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements. Management's assessment of future plans and operations, capital expenditures, methods of financing capital expenditures and the ability to fund financial liabilities, expected commodity prices and the impact on Blue Sky, future operating costs, future transportation costs, results of arbitration or litigation proceedings; expected change in royalty rate and interest rates may constitute forward-looking statements under applicable securities laws and necessarily involve risks including, without limitation to, statements with respect to the Company's development potential and program; the acquisition of Sonoro Iraq, the Company's ability to raise required capital, the future price of oil and gas; the impact of changes in management; the estimation of oil and gas reserves; conclusions of economic evaluation; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; success of exploration activities; currency exchange rates; potential and stability of foreign jurisdictions; government relations and regulation; and environmental risks. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is based on the opinions and estimates of management as of the date such statements are made. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: unexpected events and delays during exploration, development and construction; revocation of government approvals and contracts; timing and availability of external financing on acceptable terms; actual results of exploration activities; changes in project parameters as plans continue to be refined; future prices of oil and gas; failure of plant, equipment or processes to operate as anticipated; litigation or arbitration proceedings; accidents, labour disputes; risks inherent in foreign operations and other risks of the oil and gas industry. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

BLUE SKY ENERGY INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three and six months ended January 31, 2022 and 2021

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

This Management's Discussion and Analysis ("MD&A") relates to the financial position and results of Blue Sky Energy Inc. ("Blue Sky" or the "Company") for the three and six months ended January 31, 2022 and 2021. This MD&A should be read in conjunction with the condensed interim consolidated financial statements for the three and six months ended January 31, 2022 and 2021 and the consolidated financial statements for the years ended July 31, 2021 and 2020. Unless otherwise noted, all references to currency in this MD&A are in Canadian dollars.

The Company's certifying officers are responsible for ensuring the consolidated financial statements do not contain any untrue statement of material fact or omit a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company's officers certify that the condensed interim consolidated financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows, of the Company as of the date hereof. The Board of Directors approves the consolidated financial statements and ensures that management has discharged its financial responsibilities. The Board of Directors' review is accomplished principally through the Audit Committee, which meets periodically to review all financial reports, prior to filing.

This MD&A is as of March 11, 2022. The reader should be aware that historical results are not necessarily indicative of future performance.

OVERVIEW

Blue Sky Energy Inc. is an independent Canadian oil and gas exploration company that has been focused on pursuing the exploration, evaluation and development of resource assets and pursuing other opportunities which would create shareholder value. Blue Sky's shares are listed on the NEX board of the TSX Venture Exchange ("TSXV") under the symbol "BSI.H". Additional information relating to the Company can be found on SEDAR at www.sedar.com.

OUTLOOK

On January 19, 2022, the Company entered into a definitive agreement (the "Definitive Agreement") relating to a proposed business combination (the "Proposed Transaction") with EV Technology Group Inc. ("EVT").

EVT was founded in 2021 with the mission of accelerating the adoption of electric vehicles. With electric vehicle ("EV") sales increasing by a forecasted 833% in the next decade, EVs are expected to transform the landscape of traditional vehicle manufacturers. Whereas some new entrants in the space are focused on competing directly with the OEMs, EVT is focused on operating EV brands and EV assembly in niche markets that typically have higher margins and require less capital expenditure than mass market electric vehicles. A first step in realizing this strategy was EVT's partnership with MOKE International Limited ("MIL"). MIL is the official producer of MOKE vehicles since 1964 and is coming out with the Moke Electric for the summer of 2022. Through Moke France SAS ("MOKE France"), an EVT subsidiary, EVT will be MIL's dealer and distribution partner in France and have placed pre-orders for the MOKE vehicles for distribution and rental in France. EVT is further building out the EV portfolio and merging with Blue Sky was the right avenue for pursuing that growth.

BLUE SKY ENERGY INC. MANAGEMENT'S DISCUSSION AND ANALYSIS For the three and six months ended January 31, 2022 and 2021

The Proposed Transaction is to be completed pursuant to a three-cornered amalgamation among Blue Sky, a wholly-owned subsidiary of the Company ("Subco"), and EVT, whereby Subco and EVT will amalgamate and continue as one corporation (the "Amalgamation"), and the shareholders of EVT will receive shares of the Company (referred to on a post-closing basis as the "Resulting Issuer"). Pursuant to the Definitive Agreement, and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the Proposed Transaction, among other things: the Company will: (i) change its name to "EV Technology Group Inc." or such other name requested by EVT and acceptable to the Company and the applicable regulatory authorities (the "Name Change"); (ii) consolidate its existing common shares (the "BSI Shares") on the basis of one (1) postconsolidation BSI Share for up to every four (4) pre-consolidation BSI Shares (the "Consolidation"); and (iii) delist the BSI Shares from the TSX Venture Exchange (the "Delisting"); following completion of the foregoing, the Amalgamation will be completed, and the EVT shareholders will exchange each EVT common share (the "EVT Shares") for 4.7 common shares of the Resulting Issuer (the "Resulting Issuer Shares"); and the board of directors and management of the Resulting Issuer will be replaced with nominees of EVT. The Resulting Issuer will hold, on a consolidated basis, all of the assets and will be subject to all of the liabilities of the Company and EVT, and will continue the business of EVT.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, EVT completing a nonbrokered private placement of subscription receipts for minimum gross proceeds of $5,000,000 (the "Concurrent Financing"), as discussed in greater detail below; Blue Sky completing the Name Change, the Consolidation and the Delisting (collectively, the "BSI Meeting Matters"); the satisfaction by Blue Sky of approximately $2,501,340 of liabilities of Blue Sky by the issuance of approximately 10,005,362 BSI Shares ("BSI Shares for Debt"); TSX Venture Exchange ("TSXV") acceptance of the Delisting; acceptance of listing of the Resulting Issuer Shares by the NEO Exchange Inc. (the "NEO"); and receipt of the necessary approvals of the shareholders of Blue Sky and EVT. The Proposed Transaction will not be completed while Blue Sky is listed on the TSXV.

Listing

Management

Following the completion of the Proposed Transaction, the Resulting Issuer will be led by: Wouter Witvoet, CEO and Chairman of the board; Ryan Ptolemy, CFO; Olivier Francois Roussy Newton, President; and Kenny Choi, Corporate Secretary. The Resulting Issuer's board of directors is expected to consist of four directors, three of whom are nominated by EVT and one of whom is nominated by Blue Sky.

Concurrent Financing

In connection with and prior to closing of the Proposed Transaction, EVT proposes to complete a non-brokered private placement of subscription receipts (the "Subscription Receipts") at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of up to $5,000,000. On the satisfaction or waiver of all conditions precedent to the Proposed Transaction and certain other ancillary conditions customary for transactions of this nature (collectively, the "Release Conditions"), each Subscription Receipt will automatically convert into EVT Shares without the payment of additional consideration or the taking of further action on the part of the subscriber, which will then be exchanged for post-Consolidation Resulting Issuer Shares, on the basis of one post-Consolidation Resulting Issuer Share for each one Subscription Receipt.

The gross proceeds of the Concurrent Financing will be held in escrow pending the satisfaction of the Release Conditions. In the event the event the Proposed Transaction does not occur on the date that is 120 days following the final closing date of the Concurrent Financing (or such later date as EVT and Blue Sky may jointly determine), the gross proceeds shall be returned to the purchasers pro rata without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.

The net proceeds of the Concurrent Financing, after giving effect to the Proposed Transaction, are expected to be used by the Resulting Issuer for corporate and general working capital purposes.

IRAQ PROPERTY

SUMMARY OF QUARTERLY RESULTS

As at January 31, 2022, the Company had no operating assets and expects to generate negative cash flow from operations for the foreseeable future.

(in $)
	Jan-22	Oct-21	Jul-21	Apr-21	Jan-21	Oct-20	Jul-20	Apr-20
Net (loss) income	(113,355)	(115,017)	(107,138)	(113,045)	(369,718)	(40,032)		(119,984) (140,685)
Per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)	(0.01)	(0.00)	(0.00)	(0.00)
Total assets	25,457	29,854	16,833	19,963	22,800	18,876	9,013	13,891

REVIEW OF FINANCIAL RESULTS

	Three months ended		Six months ended
($ Canadian)	January 31, 2022	January 31, 2021	January 31, 2022	January 31, 2021
Expenses
Wages, salaries and consulting fees	68,236	73,366	144,720	145,935
Professional fees	11,338	5,895	17,942	6,650
General office expenses	15,207	19,557	29,908	40,176
Share based compensation	-	257,680	-	257,680
Shareholder communications and filing fees	8,066	2,882	14,792	9,295
Foreign exchange loss	(18)	12	(43)	123
Concession from creditor	-	-	-	(69,712)
Total expenses before other income and expenses	102,829	359,392	207,319	390,147
Other income and expenses
Interest (expense)	(10,526)	(10,326)	(21,053)	(19,603)
Net and comprehensive (loss) for the period	(113,355)	(369,718)	(228,372)	(409,750)
Basic and diluted (loss) income per share	0.00	0.01	0.01	0.01
Weighted average number of common shares outstanding basic

and diluted

Expenses

Wages, salaries and consulting fees were $68,236 and $144,720, respectively, during the three and six months ended January 31, 2022 compared to $73,366 and $145,935, respectively in the three and six months ended January 31, 2021.

30,884,961 30,884,961 30,884,961 30,884,961

Professional fees during the three and six months ended January 31, 2022 were $11,338 and $17,942, respectively, compared to $5,895 and $6,650, respectively, in the comparative periods. The fees are mainly for audit and other accounting fees incurred and/ or accrued in the periods. The fees are lower in the comparative period due to the reversal of an over accrual in 2020.

During the three and six months ended January 31, 2022 the Company recorded $15,207 and $29,908, respectively, for general office expenses compared to $19,557 and $40,176, respectively, in the same periods in the prior year. The expenses are lower in the current periods due to a reduction in rent costs associated with an office move.

During the three and six months ended January 31, 2021, the Company granted 2,640,000 options to officers, directors and consultants of the Company and recorded share-based compensation of $257,680. There were no options granted in the three and six months ended January 31, 2022.

Shareholder communications and filing fees are the costs associated with maintaining public company filings and investor relations. There was $8,066 and $14,792, respectively, incurred during the three and six months ended January 31, 2022, compared to $2,882 and $9,295, respectively, in the comparative period. Costs are higher in the current period due to increased activity related to the Proposed Transaction.

During the six months ended January 31, 2021, the Company recorded a concession from creditor of $69,712 related to one of its outstanding loans.

Interest expense

During the three and six months ended January 31, 2022, the Company incurred interest expense of $10,526 and $21,053, respectively, compared to $10,326 and $19,603 for the three and six months ended January 31, 2021.

The Company incurred an unsecured loan from Aberdeen International Inc. on May 10, 2017 of $50,000 which was subsequently increased to $250,000 on May 15, 2017 with an original maturity date of July 5, 2017. Interest accrues at 12% annually. The loan maturity was extended until December 31, 2017 with the payment of an arrangement fee of $12,500. On February 9, 2021, the loan was further extended to October 31, 2021. On February 3, 2022, the loan was further extended to June 30, 2022. As at January 31, 2022, the loan balance including accrued interest and arrangement fees was $404,117 (July 31, 2021 - $388,993).

A loan of $62,500 from 2227929 Ontario Inc. was included in accounts payable and accrued liabilities as at July 31, 2019. It was non-interest bearing and due on demand. On August 16, 2019, this loan was reclassified to loans payable as a loan agreement was made with 2227929 Ontario Inc. where it accrued interest at 12% annually and had a maturity date of February 18, 2020. During the year ended July 31, 2021, the Company recorded a concession from creditor of $69,172 related to the principal plus interest accrued on this loan. On February 6, 2020, and September 29, 2020, the Company drew down additional amounts of $35,000 and $3,023, respectively, on the loan. On August 16, 2021, the maturity date of the loan was extended to February 18, 2022. The loan is unsecured. At January 31, 2022, the loan balance including accrued interest was $46,851 (July 31, 2021 - $44,552).

On October 26, 2020, the Company incurred another unsecured loan from 2227929 Ontario Inc. of $30,000 with a maturity date of June 1, 2021. The Company drew down $30,000 on the loan on October 29, 2020 and $10,000 on January 29, 2021. On June 1, 2021, the maturity date of the loan was extended to June 1, 2022. Interest accrues at 12% annually. As at January 31, 2022, the balance of the loan, including interest accrued, was $45,829 (July 31, 2021 - $43,409).

On September 16, 2019, the Company incurred an unsecured loan from Medivolve Inc. (formerly Questcap Inc.) in the amount of $10,000 which accrues interest at 12% annually. On June 29, 2020, the maturity date of the loan was extended to June 30, 2021 and on June 30, 2021 was further extended to June 30, 2022 from its original maturity date of June 30, 2020. On January 31, 2022, the loan balance including accrued interest was $12,857 (July 31, 2021 - $12,252).

On October 23, 2019, the Company incurred an unsecured loan from Sulliden Mining Inc. in the amount of $10,000 which accrues interest at 12% annually and had a maturity date of June 30, 2020. On June 30, 2020, the loan was extended to January 31, 2021 and on February 10, 2021 was further extended to October 31, 2021. On February 3, 2022, the loan was further extended to June 30, 2022. As at January 31, 2022, the loan balance including accrued interest was $12,735 (July 31, 2021 - $12,130).

CASH FLOWS

($ Canadian)	Three months endedJanuary 31, 2022	Three months endedJanuary 31, 2021	Six months endedJanuary 31, 2022	Six months endedJanuary 31, 2021
Cash flows provided by (used in) operating activitiesCash flows provided by financing activities	$(5,541) $-	(2,513) $10,000	(2,636) $-	(36,249)43,023
Net change in cash	$(5,541) $	7,487 $	(2,636) $	6,774

Cash flows used by operating activities during the three and six months ended January 31, 2022 were $5,541 and $2,636, respectively, compared to $2,513 and $36,249, respectively, in the prior periods.

There was cash provided of $10,000 and $43,023, respectively, in financing activities from loan amounts received from 2227929 Ontario Inc. during the three and six months ended January 31, 2021.

LIQUIDITY AND CAPITAL RESOURCES

Funding for the Company's exploration program and operations has come from loans from Aberdeen International Inc., Medivolve Inc., Sulliden Mining Inc. and 2227929 Ontario Inc. The Company expects to continue to use cash until such time as the Company is able to establish a production base. The Company will require additional financing in order to execute its business plan and will continue its efforts to seek appropriate financing initiatives that benefit the Company. If the Company is not able to secure additional financing, it may not be able to continue as a going concern. The condensed interim consolidated financial statements for the three and six months ended January 31, 2022 and 2021 do not give effect to adjustments that would be necessary and could be material to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. The Company has no off-balance sheet transactions.

Going concern

The Company does not have any operating assets that generate revenues, does not have proven reserves and incurred a loss of $228,372 during the six months ended January 31, 2022. As at January 31, 2022 the Company had a working capital deficiency of $2,635,325. Consequently, the Company's ability to continue as a going concern is dependent on the Company's ability to obtain additional financing, as and when required, and, ultimately, the attainment of profitable operations or the profitable sale of the Company's exploration interests. These conditions indicate the existence of a material uncertainty that cast significant doubt about the Company's ability to continue as a going concern.

COMMITMENTS AND CONTINGENCIES

Sonoro Iraq acquisition

On November 29, 2016, the Company acquired Sonoro Iraq. In consideration for the acquisition, the Company will make following contingent payments to the Vendor, totaling $4 million:

$1 million on first production of petroleum and asphalt;
$1 million once production hits 15,000 barrels per day;
$1 million once production hits 40,000 barrels per day; and
$1 million once production hits 80,000 barrels per day.

All production is as defined in the Salah ad Din License dated October 2, 2010. In the event that no production is achieved related to the Salah ad Din License agreement, no consideration or payments shall be owing or payable to the Vendor. As triggering events have not taken place as at January 31, 2022, the above amounts have not been recorded in the consolidated financial statements.

Management contracts

The Company is party to certain management and independent contractor contracts. These contracts require payments of approximately $720,000 to be made upon the occurrence of a change in control to the officers of the Company. As a triggering event has not taken place, the contingent payments have not been reflected in the consolidated financial statements. The Company is also committed to payments upon termination of approximately $240,000 pursuant to the terms of these contracts.

Contingencies

Environmental

Novel Coronavirus

SHARE CAPITAL

As at the date of this report, there are 30,884,961 common shares of Blue Sky are outstanding. There are no off-balance sheet financing arrangements.

RELATED PARTY TRANSACTIONS

Key management personnel compensation

	Three months ended		Three months ended		Six months ended		Six months ended
	January 31, 2022		January 31, 2021		January 31, 2022		January 31, 2021
Short term employee benefits	$-	$	-	$	-	$	-
Share-based payments	-		126,888		-		126,888
	$-	$	126,888	$	-	$	126,888

Included in accounts payable and accrued liabilities as at January 31, 2022, is $63,889 (July 31, 2021 - $63,889) owing to key management personnel for business and operational consulting services. Such amounts are unsecured, non-interest bearing, with no fixed terms of repayment.

See Note 5 of the condensed interim consolidated financial statements for the three and six months ended January 31, 2022 and 2021 for an outstanding loan payable owing to Aberdeen International Inc., a company whose Chief Financial Officer ("CFO"), Ryan Ptolemy, is CFO of the Company and an entity which owns common shares of the Company, and an outstanding loan payable to Sulliden Mining Capital Inc., a company whose CFO, Ryan Ptolemy, is CFO of the Company and an entity which owns common share of the Company.

FUTURE ACCOUNTING PRONOUNCEMENTS

CHANGES IN ACCOUNTING POLICIES

The Company will monitor the development of the relevant IFRS and change its accounting policies accordingly.

CRITICAL ACCOUNTING ESTIMATES

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Assets' carrying values and impairment charges

Share-based payments and warrants

BLUE SKY ENERGY INC. MANAGEMENT'S DISCUSSION AND ANALYSIS For the three and six months ended January 31, 2022 and 2021

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities require interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Contingencies and provisions

Foreign Currency Determination

ADDITIONAL DISCLOSURES

Risks and uncertainties

Substantial capital requirements

Regulatory

Litigation and arbitration

Third party credit risk

Competition

Conflicts of interest

Exploration, development, and production risks

FORWARD-LOOKING STATEMENTS

SCHEDULE "D" AUDITED FINANCIAL STATEMENTS OF EVT FOR THE PERIOD FROM INCEPTION (AUGUST 16, 2021) TO ITS FISCAL YEAR END OF DECEMBER 31, 2021

(Please see attached)

CONSOLIDATED FINANCIAL STATEMENTS

For the Period from Incorporation on August 16, 2021 to December 31, 2021

(Expressed in United States dollars)

Independent Auditor's Report

To the Shareholders of EV Technology Group Inc.

Opinion

We have audited the consolidated financial statements of EV Technology Group Inc. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2021, and the consolidated statements of operations and comprehensive loss, consolidated statements of shareholders' equity and consolidated statements of cash flows for the period from incorporation (August 16, 2021) to December 31, 2021, 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 consolidated financial position of the Company as at December 31, 2021 and its consolidated financial performance and its consolidated cash flows for the period from incorporation (August 16, 2021) to December 31, 2021 in accordance with International Financial Reporting Standards ("IFRS").

Basis for opinion

Material uncertainty related to going concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss during the period ended December 31, 2021. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that material uncertainties exist that 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 Management's Discussion and Analysis.

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

Responsibilities of management and those charged with governance for the consolidated financial statements

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

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement 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 risks 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.

The engagement partner of the audit resulting in this independent auditor's report is Glen McFarland.

McGovern Hurley LLP

Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario March 31, 2022

Consolidated Statement of Financial Position

(Expressed in United States Dollars)

As at:	Note	December 31,2021

ASSETS
Current
Cash		$1,218,877
Restricted cash	4	15,775
Accounts receivable	5	65,546
Prepaid advances		383,522
Total current assets		$1,683,721
Loan to Moke International Limited	5	2,615,552
Intangible assets	13	6,000,000
Investment in Moke International Limited	6	2,232,051
Total assets		$12,531,323
LIABILITIESCurrent
Accounts payable and accrued liabilities		$25,134
Total liabilities		25,134
SHAREHOLDERS' EQUITY
Share capital	7	11,204,040
Share to be issued	7	1,570,000
Deficit		(267,851)
Total shareholders' equity		12,506,189
Total liabilities and shareholders' equity		$12,531,323
Going concern (Note 1)

Commitments and contigencies (Note 10) Subsequent event (Note 17)

Approved on behalf of the Directors: "Wouter Witvoet" "David Maher" Director Director

Consolidated Statement of Operations and Comprehensive Loss

(Expressed in United States Dollars)

		For the period fromincorporation on
		August 16, 2021 to
	Notes	December 31, 2021
Expenses
Consulting fees	11	$83,250
Legal fees		24,850
Office costs		15,647
Travel costs		42,144
Shareholder communications		9,413
Foregin exchange loss		3,131
(Loss) before other items		(178,436)
Loss from investment in associate		215,120
Accretion income	5	(62,672)
Interest income	5	(63,033)
Net (loss) and comprehensive (loss) for the period		$(267,851)

Weighted average number of shares outstanding - basic and diluted		8,977,296
Basic and diluted loss per share		$(0.03)

Consolidated Statement of Shareholders' Equity

	Common Shares		Shares tobe issued	AccumulatedDeficit	Shareholders'Equity
	#	$	$	$	$
Balance, August 16, 2021	-	-	-	-
Founder shares	6,015,000	238,124	-	-	238,124
Private placements	5,020,100	5,020,100	1,570,000	-	6,590,100
Share issue costs	-	(54,183)	-	-	(54,183)
Acquisition on Moke France SAS	6,000,000	6,000,000	-	-	6,000,000
Net loss for the period	-	-	-	(267,851)	(267,851)
Balance, December 31, 2021	17,035,100	11,204,040	1,570,000	(267,851)	12,506,190

Consolidated Statement of Cash Flows (Expressed in United States Dollars)

	For the period fromincorporation onAugust 16, 2021 toDecember 31, 2021
OPERATING ACTIVITIES
Net loss	$	(267,851)
Items not involving cash:
Accounts receivable		(65,546)
Prepaid expenses		(383,522)25,134
Accounts payables and accrued liabilitiesLoss from investment in associate		215,120
Accretion income		(62,672)
Net cash flows used in operating activities		(539,337)
FINANCING ACTIVITIES
Private placement		5,258,224
Share issuance costs		(54,183)
Shares to be issued		1,570,000
Net cash flows provided by financing activities		6,774,040
INVESTING ACTIVITIES
Loan to Moke International		(2,768,000)
Investment in Moke International		(2,232,051)
Increase in restricted cash		(15,775)
Net cash flows provided by investing activities		(5,015,826)
CHANGE IN CASH DURING THE PERIOD		1,218,877
CASH, beginning of the period		-
CASH, end of the period	$	1,218,877

EV Technology Group Inc. Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

EV Technology Group Inc. (the "Company" or "EVTG") was incorporated in the province of Ontario on August 16, 2021 with the mission of accelerating the adoption of electric vehicles.

These financial statements are prepared on a going concern basis which assumes the Company will be able to meet its obligations and continue its operations for the next fiscal year.

At December 31, 2021, the Company had a working capital of $1,658,586 and a cumulative loss since inception of $(267,851). The Company has a need for equity capital and financing for working capital and development of its projects. These matters represent material uncertainties that cast substantial doubt about the ability of the Company to continue as a going concern. The Company's continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operations. Management believes it will be successful in raising the necessary funding to continue operations in the normal course of operations, however, there is no assurance that funds will continue to be available on terms acceptable to the Company or at all. The financial statements do not reflect adjustments to the carrying value of assets and liabilities that would be necessary should the Company be unable to continue operations and such adjustments could be material.

Novel Coronavirus ("COVID-19")

2. BASIS OF PRESENTATION

a) Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), effective for the Company's reporting period from incorporation on August 16, 2021 to December 31, 2021. The Board of Directors approved these financial statements for issue on March 31, 2022.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

2. BASIS OF PRESENTATION (continued)

b) Basis of preparation

These financial statements were prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The Company's consolidated financial statements are presented in United States dollars. The functional currency for the Company and its subsidiary Moke France SA is the United States dollars.

Transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Gains and losses are included in operations.

Financial statements of subsidiaries for which the functional currency is not the United States dollar are translated into United States dollars as follows: all asset and liability accounts are translated at the period end exchange rate and all earnings and expense accounts and cash flow statement items are translated at average exchange rates for the period. The resulting translation gains and losses are recorded as exchange differences on translating foreign operations in Accumulated Other Comprehensive Income ("AOCI").

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

c) Basis of consolidation

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect these returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiary after eliminating inter-entity balances and transactions. These consolidated financial statements for the period from incorporation on August 16, 2021 to December 31, 2021 comprise the financial statements of the Company and its wholly owned subsidiary Moke France SAS. All material intercompany transactions and balances between the Company and its subsidiary have been eliminated on consolidation. Intercompany balances and any unrealized gains and losses or income and expenses arising from intercompany transactions are eliminated in preparing the consolidated financial statements.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

3. SIGNIFICANT ACCOUNTING POLICIES

a) Significant accounting judgements, estimates and assumptions

The preparation of the financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The significant areas of estimation and uncertainties considered by management in preparing the financial statements include:

Critical judgement in applying accounting policies:

Income taxes, value added, withholding and other taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Business combination versus asset acquisition

Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values. In determining the allocation of the purchase price in a business combination, including any acquisition related contingent consideration, estimates including market based and appraisal values are used. The contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. The Company has assessed that its acquisition on Moke France SAS did not constitute a business acquisition in accordance with IFRS 3 and treated the acquisition as an asset acquisition.

• Determination of significant influence of investment in associates As at December 31, 2021, the Company has classified its investment in Moke International Limited ("Moke") as having significant influenced based on management's judgement that its ownership of 15.5% of the outstanding

shares of Moke along with its board seat and $5,000,000 loan represent significant influence over Moke.

• Intangible assets

The Company generally applies the acquisition method of accounting to transactions involving intangible assets, which involves the allocation of the cost of an acquisition to the underlying net assets acquired based on their respective estimated fair values. As part of this allocation process, the Company must identify and attribute values to the intangible assets acquired. These determinations involve significant estimates and assumptions regarding cash flow projections, economic risk and weighted average cost of capital. These estimates and assumptions determine the amount allocated to intangible assets. If future events or results differ significantly from these estimates and assumptions, the Company may record impairment charges in the future. The Company tests, at least annually or more frequently if events or changes in circumstances indicate that they may be impaired, in accordance with its accounting policies.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

a) Significant accounting judgements, estimates and assumptions (continued)
Contingencies

Refer to Note 10.

b) Cash

Cash is carried in the statement of financial position at amortized cost. Cash consists of cash on deposit with banks and highly liquid short-term interest-bearing securities with maturities at the date of purchase of three months or less.

c) Financial instruments

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9, Financial Instruments ("IFRS 9") are classified and measured as "financial assets at fair value", as either fair value through profit or loss ("FVPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized costs", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost. Cash, restricted cash, accounts receivable and loan receivable are measured at amortized cost.

Subsequent measurement – financial assets at amortized cost

Subsequent measurement – Financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the statements of operations. The Company does not measure any financial assets at FVPL.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

c) Financial instruments (continued)

Subsequent measurement – Financial assets at FVOCI

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the statements of operations and comprehensive loss. When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

Dividends from such investments are recognized in other income in the statements of operations and comprehensive loss when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

The Company's only financial assets subject to impairment are receivables, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, receivables have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company's financial liabilities include accounts payable and accrued liabilities which are measured at amortized cost. All financial liabilities are recognized initially at fair value.

Subsequent measurement – financial liabilities at amortized cost

Subsequent measurement – Financial liabilities at FVPL

Financial liabilities measured at FVPL include any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial liabilities are measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the statements of operations.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expired with any associated gain or loss recognized in other income or expense in the statements of operations.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

d) Investment in Associate

Associates are entities over which the Company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments over which the Company has the ability to significantly influence are initially recorded at cost. When the initial recognition of the investment in the associate occurs as a result of a loss of control of a former subsidiary, the fair value of the retained interest in the former subsidiary on the date of the loss of control is deemed to be the cost on initial recognition. Investment income (loss) is calculated using the equity method. The Company's share of the associate's profit or loss is recognized in the consolidated statements of operations and its share of movements in other comprehensive income is recognized in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Company's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the consolidated statements of operations. Profits and losses resulting from upstream and downstream transactions between the Company and its associate are recognized in the Company's financial statements only to the extent of unrelated investors' interests in the associate. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Company. Dilution gains and losses arising in investments in associates are recognized in the consolidated statements of operations. The investment account of the investor reflects: i) the cost of the investment in the investee; ii) the investment income or loss (including the investor's proportionate share of discontinued operations) relating to the investee subsequent to the date when the use of the equity method first became appropriate; and iii) the investor's proportion of dividends paid by the investee subsequent to the date when the use of the equity method first became appropriate.

e) Taxation

Current income tax

Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit or loss as reported in the statement of operations because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

e) Taxation (continued)

Deferred income tax (continued)

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

f) Provisions

General

Provisions are recognised when (a) the Company has a present obligation (legal or constructive) as a result of a past event and (b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and (c) a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current risk-free pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

g) Leases

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use assets are adjusted for impairment losses, if any. The estimated useful lives and recoverable amounts of right-of-use assets are determined on the same basis as those of property, plant and equipment. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases (lease term of 12 months or less) and leases for which the underlying asset is of low value. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

g) Leases (continued)

Finance lease – lessor At commencement date, the Company recognizes assets held under finance leases in its consolidated statements of financial position as a receivable at the amount equal to the net investment in the lease. The net investment in the lease is calculated as the present value of lease payments, using the interest rate implicit in the lease. For subleases, if the interest rate implicit in the sublease cannot be readily determined, the Company uses the discount rate under the primary lease. The Company recognizes finance income over the lease term using the effective interest rate method

h) Loss per share

Loss per share is based on the weighted average number of common shares of the Company outstanding during the period. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding share options and warrants, in the weighted average number of common shares outstanding during the period, if dilutive. No exercise or conversion is assumed during periods in which a net loss is incurred as the effect is anti-dilutive.

i) Intangible assets

Intangible assets consist of rights under franchise agreements and certifications with automobile manufacturers ("dealer agreements"). The Company has determined that dealer agreements will continue to contribute to cash flows indefinitely and, therefore, have indefinite lives due to the following reasons:

Specific dealer agreements continue indefinitely by their terms; and
Specific dealer agreements and certifications have limited terms, but are routinely renewed without substantial cost to the Company.

Intangible assets are carried at cost less accumulated impairment losses.

Impairment

Impairments are recorded when the recoverable amounts of assets are less than their carrying amounts. The recoverable amount is the higher of an asset's fair value less costs to dispose or its value in use. Impairment losses are evaluated for potential reversals of impairment when events or changes in circumstances warrant such consideration.

The carrying values of all intangible assets with indefinite lives are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable, and are reviewed at least annually for impairment.

Specifically, the dealer agreement with an indefinite life is subject to an annual impairment assessment. For purposes of impairment testing, the fair value of the Company's dealer agreement is determined using a combination of a discounted cash flow approach and earnings multiple approach.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

j) Future accounting policies

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods beginning on or after January 1, 2022 or later periods. Many are not applicable or do not have a significant impact to the Company and have been excluded.

New standards:

IFRS 10 – Condensed consolidated interim Financial Statements ("IFRS 10") and IAS 28 – Investments in Associates and Joint Ventures ("IAS 28") were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined; however, early adoption is permitted.

4. RESTRICTED CASH

Restricted cash consists of $15,775 (CAD$20,000) on deposit with the bank as security for the Company's corporate credit card.

5. LOAN TO MOKE INTERNATIONAL LIMITED

During September, 2021, the Company entered into a loan agreement with Moke International Limited ("Moke") for an unsecured loan of $5,000,000 to Moke. Interest is accrued and calculated at 6% per annum. Principal plus accrued interest are due and payable on or before December 31, 2026. The loan included rights to certain shares of Moke.

The estimated fair value of the shares of Moke was estimated to be $2,232,000 based on a recent equity transaction completed by Moke.

The loan receivable was recorded at the residual value of $2,768,000 and will be accreted to its face value over its term using an effective interest rate of 20%. Accretion income of $62,672 was recorded during the period ended December 31, 2021.

As of December 31, 2021, the loan principal of $5,000,000 plus accrued interest of $63,033 was outstanding. Accrued interest has been included in amounts receivable.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

6. INVESTMENT IN ASSOCIATE

During September, 2021, in connection with the rights to certain shares acquired with the loan to Moke (Note 5), the Company acquired 15.5% of Moke. The Company also holds the right to appoint a director to the board of Moke. The Company assessed that it holds significant influence over Moke and as such has accounted for this investment using equity accounting.

During the year ended December 31, 2021, the Company recorded an equity loss of $215,120, being 15.5% of the net loss incurred by Moke during the period from the time of the investment to December 31, 2021. No dividends or cash distributions were received by the Company from the associate during the period.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

7. SHARE CAPITAL

a) Authorized

Unlimited number of voting common shares, without par value

b) Issued and outstanding common shares

	Number of
	Common Shares	Amount
Balance, August 16, 2021	-	$-
Founder shares	6,015,000	238,124
Private placements	5,020,100	5,020,100
Share issuance costs		(54,183)
Acquisition of Moke France SAS (Note 13)	6,000,000	6,000,000
Balance, Deccember 31, 2020	17,035,100	$11,204,041

On August 18, 2021, the Company closed a non-brokered private placement financing of 6,015,000 shares for gross proceeds of CAD$300,750 ($238,124) at a price of CAD$0.05 per common share. Directors of the Company subscribed for 1,900,000 shares for CAD$95,000 ($75,218).

On October 1, 2021, the Company closed a non-brokered private placement financing and issued 1,605,000 shares for gross proceeds of $1,605,000 at a price of $1 per common share. The Company paid $1,616 in other share issue costs.

On October 7, 2021, the Company closed a non-brokered private placement financing and issued 559,100 shares for gross proceeds of $559,100 at a price of $1 per common share. The Company paid $36,337 in finders fees.

On November 5, 2021, the Company closed a non-brokered private placement financing and issued 1,206,000 shares for gross proceeds of $1,206,000 at a price of $1 per common share. The Company paid $16,230 in finders fees and other share issue costs. A director of the Company subscribed for 50,000 shares for $50,000.

On November 16, 2021, the Company closed a non-brokered private placement financing and issued 1,650,000 shares for gross proceeds of $1,650,000 at a price of $1 per common share.

On February 2, 2022, the Company closed a non-brokered private placement financing and issued 2,170,000 shares for gross process of $2,170,000 at a price of $1 per common share. As at December 31, 2021, 1,570,000 of these shares were presented as shares to be issued.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

8. CAPITAL MANAGEMENT

The Company considers its capital structure to consist of share capital. The Company manages its capital structure and makes adjustments based on the funds available to support the development of its operations. The board of directors has not established quantitative return on capital criteria for management and relies on the expertise of management and the board of directors to sustain future development of the business.

The Company is dependent upon external financing to fund its activities. To continue to carry out the Company's planned development and funding of ongoing administrative expenses the Company will utilize its existing working capital and will raise additional capital as appropriate.

The management and board of directors of the Company review its capital management approach on an ongoing basis and believe it reflects a reasonable approach given the relative size of the Company's assets. There were no changes to the approach of management and the board of directors to capital management for the period from incorporation on August 16, 2021 to December 31, 2021. As at December 31, 2021, the Company is not subject to externally imposed capital requirements.

9. FINANCIAL RISK MANAGEMENT

The Company's activities expose it to a variety of financial risks summarized below. There have been no significant changes in risks, objectives, policies and procedures for managing risks during the period from incorporation on August 16, 2021 to December 31, 2021.

Fair value hierarchy

The three levels of the fair value hierarchy with respect to required disclosures about the inputs to fair value measurements are:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and,
Level 3 Inputs that are not based on observable market data.

Foreign currency risk

The Company funds the operations and maintains a head office in Canada. Consequently, the Company is not exposed to significant fluctuations in foreign exchange rates. The Company has not used derivative instruments to reduce its exposure to foreign exchange fluctuations.

Credit risk

Credit risk is the risk associated with the inability of a third party to fulfill its payment obligations. The Company is exposed to the risk that third parties that owe it money will not perform their underlying obligations. The total carrying value of these financial instruments at December 31, 2021 was $2,615,552, and the face value was $5,000,000. The Company mitigates its credit risk by only providing loans to Company's where they have detailed knowledge of the company's operations and business strategy.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

9. FINANCIAL RISK MANAGEMENT (continued)

Liquidity risk

As at December 31, 2021 the Company had working capital of $1,658,587. The Company expects to complete future equity or other debt financings, as required and available. However, there is no assurance that funds will be available on terms acceptable to the Company at all.

10. COMMITMENTS AND CONTINGENCIES

The Company, from time to time, may be involved in various claims and legal proceedings. The Company cannot reasonably predict the likelihood or outcome of these activities. The Company does not believe that adverse decisions in any ending or threatened proceedings related to any matter, or any amount which may be required to be paid by reasons thereof, will have a material effect on the financial condition or future results of operations.

The Company has entered into a lease agreement through its subsidiary Moke France SAS. As the commencement date as determined by IFRS 16, Leases, has not yet taken place, the accounting under IFRS 16, Leases, has not taken place. The lease is for a period from April 1, 2022 to December 31, 2023 at the rate of EUR 40,000 ($45,000) per year.

11. RELATED PARTIES TRANSACTIONS

During the period from incorporation on August 16, 2021 to December 31, 2021, the Company did not enter into any transactions in the ordinary course of business with related parties.

The remuneration of directors and other members of key management personnel during the period from incorporation on August 16, 2021 to December 31, 2021 was $71,120.

See Note 7.

12. INCOME TAX

a) Provision for Income Taxes

Major items causing the Company's effective income tax rate to differ from the combined Canadian federal and provincial statutory rate of 26.5% were as follows:

	2021
	$
(Loss) before income taxes	(267,851)
Expected income tax (recovery) based on statutory rateAdjustment to expected income tax benefit:	(71,000)
Benefit of tax assets not recognized	71,000
Deferred income tax (recovery)	-

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

12. INCOME TAX (continued)

b) Deferred Income Tax

Deferred tax assets have not been recognized in respect of the following temporary differences:

	2021
	$
Non-capital loss carry-forwards	71,000
Total	71,000

The potential future benefit of these losses has not been recognized in the financial statements because it is not probable that future taxable profit will be available against which the Company can use the benefits.

c) Tax loss carry-forwards

As at December 31, 2021, the Company has non-capital tax losses for Canadian income tax purposes of approximately $71,000, available to use against future taxable income. The non-capital losses expire as follows:

Year of Expiry	Amount$
2041	71,000

13. ACQUISITON OF MOKE FRANCE SAS

On December 9, 2021, the Company acquired all the outstanding shares of Moke France SAS, a private company incorporated in France. As a result of the control obtained through the acquisition of 100% of the outstanding shares of Moke France SAS, the assets and liabilities were consolidated into the Company's financial statements. Moke France SAS had no material assets or liabilities as the time of the acquisition other than the rights associated with the Dealer Agreement with Moke International Inc., pursuant to which Moke France SAS may sell vehicles produced by Moke International Inc. in France. As consideration of the acquisition, the Company issued 6,000,000 common shares valued at $6,000,000. The common shares were valued based on the price of the most recent private placement financings of the Company.

The acquisition of Moke France SAS is being treated as an asset acquisition for accounting purposes as Moke France SAS does not meet the definition of a business, as defined in IFRS 3, Business Combinations. The assets acquired by the dealer agreement have been allocated to intangible assets.

Notes to the Consolidated Financial Statements For the period from incorporation on August 16, 2021 to December 31, 2021 (Expressed in United States dollars)

14. SUBSEQUENT EVENTS

Financing

In February 2022, a private placement financing was closed. See Note 7.

Proposed Transaction

On January 19, 2022, the Company and Blue Sky Energy Inc. ("BSI") entered into a definitive agreement related to a proposed transaction whereby BSI will acquire the Company (the "Proposed Transaction"). The Proposed Transaction is to be completed pursuant to a three-cornered amalgamation among BSI, a wholly-owned subsidiary of BSI ("Subco"), and the Company, whereby Subco and the Company will amalgamate and continue as one corporation (the "Amalgamation"), and the shareholders of the Company will receive shares of BSI (referred to on a post-closing basis as the "Resulting Issuer").

Pursuant to the definitive agreement, and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the Proposed Transaction, among other things:

BSI is expected to: (i) change its name to "EV Technology Group Inc." or such other name requested by EVT and acceptable to BSI and the applicable regulatory authorities (the "Name Change"); (ii) consolidate its existing common shares (the "BSI Shares") on the basis of one (1) post-consolidation BSI Share for up to every four (4) pre-consolidation BSI Shares (the "Consolidation"); and (iii) delist the BSI Shares from the TSX Venture Exchange (the "Delisting");
following completion of the foregoing, the Amalgamation will be completed, and the Company shareholders will exchange each common share of the Company for 4.7 common shares of the Resulting Issuer (the "Resulting Issuer Shares"); and
the board of directors and management of the Resulting Issuer will be replaced with nominees of the Company.

The Resulting Issuer will hold on a consolidated basis all of the assets and will be subject to all of the liabilities of BSI and EVT, and will continue the business of EVT.

The Proposed Transaction is expected to constitute the reverse acquisition of BSI by the Company for accounting purposes.

There can be no assurance the Proposed Transaction will be completed as described or at all. The termination of the agreement requires a break fee of $100,000.

SCHEDULE "E" MD&A OF EVT FOR THE PERIOD FROM INCEPTION (AUGUST 16, 2021) TO ITS FISCAL YEAR END OF DECEMBER 31, 2021

(Please see attached)

EV TECHNOLOGY GROUP INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

From the period of incorporation on August 16, 2021 to December 31, 2021

BACKGROUND

This Management's Discussion and Analysis ("MD&A") has been prepared based on information available to EV Technology Group Inc. ("we", "our", "us", "EVTG" or the "Company") containing information through March 31, 2022, unless otherwise noted. The MD&A provides a detailed analysis of the Company's operations and compares its financial results from the period of incorporation on August 16, 2021 to December 31, 2021. The financial statements and related notes of EVTG have been prepared in accordance with International Financial Reporting Standards ("IFRS"). Please refer to the notes to the audited consolidated financial statements for the period of incorporation on August 16, 2021 to December 31, 2021 for disclosure of the Company's significant accounting policies. The Company's presentation currency is the United States dollar. Unless otherwise noted, all references to currency in this MD&A refer to United States dollars.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Except for statements of historical fact relating to EVGT certain information contained herein constitutes forward-looking information under Canadian securities legislation. The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "goal", "predict", "potential", "should", "believe", "intend" or the negative of these terms and similar expressions are intended to identify forwardlooking information and statements. The information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information and statements. Such statements reflect the Company's current views with respect to certain events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance, or achievements to vary from those described in this MD&A. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this MD&A as intended, planned, anticipated, believed, estimated, or expected. With respect to the forward-looking statements contained herein, although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: the Company's lack of operating history as an investment company; the volatility of the market price of the common shares of the Company; risks relating to the trading price of the common shares of the Company relative to net asset value; risks relating to available investment opportunities and competition for investments; the volatility of the share prices of investments in public companies; the dependence on management, directors and the investment committee; risks relating to additional funding requirements; potential conflicts of interest and potential transaction and legal risks, conflict of interests and litigation risks, as more particularly described under the heading "Risk Factors" in this MD&A and in the Company's Annual Information Form ("AIF") filed with Canadian securities regulators. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

OVERVIEW OF THE COMPANY

EVTG was founded in order to focus on opportunities in the electric vehicle market. EVTG's mission statement is "to electrify iconic driving experiences". Its strategic focus is on developing and commercializing electric vehicle technologies that have growth potential in unique, niche, and underserved markets

The Company's consolidated financial statements have been prepared in accordance with IFRS applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements.

HIGHLIGHTS

The Company's highlights from the period of incorporation on August 16, 2021 to December 31, 2021 and subsequent events include:

On September 30, 2021, EVTG entered into an investment agreement with MIL (the "MIL Investment Agreement"). Pursuant to the MIL Investment Agreement, EVTG made a loan of US$5,000,000 to MIL, which loan accrues interest at a rate of 6% per annum and matures on December 31, 2026. As consideration for the loan, EVTG also received 372 ordinary shares of MIL for £0.10 per ordinary share for an approximate 15.48% equity interest in MIL. The MIL Investment Agreement also granted EVTG a right until September 30, 2022, to acquire an additional 246 ordinary shares of MIL, which, if exercised, would give EVTG a 23.3% equity interest in MIL, in exchange for an additional shareholder loan of US$5,000,000 at 6% interest for a term of five years. Pursuant to the MIL Investment Agreement, EVTG was granted the right to nominate a director to the board of director of MIL, and EVTG's CEO, Wouter Witvoet, has been so nominated and appointed.
In December 2021, EVTG acquired 100% of the issued and outstanding shares of MOKE France pursuant to the MOKE Share Exchange Agreement, including, indirectly, MOKE France's rights and interests in the MOKE Dealer Agreement between MOKE France and MIL. The consideration for the acquisition of MOKE France was the issuance of 6,000,000 EVTG Shares to the former shareholders of MOKE France.
Pursuant to the MOKE Dealer Agreement, MIL, as the manufacturer of MOKE products, has granted to MOKE France the non-exclusive right to import, market, sell or rent MOKE products and perform after-sales and customer relations services in France. The MOKE Dealer Agreement may be terminated by either party on twelve (12) months' notice to the other, or immediately in the event of breach by the other party.
EVTG currently has one business line, MOKE France, by which it is realizing on its strategy. Through its acquisition of MOKE France and the MOKE Dealer Agreement, EVTG intends to be a dealer and distributor of the newly developed MOKE Electric vehicle. In addition, EVTG plans to rent MOKE electric vehicles in certain cities in France where there is significant demand, especially in summer months.
On December 28, 2021 MOKE France ordered 100 MOKE Electric vehicles from MIL, with a deposit paid to secure the order. In terms of business operations, MOKE France plans to sell approximately half of these under the MOKE Dealer Agreement to third parties. The other half will be rented out to tourists and local population starting around May 2022 when first deliveries from the MIL factory are expected. This is expected to provide diversified revenue sources – with sales presenting large upfront revenue opportunities, and rental providing ongoing cashflow
On January 19, 2022, the Company entered into a definitive agreement (the "Definitive Agreement") relating to a proposed business combination (the "Proposed Transaction"). The Proposed Transaction is to be completed pursuant to a three-cornered amalgamation among BSI, a whollyowned subsidiary of the Company ("Subco"), and EVTG, whereby Subco and EVTG will amalgamate and continue as one corporation (the "Amalgamation"), and the shareholders of EVTG will receive shares of the Company (referred to on a post-closing basis as the "Resulting Issuer"). Pursuant to the Definitive Agreement, and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the Proposed Transaction, among other things: the Company will: (i) change its name to "EV Technology Group Inc." or such other name requested by EVTG and acceptable to the Company and the applicable regulatory authorities (the "Name Change"); (ii) consolidate its existing common shares (the "BSI Shares") on the basis of one (1) post-consolidation BSI Share for up to every four (4) pre-consolidation BSI Shares (the "Consolidation"); and (iii) delist the BSI Shares from the TSX Venture Exchange (the "Delisting"); following completion of the foregoing, the Amalgamation will be completed, and the EVT shareholders will exchange each EVTG common share (the "EVTG Shares") for 4.7 common shares of the Resulting Issuer (the "Resulting Issuer Shares"); and the board of directors and management of the Resulting Issuer will be replaced with nominees of EVTG. The Resulting Issuer will hold, on a consolidated basis, all of the assets and will be subject to all of the liabilities of the Company and EVTG, and will continue the business of EVTG.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, EVTG completing a non-brokered private placement of subscription receipts for minimum gross proceeds of $5,000,000 (the "Concurrent Financing"), as discussed in greater detail below; BSI completing the Name Change, the Consolidation and the Delisting (collectively, the "BSI Meeting Matters"); the satisfaction by BSI of approximately $2,501,340 of liabilities of BSI by the issuance of approximately 10,005,362 BSI Shares ("BSI Shares for Debt"); TSX Venture Exchange ("TSXV") acceptance of the Delisting; acceptance of listing of the Resulting Issuer Shares by the NEO Exchange Inc. (the "NEO"); and receipt of the necessary approvals of the shareholders of BSI and EVTG. The Proposed Transaction will not be completed while BSI is listed on the TSXV.

The Resulting Issuer will hold on a consolidated basis all of the assets and will be subject to all of the liabilities of BSI and EVT, and will continue the business of EVT. The Proposed Transaction is expected to constitute the reverse acquisition of BSI by the Company for accounting purposes. There can be no assurance the Proposed Transaction will be completed as described or at all. The termination of the agreement requires a break fee of $100,000.

Listing

Management

Concurrent Financing

In connection with and prior to closing of the Proposed Transaction, EVTG proposes to complete a non-brokered private placement of subscription receipts (the "Subscription Receipts") at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of up to $5,000,000. On the satisfaction or waiver of all conditions precedent to the Proposed Transaction and certain other ancillary conditions customary for transactions of this nature (collectively, the "Release Conditions"), each Subscription Receipt will automatically convert into EVTG Shares without the payment of additional consideration or the taking of further action on the part of the subscriber, which will then be exchanged for post-Consolidation Resulting Issuer Shares, on the basis of one post-Consolidation Resulting Issuer Share for each one Subscription Receipt.

The gross proceeds of the Concurrent Financing will be held in escrow pending the satisfaction of the Release Conditions. In the event the event the Proposed Transaction does not occur on the date that is 120 days following the final closing date of the Concurrent Financing (or such later date as EVTG and BSI may jointly determine), the gross proceeds shall be returned to the purchasers pro rata without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.

The net proceeds of the Concurrent Financing, after giving effect to the Proposed Transaction, are expected to be used by the Resulting Issuer for corporate and general working capital purposes.

TRENDS

Electric vehicles are cars or other vehicles with motors that are powered by electricity rather than liquid fuels. Electric vehicles first appeared in the mid-19th century, holding the vehicular land speed record until around 19001 . In the early 20th-century, internal combustion engine vehicles gained market share as the leading type of private motor vehicle due to their superior range and cost; although electric vehicles have continued to be used in the form of loading and freight equipment and public transport – especially rail vehicles.

1 https://www.georgeherald.com/News/Article/Motoring/first-electric-car-set-landspeed-record-in-1900-

201909101029#:~:text=Electric%20cars%20have%20only%20been,arrival%20of%20the%20Tesla%20Roadster.&text=Thomas%20Edison%20too k%20an%20interest,record%20on%206%20September%201900.

Fast-forward to today, and the tide is again turning. The electric vehicle market is reaching an 'inflection point' in its growth. In 2020, approximately 3 million electric vehicles were sold globally; this is expected to grow by 11 million in 2025 and 28 million by 2030; an 833% total increase or 30%+ CAGR.2 This growth has been enabled by several key factors:

First, regulation. Governments around the world are accelerating the adoption of electric vehicles through policy. In the United States, President Joe Biden set a goal for 50% of new US vehicles to be electric by 2030; this implies up to 8 million+ vehicles sold per year in the United States could be electric instead of gas-powered3 . In Europe, by 2030-2035, no new gas vehicles will be able to be sold in 12 countries including Germany, Sweden and the UK. China, the world's largest auto market, has also stated that no new gas vehicles will be able to be sold following the year 2040. Many regulators see electric vehicle policy as an important method to meet international climate obligations and to spur innovation in their own economies.4

Second, technological development, including most notably the 'lithium-ion' breakthrough. Over the last decade, lithium-ion battery production prices have declined 85%5 , making electric vehicle development commercially viable for the first time in history and unleashing consumer demand. Additional innovation in manufacturing processes have lowered the cost of EV manufacturing and, combined with lower maintenance costs, have contributed to a reduced 'total cost of ownership' for EVs as compared to gaspowered vehicles going forward.6

Third, consumer preferences. Led by prominent EV brands such as Tesla, EVs are gaining mainstream consumer awareness. As availability of EVs increases, the corresponding EV infrastructure, advertising and number of vehicles on road creates a virtuous cycle for consumers to shift their vehicle purchasing habits7 . EV designs are maturing to meet a diverse range of consumer needs: from the Rimac Hypercar through to mass market to smaller light electric vehicles.

Forward-looking markets have been willing to reward tomorrow's EV leaders. Of today's 10 largest automotive companies globally, EV players such as Tesla, Rivian and BYD make up a substantial share of market capitalization8 . Legacy automotive players such as Toyota and Volkswagen are investing heavily to transition their production to electric.9

Tesla was the first to be rewarded by markets for bringing 'every day' electric vehicles to market; it has enjoyed 1400%+ share price appreciation over the last three years10, and correspondingly triggered a wave of EV player IPOs/SPACs. Some of these players include Nio (a Chinese EV player), Rivian (EV SUVs), Acrimoto (fun utility EVs), Fisker Motors (EV SUVs) and Lucid Motors (luxury EVs); in addition to an ecosystem of companies plying electric vehicle technology such as Quantumscape (solid state Lithium

decade/#:~:text=Over%20the%20past%20decade%2C%20the,popular%20in%20utility%2Dscale%20storage.

2 https://www.ft.com/content/fb4d1d64-5d90-4e27-b77f-6e221bc02696

3 https://www.theguardian.com/environment/2021/aug/05/biden-electric-vehicles-goal-2030-climate-crisis

4 https://www.chargedfuture.com/countries-and-states-with-gas-car-bans/

5 https://solaredition.com/lithium-ion-battery-price-decreased-by-85-during-the-past-

6 https://insideevs.com/news/527165/study-evs-ownership-40percent-lower/

7 https://www.financialexpress.com/auto/electric-vehicles/shift-in-consumer-behavior-electric-vehicles-ev-electric-cars-electric-scooters-

electric-bikes/2110749/

8 https://en.wikipedia.org/wiki/List\_of\_manufacturers\_by\_motor\_vehicle\_production

9 https://www.bloomberg.com/news/articles/2021-12-14/toyota-accelerates-electric-vehicle-shift-with-30-

models#:~:text=Toyota%20will%20roll%20out%2030,15%20EVs%20globally%20by%202025.&text=Toyota's%20been%20slower%20to%20relea se,hybrids%20to%20hydrogen%2Dpowered%20cars.

10 https://www.bloomberg.com/quote/TSLA:US

batteries). There is also a robust private and start-up market of players entering the space as well as legacy gas-powered vehicle players investing in the transition.

Competition and Market Participants

In general, MOKE France faces competition from other players in the sales, rental and experience business lines, focused on the South of France, notably with electric and/or niche vehicles. Specifically, Citroen Mehari is a competitor vehicle to MOKE. Additionally, a small number of businesses offer heritage gaspowered MOKEs for rent and sale in the country. Lastly, general purpose car dealerships and rental players in the region may offer vehicles that compete in the same consideration set (e.g. sportscars).

FINANCIAL RESULTS

The following is a discussion of the results of operations of the Company from the period of incorporation on August 16, 2021 to December 31, 2021. They should be read in conjunction with the Company's consolidated financial statements from the period of incorporation on August 16, 2021 to December 31, 2021.

From the period of incorporation on August 16, 2021 to December 31, 2021, the Company recorded a net (loss) of $(267,851)

Consulting fees were $83,250 for the period of incorporation on August 16, 2021 to December 31, 2021. They included fees paid to officers of the Company.

Legal Fees were $24,850 for the period of incorporation on August 16, 2021 to December 31, 2021. The legal fees included general fees and those related to Moke France SAS.

Office costs $15,647 for the period of incorporation on August 16, 2021 to December 31, 2021.

Travel costs were $42,144 for the period of incorporation on August 16, 2021 to December 31, 2021. The costs related corporate activities and business development increased in 2021.

Loss from investment in associate was $215,120 for the period of incorporation on August 16, 2021 to December 31, 2021. This represents Company's 15.48% interest in Moke International Inc.

For the period of incorporation on August 16, 2021 to December 31, 2021, the Company used $539,337 in operations. For the period of incorporation on August 16, 2021 to December 31, 2021, the Company used $5,015,826 in investing activities which was made of the $5,000,000 loan and investment into Moke International Inc. For the period of incorporation on August 16, 2021 to December 31, 2021, the Company provided $6,774,040 from financing activities related to private placement financings that closed during the period and subsequent to December 31, 2021.

LIQUIDITY AND CAPITAL RESOURCES

In management's view, given the nature of the Company's operations, the most relevant financial information relates primarily to current liquidity, solvency and planned expenditures. The Company's financial success will be dependent upon the execution and development of its new investment strategy and business operations. Such execution and development may take years to complete and the amount of resulting income, if any, is difficult to determine.

EVGT relies upon various sources of funds for its ongoing operating activities. These resources include proceeds from dispositions of investments, interest and dividend income from investments and private placement financing.

The Company had working capital (see Non-IFRS Measures) of $1,658,587 as at December 31, 2021 including cash and cash equivalents of $1,218,877. None of the cash equivalents are invested in assetbacked securities.

On February 2, 2022, the Company closed a private placement financing of 2,170,000 common shares at $1.00 per common share for gross proceeds of $2,170,000, of which $1,570,000 was received in 2021.

Foreign currency risk

Credit risk

Liquidity risk

Capital Management

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the NEO Exchange which once listed requires one of the following to be met: (i) shareholders equity of at least $2.5 million, (ii) net income from continuing operations of at least $375,000, (iii) market value of listed securities of at least $25 million, or (iv) assets and revenues of at least $25 million. There were no changes to the Company's capital management from the period of incorporation on August 16, 2021 to December 31, 2021.

Commitments

Legal Commitments

The Company is, from time to time, involved in various claims and legal proceedings. The Company cannot reasonably predict the likelihood or outcome of these activities. The Company does not believe that adverse decisions in any pending or threatened proceedings related to any matter, or any amount which may be required to be paid by reasons thereof, will have a material effect on the financial condition or future results of operations. As at December 31, 2021, no amounts have been accrued related to such matters.

Lease

The Company has entered into a lease agreement through its subsidiary Moke France SAS. The lease is for a period from April 1, 2022 to December 31, 2023 at the rate of EUR 40,000 ($45,000) per year

SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company's financial results for the most recently completed quarter:

	Q4-2021
	31-Dec-21
Net loss	$	(267,851)
Net loss per share	$	(0.03)
Working Capital*	$	1,658,587
Total Assets		$ 12,531,323
Total Non-current Liabilities	$	-

SELECTED ANNUAL INFORMATION

The highlights of financial data for the Company for the most recently completed financial years are as follows:

	2021
Net loss	$(267,851)
Net loss per share	$(0.03)
Working Capital*	$ 1,658,587
Total Assets	$12,531,323
Total Non-current Liabilities	$-

OFF BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements to which the Company is committed.

RELATED PARTY TRANSACTIONS

During the period from incorporation on August 16, 2021 to December 31, 2021, the Company did not enter into any transactions in the ordinary course of business with related parties.

The remuneration of directors and other members of key management personnel during the period from incorporation on August 16, 2021 to December 31, 2021 was $71,120.

All of the above noted transactions have been in the normal course of operations and are recorded at their exchange amounts, which is the consideration agreed upon by the related parties.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Fair value

IFRS requires that the Company disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statements of financial position date, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

Fair value hierarchy

The three levels of the fair value hierarchy with respect to required disclosures about the inputs to fair value measurements are:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and,
Level 3 Inputs that are not based on observable market data.

The carrying value of amounts receivable and accounts payable and accrued liabilities reflected in the statement of financial position approximate fair value because of the relatively short-term maturities. The carrying value of the loan approximates fair value due to the short time since the loan was made.

NON-IFRS MEASURES

The Company has referred to working capital throughout this document. Working capital is a Non-IFRS performance measure. In the gold mining industry, it is a common Non-IFRS performance measure but does not have a standardized meaning. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, we and certain investors use this information to evaluate the Company's performance and ability to generate cash, profits and meet financial commitments. This Non-IFRS measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The following table provides a reconciliation of working capital to the financial statements as at December 31, 2021.

	December 31, 2021
Current assets
Cash and cash equivalents	$	1,218,877
Restricted cash		15,775
Accounts receivable		65,546
Prepaid advances		383,522
		1,683,721
Current liabilities
Accounts payable and accrued liabilities		25,134
		25,134
Working Capital:
current assets less current liabilities	$	1,658,587

OUTSTANDING SHARE DATA

Authorized unlimited common shares without par value – 19,205,100 are issued and outstanding as at March 31, 2022.

RISKS AND UNCERTAINTIES

The Company is exposed to a number of risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. The following outlines certain risk factors specific to the Company. These risk factors could materially affect the Company's future results and could cause actual events to differ materially from those described in forward–looking information relating to the Company. Please also refer to the Company's AIF for the year ended December 31, 2020 filed on SEDAR for a full description of the Company's risks in addition to those highlighted below.

Risks Related to EVTG

EVTG has a limited operating history

EVTG has a limited history of operations and is in the early stage of development. As such, EVTG will be subject to many risks common to early stage enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenue. There is no assurance that EVTG will achieve its operating goals. There is no assurance that EVTG will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. There can be no assurance that EVTG will be able to earn material revenue or that any of its activities will generate positive cash flow.

EVTG may require additional funds to finance its operations

Additional funds raised through debt or equity offerings may be needed to finance the Resulting Issuer's ongoing and future activities. There can be no assurance that EVTG will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain additional financing could cause EVTG to reduce or terminate its operations.

EVTG is subject to competition from other electric vehicle companies

EVTG will compete with other automobile and technology businesses within the electric vehicle sector and such competition is likely to increase if early entrants in the sector perform well. Competition could result in the Resulting Issuer being unable to: make accretive acquisitions; recruit or retain qualified employees or consultants; obtain necessary financing or capital; or achieve its projected financial performance. Increased competition could result in increased costs and lower prices for the Resulting Issuer's products which, in turn, could reduce profitability. Consequently, the Resulting Issuer's revenues, operations and financial condition could be materially adversely affected.

The ongoing COVID-19 pandemic may have an adverse effect of the business of EVTG

The global COVID-19 pandemic continues to rapidly evolve and we cannot anticipate with any certainty the length or severity of the effects of COVID-19. The extent to which COVID-19 adversely impacts EVTG's business will depend on future developments that are highly uncertain, such as the following: the ultimate severity of the disease; the duration of the outbreak or future outbreaks; travel restrictions imposed by governments or businesses in the markets in which the Resulting Issuer operates; the duration and scope of business closures or business disruptions; changes in customer travel preferences and demand; the impact of increasing unemployment on discretionary spending; the length of time it takes for rental pricing and volume and normal economic conditions to return; technology disruptions; the Resulting Issuer's relationships with vehicle manufacturers; the Resulting Issuer's liquidity position; the development of effective vaccines or treatments; and the effectiveness of actions taken to contain the disease and future outbreaks. COVID-19 could have a material adverse impact on the Resulting Issuer's customer demand, revenues and profitability. If the COVID-19 pandemic persists, the Resulting Issuer could experience rental cancellations and a material decline in forward bookings due to decreased customer demand as a result of a decrease in travel to France and fewer tourists.

Seasonality Risks

Single Vehicle Manufacturing Risk

Initially, the Resulting Issuer will rely primarily on EVTG's MOKE business for revenue, which is dependent on the delivery by MIL of the MOKE Electric for the summer of 2022. If MIL, for whatever reason, fails to deliver on its contract with MOKE France to deliver such vehicles on time, the Resulting Issuer's car rental business could be materially adversely impacted by the lack of supply.

Supply Chain Risk

The Resulting Issuer will rely on MIL to produce the MOKE Electric on time and to deliver it against a reasonable wholesale price that leaves enough margin for MOKE France to have a profitable business. Through MIL, EVTG is indirectly exposed to supply chain risk in areas such as: commodity prices and availability (particularly steel), rare earth metals (mainly cobalt), worldwide freight availability, semiconductors, and more. While the MOKE Electric does not have the complexity from an engineering and parts perspective as more complicated vehicles, supply chain risk remains a possible issue.

EVTG may be unable to adequately control the costs associated with its operations, even with continued refinement of its budget. Significant costs are expected related to procuring raw materials required to manufacture and assemble vehicles. The prices for and availability of these raw materials fluctuate depending on factors beyond the EVTG's control. EVTG's business also depends on the continued supply of battery cells for its vehicles. EVTG is exposed to multiple risks relating to availability and pricing of quality lithium-ion battery cells. In addition, a global semiconductor supply shortage is having wide-ranging effects across the automotive industry and may negatively impact the supply needed for our testing and production timeline.

The COVID-19 crisis has caused and may continue to cause (i) disruptions to EVTG's supply chain, including its access to critical raw materials and components, many of which require substantial lead time, or cause a substantial increase in the price of those items, (ii) an increase in other costs as a result of EVTG's efforts to mitigate the effects of COVID-19, and (iii) delays in EVTG's schedule to full commercial production of EVTG's products. Furthermore, currency fluctuations, tariffs or shortages in petroleum, steel and aluminum or other raw materials and other economic or political conditions have resulted and may continue to result in significant increases in freight charges and raw material costs, delays in obtaining critical materials or changes in the specifications for those materials. Substantial increases in the prices for our raw materials or components have increased and may continue to increase our operating costs, and could reduce our margins. In addition, a growth in popularity of electric vehicles without a significant expansion in battery cell production capacity or sufficient availability of semiconductors could result in shortages, which would increase our cost of materials or impact our prospects. These factors could also delay our overall production timeline and limit production volume.

Counterfeit Risk

Market risk for securities

Foreign exchange risk

Tax

Litigation Risks

Ability to Generate Profits

Management of the Resulting Issuer's Growth

Reliance on Key Personnel

No Plans to Pay Dividends

Intellectual Property Rights

The Business of EVTG may be exposed to cybersecurity risks

Cyber incidents can result from deliberate attacks or unintentional events, and may arise from internal sources (e.g., employees, contractors, service providers, suppliers and operational risks) or external sources (e.g., nation states, terrorists, hacktivists, competitors and acts of nature). Cyber incidents include unauthorized access to information systems and data (e.g., through hacking or malicious software) for purposes of misappropriating or corrupting data or causing operational disruption. Cyber incidents also may be caused in a manner that does not require unauthorized access, such as causing denial-of-service attacks on websites (e.g., efforts to make network services unavailable to intended users). A cyber incident that affects EVTG might cause disruptions and adversely affect its business operations, and might also result in violations of applicable law (e.g., personal information protection laws), each of which might result in potentially significant financial losses and liabilities, regulatory fines and penalties, reputational harm, and reimbursement and other compensation costs. In addition, substantial costs might be incurred to investigate, remediate and prevent cyber incidents.

Resulting Issuer Risks

Dependence on Business and Industry Expertise of Management Team

Necessary approvals may not be obtained

The completion of the Transaction and the listing of the Resulting Issuer Shares on the NEO Exchange are subject to the satisfaction of a number of conditions, including Final Exchange Approval. There can be no assurance that all of the necessary approvals will be obtained. If the Transaction, as contemplated by the Amalgamation Agreement, is not completed for these reasons or for any others, EVTG and BSI will have incurred significant costs associated with the failed implementation of the Transaction.

The requirements of being a public company may strain the Resulting Issuer's resources, divert management's attention and affect its ability to attract and retain management and qualified board members

Enforcement of judgments against foreign persons may not be possible

MULTILATERAL INSTRUMENT 52-109 DISCLOSURE

Evaluation of disclosure controls and procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in annual filings, interim filings or other reports filed or submitted under provincial and territorial securities legislation, and that such information is accumulated and communicated to management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosures.

We have evaluated the effectiveness of our disclosure controls and procedures and have concluded, based on our evaluation that they are sufficiently effective to provide reasonable assurance that material information relating to the Company is made known to management and disclosed in accordance with applicable securities regulations.

Internal controls over financial reporting

The CEO and CFO, together with other members of Management, have designed internal controls over financial reporting based on the Internal Control–Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO - 1992). These controls are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of annual audited financial statements in accordance with IFRS.

We have not identified any changes to our internal control over financial reporting which would materially affect, or is reasonably likely to materially affect, our internal control over financial reporting.

The CEO and CFO, together with other members of Management, have evaluated the effectiveness of internal controls over financial reporting as defined by National Instrument 52-109, and have concluded, based on our evaluation that they are operating effectively as at December 31, 2021.

SIGNIFICANT ACCOUNTING POLICIES

The Company's significant accounting policies can be found in Note 2 of its annual audited financial statements from the period of incorporation on August 16, 2021 to December 31, 2021.

Future accounting change

IFRS 10 – Consolidated Financial Statements ("IFRS 10") and IAS 28 – Investments in Associates and Joint Ventures ("IAS 28") were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined; however, early adoption is permitted.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of the Company's Consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.

Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the Consolidated financial statements are as follows:

Income taxes, value added, withholding and other taxes

Business combination

Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values. In determining the allocation of the purchase price in a business combination, including any acquisition related contingent consideration, estimates including market based and appraisal values are used. The contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity

Contingencies

Refer to Note 10 in the notes to the financial statements.

SCHEDULE "F" PRO FORMA FINANCIAL STATEMENTS

(Please see attached)

BLUE SKY ENERGY INC.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

December 31, 2021

(Expressed in United States dollars)

BLUE SKY ENERGY INC. Pro Forma Condensed Consolidated Statement of Financial Position

As at December 31, 2021 (Unaudited) (Expressed in US dollars)

	EV Technology Group Inc.At December 31, 2021	Blue Sky Energy Inc.At January 31, 2022		Pro FormaAdjustments(Note 4)	Pro FormaConsolidation
ASSETS
CurrentCash and cash equivalents	$1,218,877	$5,508	(a) $(c) $(d)	(100,000)600,0004,583,925	$6,308,310
Restricted cashAmounts receivablePrepaid advances	15,77565,546383,522	-7,7966,776			15,77573,342390,298
	1,683,720	20,080		5,083,925	6,787,725
Non-currentLoan to Moke International Inc.Intangible assetsInvestment in Moke International Inc.	2,615,5526,000,0002,232,051	---			2,615,5526,000,0002,232,051
Total assets	$12,531,323	$20,080		$5,083,925	$17,635,328
LIABILITIES
Current
Accounts payable and accrued liabilities	$25,134	$1,686,695	(b) $	(1,560,932)	$150,897
Loans payable	-	412,044	(b)	(412,044)	-
	25,134	2,098,739		(1,972,976)	150,897
SHAREHOLDERS' EQUITY
Share capital	11,204,040	2,240,827	(b)(c)(d)(e)(e)	1,972,9772,170,0004,583,925(4,213,804)8,063,243	26,021,208
Shares to be issued	1,570,000	-	(c)	(1,570,000)	-
Contributed surplus	-	-			-
Deficit	(267,851)	(4,319,486) (a)		(100,000)	(8,536,777)
			(e)(e)	4,319,486(8,168,926)
	12,506,189	(2,078,659)		7,056,901	17,484,431
	$12,531,323	$20,080		$5,083,925	$17,635,328

BLUE SKY ENERGY INC. Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements December 31, 2021 (Expressed in US Dollars)

1. BASIS OF PRESENTATION

The unaudited pro forma condensed consolidated financial statements of Blue Sky Energy Inc. ("Blue Sky") and EV Technology Group Inc. ("EVTG") which comprise the pro forma condensed consolidated statement of financial position as at December 31, 2021 and the pro forma condensed consolidated statement of loss and comprehensive loss for the year ended December 31, 2021, have been prepared by management of Blue Sky for illustrative purposes only, to show the effect of the combination of Blue Sky with EVTG. Blue Sky is a public company listed on the TSX Venture Exchange (the "Exchange"). As more fully described in Note 3, EVTG and Blue Sky entered into a definitive amalgamation agreement pursuant to which Blue Sky will acquire all of the issued and outstanding securities of EVTG in exchange for securities of Blue Sky (the "Transaction"). Completion of the Transaction is subject to the satisfaction or waiver of certain conditions, including the receipt of shareholder and regulatory approval.

The unaudited pro forma condensed consolidated financial statements have been compiled from:

a) The audited consolidated financial statements of EVTG as at and for the period of incorporation on August 16, 2021 to December 31, 2021;

b) The unaudited consolidated interim financial statements of Blue Sky as at and for the three and six months ended January 31, 2022.

These pro forma condensed consolidated financial statements are presented in US Dollars which is expected to be the functional currency of the continuing entity. For the purposes of these pro forma condensed consolidated statements, the statement of financial position of Blue Sky has been translated from Canadian Dollars (the Company's reporting currency) to US Dollars using the exchange rate as at December 31, 2021 (CAD$1 = USD$0.7888), and the statement of loss and comprehensive loss has been translated at the average exchange rates for the respective periods.

The unaudited pro forma condensed consolidated statement of financial position as at December 31, 2021 has been prepared as if the transaction described in Note 3 and pro forma adjustments described in Note 4 had occurred on December 31, 2021 and the unaudited pro forma condensed consolidated statement of loss and comprehensive loss for the year ended December 31, 2021 has been prepared as if the transaction described in Note 3 and pro forma adjustments described in Note 4 had occurred on August 16, 2021. It is management's opinion that the unaudited pro forma condensed consolidated financial statements, in all material respects, the Transaction, assumptions and adjustments described in Notes 3 and 4, are consistent with International Financial Reporting Standards ("IFRS"). The unaudited pro forma condensed consolidated financial statements are not intended to reflect the financial position of Blue Sky which would have actually resulted had the Transaction been affected on the dates indicated. Actual amounts recorded upon consummation of the agreement will likely differ from those recorded in the unaudited pro forma condensed consolidated financial statements. Any potential synergies that may be realized and integration costs that may be incurred upon consummation of the Transaction have been excluded from the unaudited pro forma condensed consolidated financial statements. Certain elements of the financial statements of Blue Sky and EVTG have been reclassified to provide a consistent format.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited financial statements of Blue Sky as at and for the year ended July 31, 2021 and the audited consolidated financial statements of EVTG as at December 31, 2021 including notes thereto of EVTG and Blue Sky, and included in the filing statement or posted on www.sedar.com.

BLUE SKY ENERGY INC. Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements December 31, 2021 (Expressed in US Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in the preparation of the unaudited pro forma condensed consolidated financial statements are as set out in Blue Sky audited financial statements for the year ended July 31, 2021 and the consolidated financial statements for the period ended December 31, 2021. In preparing the unaudited pro forma condensed consolidated financial statements, a review was undertaken to identify accounting policy differences between Blue Sky and EVTG where the impact was potentially material and could be reasonably estimated. Accounting policy differences may be identified after consummation and integration of the proposed acquisition. However, the significant accounting policies of EVTG are believed to conform, in all material respects, to those of Blue Sky.

3. ACQUISITION OF BLUE SKY

On January 19, 2021, Blue Sky and EVTG entered into a definitive amalgamation agreement pursuant to which Blue Sky will acquire all of the issued and outstanding securities of EVTG in exchange for securities of Blue Sky.

The Transaction is structured as a three-cornered amalgamation, pursuant to which Blue Sky Subco, a whollyowned subsidiary of Blue Sky, and EVTG will amalgamate (the "Amalgamation") to form a newly amalgamated company ("Amalco"), and upon the Amalgamation, former shareholders of EVTG ("EVTG Shareholders") will receive 4.7 New Blue Sky Share for each one EVTG Share held and Amalco will become a wholly-owned subsidiary of Blue Sky. Prior to the Transaction, Blue Sky will effect a share consolidation on the basis of 0.25 common shares for every 1 share issued and outstanding. EVT shareholders will exchange each EVT common share (the "EVT Shares") for 4.7 common shares of the Resulting Issuer.

Upon completion of the Amalgamation, Blue Sky will be the parent and the sole shareholder of Amalco and thus will indirectly carry on the business of EVTG under the name "EV Technology Group Inc." As of December 31, 2021, EVTG authorized capital consists of an unlimited number of commons shares, of which 17,035,100 common shares are issued and outstanding.

As the shareholders of EVTG will control the continuing entity, the Transaction will constitute a reverse takeover ("RTO") for accounting purposes.

On closing of the Transaction, Blue Sky expects to issue an aggregate of 96,075,470 common shares to existing shareholders of EVTG.

Completion of the Transaction is subject to a number of conditions, including but not limited to, NEO Exchange acceptance and shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.

4. PRO FORMA ADJUSTMENTS

The unaudited pro forma condensed consolidated statement of financial position reflects the following adjustments as if the Transaction had occurred on December 31, 2021. The unaudited pro forma condensed consolidated statement of loss and comprehensive loss for the year ended December 31, 2021 reflects the following adjustments as if the Transaction had occurred on August 16, 2021.

(a) Transaction costs of approximately $100,000.
(b) To record shares issued on settlement of Blue Sky accounts payable and loans payable.
(c) Record the private placement whereby 2,170,000 common shares of EVTG are to be issued at a price of $1.00 per share for gross proceeds of $2,170,000.
(d) Record the private placement whereby 5,811,500 subscription receipts of EVTG are to be issued at a price of CAD$1.00 per share for gross proceeds of CAD$5,811,500 (USD $4,582,925). Each common share issued in this private placement will convert into one common share of EVTG upon completion of the Transaction.
(e) Record the Transaction, whereby under the acquisition accounting rules, EVTG acquired Blue Sky. The assets acquired, and liabilities assumed are to be recorded at their estimated fair market values, which are based on preliminary management estimates and are subject to final valuation adjustments. A reverse takeover transaction involving a non-public operating entity and a non-operating public company is in substance a share-based payment transaction equivalent to the issuance of shares by the non-public operating entity, EVTG., for the net assets and the listing status of the non-operating public company, Blue Sky. The difference between the purchase price consideration paid and the net identifiable assets acquired is treated as a reverse takeover acquisition cost and is expensed.

Purchase Price Consideration Paid:

Estimated fair value of Blue Sky shares (i)		8,063,243
	$	8,063,243
Net Assets (Liabilities) Acquired
CashAmounts receivablePrepaid expensesAccounts payable and accured liabilities	$	5,5087,7966,776(125,763)
	$	(105,683)
Excess of purchase price over fair value	$	8,168,926
	$	8,063,243

(i). The estimated fair value of the Blue Sky shares was based on the financing price as expected to be completed by EVTG at CAD$1.00 per common share.
(f) The effective income tax rate applied in the unaudited proforma condensed consolidated financial statement is 0%.

4. PRO FORMA ADJUSTMENTS (continued)

Management will continue to review information and perform further analysis with respect to the valuation of the purchase consideration and the net assets acquired, prior to finalizing the allocation of the purchase price.

5. PRO FORMA SHAREHOLDERS' EQUITY CONTINUITY

A pro forma continuity of Blue Sky's issued capital stock and related recorded values after giving effect to the pro forma adjustments described in Note 4 above is set out below:

	Note	#	Common shares$	Shares to beissued$	Deficit$	Equity$
EV Technology Group Inc. at December 31, 2021		17,035,100	11,204,040	1,570,000	(267,851)	12,506,189
Private placement financing	4(c)	2,170,000	2,170,000	(1,570,000)	-	600,000
Share exchange	3	71,058,870	-	-	-	-
Subscription receipts financing, to be completed prior to completion,net of issue costs	4(d)	5,811,500	4,583,925	-	-	4,583,925
EV Technology Group Inc. equity, immediately prior to transaction		96,075,470	17,957,965	-	(267,851)	17,690,114
Blue Sky Energy Inc. acquisition	4(e)	10,222,580	8,063,243	-	(8,268,926)	(205,683)
Total Pro Forma Shareholders' Equity		106,298,050	26,021,208	-	(8,536,777)	17,484,431

SCHEDULE "G" RESULTING ISSUER STOCK OPTION PLAN

STOCK OPTION PLAN

BLUE SKY ENERGY INC.

(the "Company")

STOCK OPTION PLAN

1. STATEMENT OF PURPOSE

1.1 Principal Purposes – The principal purposes of the Plan are to provide the Company with the advantages of the incentive inherent in share ownership on the part of employees, officers, directors and consultants responsible for the continued success of the Company; to create in such individuals a proprietary interest in, and a greater concern for, the welfare and success of the Company; to encourage such individuals to remain with the Company; and to attract new employees, officers, directors and consultants to the Company.

1.2 Benefit to Shareholders – The Plan is expected to benefit shareholders by enabling the Company to attract and retain skilled and motivated personnel by offering such personnel an opportunity to share in any increase in value of the Shares resulting from their efforts.

2. INTERPRETATION

2.1 Defined Terms – For the purposes of this Plan, the following terms shall have the following meanings:

(a) "Act" means the Securities Act (Ontario), as amended from time to time;
(b) "Associate" shall have the meaning ascribed to such term in the Act;
(c) "Board" means the Board of Directors of the Company;
(d) "Change in Control" means:
- (i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its affiliates and another corporation or other entity, as a result of which the holders of Shares immediately prior to the completion of the transaction hold less than 25% of the outstanding shares of the successor corporation after completion of the transaction;
- (ii) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Company and/or any of its Subsidiary Companies which have an aggregate book value greater than 25% of the book value of the assets, rights and properties of the Company and its Subsidiary Companies on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned subsidiary of the Company in the course of a reorganization of the assets of the Corporation and its Subsidiary Companies;
- (iii) a resolution is adopted to wind-up, dissolve or liquidate the Company;
- (iv) any person, entity or group of persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Shares of the Company which, when added to the Shares owned of record or beneficially by the Acquiror or which the Acquiror has

the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror (as such terms are defined in the Act) to cast or to direct the casting of 20% or more of the votes attached to all of the Company's outstanding Shares which may be cast to elect directors of the Company or the successor corporation (regardless of whether a meeting has been called to elect directors);

(v) as a result of or in connection with: (A) a contested election of directors, or; (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Company or any of its affiliates and another corporation or other entity, the nominees named in the most recent management information circular of the Company for election to the Board (or replacements designated by such nominees) shall not constitute a majority of the Board; or
(vi) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent;
(e) "Committee" means a committee of the Board appointed in accordance with this Plan, or if no such committee is appointed, the Board itself;
(f) "Company" means Blue Sky Energy Inc., a company incorporated under the laws of the Province of Ontario;
(g) "Consultant" means an individual, other than an Employee, senior officer or director of the Company or a Subsidiary Company, or a Consultant Company, who;
- (i) provides ongoing consulting, technical, management or other services to the Company or a Subsidiary Company, other than services provided in relation to a distribution of the Company's securities,
- (ii) provides the services under a written contract between the Company or a Subsidiary Company and the individual or Consultant Company,
- (iii) in the reasonable opinion of the Company spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Subsidiary Company, and
- (iv) has a relationship with the Company or a Subsidiary Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;
(h) "Consultant Company" means, for an individual Consultant, a company of which the individual is an employee or shareholder, or a partnership of which the individual is an employee or partner;
(i) "Date of Grant" means the date specified in the Option Agreement as the date on which the Option is effectively granted;
(j) "Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:
- (i) being employed or engaged by the Company, a Subsidiary Company or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or a Subsidiary Company; or
- (ii) acting as a director or officer of the Company or a Subsidiary Company;
(k) "Disinterested Shareholder Approval" means an ordinary resolution approved by a majority of the votes cast by members of the Company at a shareholders' meeting, excluding votes attaching to Shares beneficially owned by Insiders to whom Options may be granted and Associates of those persons;
(l) "Effective Date" means the effective date of this Plan, which is the later of the day of its approval by the shareholders of the Company and the day of its acceptance for filing by the Exchange if such acceptance for filing is required under the rules or policies of the Exchange;
(m) "Eligible Person" means:
- (i) an Employee, senior officer or director of the Company or any Subsidiary Company,
- (ii) a Consultant,
- (iii) an individual providing Investor Relations Activities for the Company;
- (iv) a company, all of the voting securities of which are beneficially owned by one or more of the persons referred to in (i), (ii) or (iii) above
(n) "Employee" means:
- (i) an individual who is considered an employee under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source),
- (ii) an individual who works full-time for the Company or a Subsidiary Company providing services normally provided by an employee and who is subject to the same control and direction by the Company or a Subsidiary Company over the details and methods of work as an employee of the Company or a Subsidiary Company, but for whom income tax deductions are not made at source,
- (iii) an individual who works for the Company or a Subsidiary Company, on a continuing and regular basis for a minimum amount of time per week, providing services normally provided by an employee and who is subject to the same control and direction by the Company or a Subsidiary Company over the details and methods of work as an employee of the Company or a Subsidiary Company, but for whom income tax deductions are not made at source;
(o) "Exchange" means the stock exchange or over the counter market on which the Shares are listed;
(p) "Exchange Act" means the United States Securities Exchange Act of 1934, as amended;
(q) "Fair Market Value" means, where the Shares are listed for trading on an Exchange, the last closing price of the Shares before the Date of Grant on the Exchange which is the principal trading market for the Shares, as may be determined for such purpose by the Committee, provided that, so long as the Shares are listed only on the TSXVE, the "Fair Market Value" shall not be lower than the last closing price of the Shares before the Date of Grant less the maximum discount permitted under the policies of the TSXVE;
(r) "Guardian" means the guardian, if any, appointed for an Optionee;
(s) "Insider" shall have the meaning ascribed to such term in the Act;
(t) "Investor Relations Activities" means any activities or oral or written communications, by or on behalf of the Company or a shareholder of the Company that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:
- (i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company
  - (A) to promote the sale of products or services of the Company, or
  - (B) to raise public awareness of the Company,

that cannot reasonably be considered to promote the purchase or sale of securities of the Company,

(ii) activities or communications necessary to comply with the requirements of
- (A) applicable securities laws,
- (B) the rules and policies of the TSXVE, if the Shares are listed only on the TSXVE, or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Company,
(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if
- (A) the communication is only through the newspaper, magazine or publication and
- (B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer, or
(iv) activities or communications that may be otherwise specified by the TSXVE, if the Shares are listed only on the TSXVE;
(u) "Option" means an option to purchase unissued Shares granted pursuant to the terms of this Plan;
(v) "Option Agreement" means a written agreement between the Company and an Optionee specifying the terms of the Option being granted to the Optionee under the Plan;
(w) "Option Price" means the exercise price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of Sections 6.3 and 10;
(x) "Optionee" means an Eligible Person to whom an Option has been granted;
(y) "Person" means a natural person, company, government or political subdivision or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such syndicate or group shall be deemed to be a Person;
(z) "Plan" means this 2022 Stock Option Plan of the Company;
(aa) "Qualified Successor" means a person who is entitled to ownership of an Option upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death;
(bb) "Shares" means the common shares in the capital of the Company as constituted on the Date of Grant, adjusted from time to time in accordance with the provisions of Section 10;
- (cc) "Subsidiary Company" shall mean a company which is a subsidiary of the Company;
- (dd) "Term" means the period of time during which an Option may be exercised; and
(ee) "TSXVE" means the TSX Venture Exchange.

3. ADMINISTRATION

3.1 Board or Committee – The Plan shall be administered by the Board or by a Committee appointed in accordance with Section 3.2.

3.2 Appointment of Committee – The Board may at any time appoint a Committee, consisting of not less than three of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. In the absence of the appointment of a Committee by the Board, the Board shall administer the Plan.

3.3 Quorum and Voting – A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Section 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. No member of the Committee who is a director to whom an Option may be granted may participate in the decision to grant such Option (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee in which action is to be taken with respect to the granting of an Option to him).

3.4 Powers of Board and Committee – The Board shall from time to time authorize and approve the grant by the Company of Options under this Plan, and any Committee appointed under Section 3.2 shall have the authority to review the following matters in relation to the Plan and to make recommendations thereon to the Board;

(a) administration of the Plan in accordance with its terms,
(b) determination of all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the value of the Shares,
(c) correction of any defect, supply of any information or reconciliation of any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan,
(d) prescription, amendment and rescission of the rules and regulations relating to the administration of the Plan;
(e) determination of the duration and purpose of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of the Plan,
(f) with respect to the granting of Options:
(i) determination of the employees, officers, directors or consultants to whom Options will be granted, based on the eligibility criteria set out in this Plan,
(ii) determination of the terms and provisions of the Option Agreement which shall be entered into with each Optionee (which need not be identical with the terms of any other Option Agreement) and which shall not be inconsistent with the terms of this Plan,
(iii) amendment of the terms and provisions of an Option Agreement, provided the Board obtains:
- (A) the consent of the Optionee, and
- (B) if required, the approval of any Exchange on which the Shares are listed,
(iv) determination of when Options will be granted,
(v) determination of the number of Shares subject to each Option,
(vi) determination of the vesting schedule, if any, for the exercise of each Option, and
(g) other determinations necessary or advisable for administration of the Plan.

3.5 Obtain Approvals – The Board will seek to obtain any regulatory, Exchange or shareholder approvals which may be required pursuant to applicable securities laws or Exchange rules.

3.6 Administration by Committee – The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan. In addition, the Committee's administration of the Plan shall in all respects be consistent with the Exchange policies and rules.

4. ELIGIBILITY

4.1 Eligibility for Options – Options may be granted to any Eligible Person.

4.2 Insider Eligibility for Options – Notwithstanding Section 4.1, if the Shares are listed only on the TSXVE, grants of Options to Insiders shall be subject to the policies of the TSXVE.

4.3 No Violation of Securities Laws – No Option shall be granted to any Optionee unless the Committee has determined that the grant of such Option and the exercise thereof by the Optionee will not violate the securities law of the jurisdiction in which the Optionee resides.

5. SHARES SUBJECT TO THE PLAN

5.1 Number of Shares – The maximum number of Shares issuable from time to time under the Plan is that number of Shares as is equal to 10% of the number of issued Shares at the Date of Grant of an Option. The maximum number of Shares issuable under the Plan shall be adjusted, where necessary, to take account of the events referred to in Section 10.

5.2 Expiry of Option – If an Option expires or terminates for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purposes of the Plan.

5.3 Reservation of Shares – The Company will at all times reserve for issuance and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

6. OPTION TERMS

6.1 Option Agreement – Each Option granted to an Optionee shall be confirmed by the execution and delivery of an Option Agreement and the Board shall specify the following terms in each such Option Agreement:

(a) the number of Shares subject to option pursuant to such Option, subject to the following limitations if the Shares are listed only on the TSXVE:
- (i) the number of Shares reserved for issuance pursuant to Options to any one Optionee shall not exceed 5% of the issued Shares in any 12-month period (unless the Company has obtained Disinterested Shareholder Approval to exceed this number),
- (ii) the number of Shares reserved for issuance under Options granted to Insiders at any point in time exceeding 10% of the issued Shares (unless the Company has obtained Disinterested Shareholder Approval);
- (iii) the number of Shares reserved for issuance pursuant to Options to any one Consultant shall not exceed 2% of the issued Shares in any 12-month period, and
- (iv) the aggregate number of Shares reserved for issuance pursuant to Options to Employees and those individuals conducting Investor Relations Activities shall not exceed 2% of the issued Shares in any 12-month period;
(b) the Date of Grant;
(c) the Term, provided that, if the Shares are listed only on the TSXVE, the length of the Term shall in no event be greater than five years following the Date of Grant for all Optionees;
(d) the Option Price, provided that the Option Price shall not be less than the Fair Market Value of the Shares on the Date of Grant;
(e) subject to Section 6.2 below, any vesting schedule upon which the exercise of an Option is contingent;
(f) if the Optionee is an Employee, Consultant or an individual providing Investor Relations Activities for the Company, a representation by the Company and the Optionee that the Optionee is a bona fide Employee, Consultant or an individual providing Investor Relations Activities for the Company, as the case may be, of the Company or a Subsidiary Company; and
(g) such other terms and conditions as the Board deems advisable and are consistent with the purposes of this Plan.

6.2 Vesting Schedule – The Board, as applicable, shall have complete discretion to set the terms of any vesting schedule of each Option granted, including, without limitation, discretion to:

(a) permit partial vesting in stated percentage amounts based on the Term of such Option; and
(b) permit full vesting after a stated period of time has passed from the Date of Grant.

Notwithstanding anything contained herein, Options granted to individuals providing Investor Relations Activities shall vest in stages over a period of not less than 12 month with no more than one quarter of such Options vesting in any three month period.

6.3 Amendments to Options – Amendments to the terms of previously granted Options are subject to regulatory approval, if required. If required by the Exchange, Disinterested Shareholder Approval shall be required for any reduction in the Option Price of a previously granted Option if the Optionee is an Insider of the Company at the time of the proposed reduction in the Option Price.

6.4 Uniformity – Except as expressly provided herein, nothing contained in this Plan shall require that the terms and conditions of Options granted under the Plan be uniform.

7. EXERCISE OF OPTION

7.1 Method of Exercise – Subject to any limitations or conditions imposed upon an Optionee pursuant to the Option Agreement or Section 6 hereof, an Optionee may exercise an Option by giving written notice thereof, specifying the number of Shares in respect of which the Option is exercised, to the Company at its principal place of business at any time after the Date of Grant until 4:00 p.m. (Toronto time) on the last day of the Term, such notice to be accompanied by full payment of the aggregate Option Price to the extent the Option is so exercised. Such payment shall be in lawful money (Canadian funds) by cash, cheque, bank draft or wire transfer. Payment by cheque made payable to the Company in the amount of the aggregate Option Price shall constitute payment of such Option Price unless the cheque is not honoured upon presentation, in which case the Option shall not have been validly exercised.

7.2 Issuance of Certificates – Not later than the third business day after exercise of an Option in accordance with Section 7.1, the Company shall issue and deliver to the Optionee a certificate or certificates evidencing the Shares with respect to which the Option has been exercised. Until the issuance of such certificate or certificates, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the certificate is issued, except as provided by Section 10 hereof.

7.3 Compliance with U.S. Securities Laws – As a condition to the exercise of an Option, the Board may require the Optionee to represent and warrant in writing at the time of such exercise that the Shares are being purchased only for investment and without any then-present intention to sell or distribute such Shares. At the option of the Board, a stop-transfer order against such Shares may be placed on the stock books and records of the Company and a legend, indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such Shares in order to assure an exemption from registration. The Board may also require such other documentation as may from time to time be necessary to comply with United States' federal and state securities laws. The Company has no obligation to undertake registration of Options or the Shares issuable upon the exercise of the Options.

7.4 Withholding Taxes Etc.: For certainty and notwithstanding any other provision of the Plan, the Corporation or any Designated Affiliate may take such steps as it considers necessary or appropriate for the deduction or withholding of any taxes or other amounts which the Corporation or any Designated Affiliate is required by any law or regulation of any governmental authority whatsoever to deduct or withhold in connection with any Common Share issued pursuant to the Plan.

8. TRANSFERABILITY OF OPTIONS

8.1 Non-Transferable/Legending – Except as permitted by applicable securities laws and the policies of the Exchange, and as provided otherwise in this Section 8, Options are non-assignable and nontransferable. If the Shares are listed only on the TSXVE, then, in addition to any resale restrictions under applicable securities laws if the Option Price is based on a discount from the last closing price of the Shares on the TSXVE, the Option Agreement and the certificates representing the Shares issued on the exercise of such Option shall bear the TSXVE legend with a four-month hold period commencing on the Date of Grant.

8.2 Death of Optionee – Subject to Section 8.3, if the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, terminates as a result of such Optionee's death, any Options held by such Optionee shall pass to the Qualified Successor of the Optionee and shall be exercisable by such Qualified Successor until the earlier of a period of not more than one year following the date of such death and the expiry of the Term of the Option.

8.3 Disability of Optionee – If the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities for the Company, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, is terminated by reason of such Optionee's Disability, any Options held by such Optionee that could have been exercised immediately prior to such termination of employment or service shall be exercisable by such Optionee, or by his Guardian, for a period of not more than one year following the date of such following the termination of employment or service of such Optionee. If such Optionee dies within that period of not more than one year, any Option held by such Optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such Optionee, and shall be exercisable by the Qualified Successor until the earlier of a period of not more than one year following the death of such Optionee and the expiry of the Term of the Option.

8.4 Vesting – Options held by a Qualified Successor or exercisable by a Guardian shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

8.5 Deemed Non-Interruption of Employment – Employment shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment with the Company or any Subsidiary Company is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee's reemployment is not so guaranteed, then the Optionee's employment shall be deemed to have terminated on the ninety-first day of such leave.

9. TERMINATION OF OPTIONS

9.1 Termination of Options – To the extent not earlier exercised or terminated in accordance with Section 8, an Option shall terminate at the earliest of the following dates:

(a) the termination date specified for such Option in the Option Agreement;
(b) where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Company or any Subsidiary Company, or an individual providing Investor Relations Activities for the Company, is terminated for cause, the date of such termination for cause;
(c) where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Company or any Subsidiary Company or an individual providing Investor Relations Activities for the Company terminates for a reason other than the Optionee's Disability or death or for cause, not more than 90 days after such date of termination; PROVIDED that if an Optionee's position changes from one of the said categories to another category, such change shall not constitute termination or cessation for the purpose of this Subsection 9.1(c); and
(d) the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8.1.

9.2 Lapsed Options – If Options are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options. If an Option has been surrendered in connection with the regranting of a new Option to the same Optionee on different terms than the original Option granted to such Optionee, then, if required, the new Option is subject to approval of the Exchange.

9.3 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement – If the Optionee retires, resigns or is terminated from employment or engagement with the Company or any Subsidiary Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not vested at that time or which, if vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

10. ADJUSTMENTS TO OPTIONS

10.1 Alteration in Capital Structure – If there is any change in the Shares through or by means of a declaration of stock dividends of the Shares or consolidations, subdivisions or reclassifications of the Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option and the Option Price therefor shall be adjusted proportionately by the Board and, if required, approved by the Exchange, and such adjustment shall be effective and binding for all purposes of the Plan.

10.2 Effect of Amalgamation, Merger or Arrangement – If the Company amalgamates, merges or enters into a plan of arrangement with or into another corporation, including without limitation any statutory procedure following a take-over bid, any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger or arrangement if the Optionee had exercised the Option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board and such adjustment shall be binding for all purposes of the Plan.

10.3 Acceleration on Change in Control – Upon a Change in Control, all Options excluding options held by an individual providing Investor Relations Activities shall become immediately exercisable, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject.

10.4 Acceleration of Date of Exercise – Subject to the approval of the Exchange, if required, the Board shall have the right to accelerate the date of vesting of any portion of any Option which remains unvested.

10.5 Determinations to be Binding – If any questions arise at any time with respect to the Option Price or exercise price or number of Option Shares or other property deliverable upon exercise of an Option following an event referred to in this Section 10, such questions shall be conclusively determined by the Board, whose decisions shall be final and binding.

10.6 Effect of a Take-Over – If a bona fide offer (the "Offer") for Shares is made to an Optionee or to shareholders generally or to a class of shareholders which includes the Optionee, which Offer constitutes a take-over bid within the meaning of the Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon any Option held by an Optionee other than an individual providing Investor Relations Activities may be exercised in whole or in part, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject, by the Optionee so as to permit the Optionee to tender the Shares received upon such exercise (the "Optioned Shares") to the Offer. If:

(a) the Offer is not completed within the time specified therein; or
(b) all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up and paid for by the offeror pursuant thereto;

the Optioned Shares or, in the case of clause (b) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised. If any Optioned Shares are returned to the Company under this Section, the Company shall refund to the Optionee any Option Price paid for such Optioned Shares.

11. APPROVAL, TERMINATION AND AMENDMENT OF PLAN

11.1 Shareholder Approval – This Plan, if the Shares are listed only on the TSXVE, is subject to shareholder approval on a yearly basis at the Company's next ensuing annual general meeting. This Plan, if the Shares are listed only on the NEO Exchange Inc., is subject to shareholder every three years at the applicable annual general meeting of the Company.

11.2 Power of Board to Terminate or Amend Plan – Subject to the approval of the Exchange, if required, the Board may terminate, suspend or discontinue the Plan at any time or amend or revise the terms of the Plan; provided, however, that, except as provided in Section 10, the Board may not do any of the following without obtaining, within 12 months either before or after the Board's adoption of a resolution authorizing such action, approval by the Company's shareholders at a meeting duly held in accordance with the applicable corporate laws:

(a) increase the maximum number of Shares which may be issued under the Plan;
(b) materially modify the requirements as to eligibility for participation in the Plan; or
(c) materially increase the benefits accruing to participants under the Plan;

however, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority, or as a result of changes in the policies of the Exchange relating to director, officer and employee stock options, without obtaining the approval of the Company's shareholders.

11.3 No Grant During Suspension of Plan – No Option may be granted during any suspension, or after termination, of the Plan. Amendment, suspension or termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.

12. CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

12.1 Compliance with Laws – Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, any applicable United States' state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations thereunder and the requirements of any Exchange or automated interdealer quotation system of a registered national securities association upon which such Shares may then be listed or quoted, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such Shares. The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any Shares under this Plan, or the unavailability of an exemption from registration for the issuance and sale of any Shares under this Plan, shall relieve the Company of any liability with respect to the non-issuance or sale of such Shares other than with respect to a refund of any Option Price paid.

13. USE OF PROCEEDS

13.1 Use of Proceeds – Proceeds from the sale of Shares pursuant to the Options granted and exercised under the Plan shall constitute general funds of the Company and shall be used for general corporate purposes, or as the Board otherwise determines.

14. NOTICES

14.1 Notices – All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and shall be either delivered personally to the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such personal delivery; telecopied, in which case notice shall be deemed to have been duly given on the date the telecopy is sent; or mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the tenth postal delivery day following the date of such mailing.

15. MISCELLANEOUS PROVISIONS

15.1 No Obligations to Exercise – Optionees shall be under no obligation to exercise Options granted under this Plan.

15.2 No Obligation to Retain Optionee – Nothing contained in this Plan shall obligate the Company or any Subsidiary Company to retain an Optionee as an employee, officer, director or consultant for any period, nor shall this Plan interfere in any way with the right of the Company or any Subsidiary Company to reduce such Optionee's compensation.

15.3 Binding Agreement – The provisions of this Plan and of each Option Agreement with an Optionee shall be binding upon such Optionee and the Qualified Successor or Guardian of such Optionee.

15.4 Use of Terms – Where the context so requires, references herein to the singular shall include the plural, and vice versa, and references to a particular gender shall include either or both genders.

15.5 Headings – The headings used in this Plan are for convenience of reference only and shall not in any way affect or be used in interpreting any of the provisions of this Plan.

15.6 No Representation or Warranty – The Company makes no representation or warranty as to the future value of any Shares issued in accordance with the provisions of this Plan.

15.7 Income Taxes – As a condition of and prior to participation in the Plan any Optionee shall on request authorize the Company in writing to withhold from any remuneration otherwise payable to such Optionee any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such Optionee's participation in the Plan.

15.8 Compliance with Applicable Law – If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange or over the counter market having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

15.9 Conflict – In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

15.10 Governing Law – This Plan and each Option Agreement issued pursuant to this Plan shall be governed by the laws of the Province of Ontario.

15.11 Time of Essence – Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be, or to operate as, a waiver of the essentiality of time.

15.12 Entire Agreement – This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

16. EFFECTIVE DATE OF PLAN

16.1 Effective Date of Plan – This Plan shall be effective on the later of the day of its approval by the shareholders of the Company given by way of ordinary resolution and the day of its acceptance for filing by the Exchange.

SCHEDULE "H" RESULTING ISSUER DSU PLAN

DSU Plan

BLUE SKY ENERGY INC.

Deferred Share Unit Plan

ARTICLE 1 DEFINITIONS AND INTERPRETATION

defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings: 1.01 For purposes of this Deferred Share Unit Plan, unless such word or term is otherwise
- (a) "Act" means the Business Corporations Act (Ontario) or its successor, as amended from time to time;
- (b) "Board" means the board of directors of the Corporation;
- (c) "Change of Control" means the occurrence of any one or more of the following events:
  - (i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its affiliates and another corporation or other entity, as a result of which the holders of Common Shares immediately prior to the completion of the transaction hold less than 25% of the outstanding shares of the successor corporation after completion of the transaction;
  - (ii) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Corporation and/or any of its Subsidiaries which have an aggregate book value greater than 25% of the book value of the assets, rights and properties of the Corporation and its Subsidiaries on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned Subsidiary of the Corporation in the course of a reorganization of the assets of the Corporation and its Subsidiaries;
  - (iii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;
  - (iv) any person, entity or group of persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror (as such terms are defined in the Act) to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation's outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);
  - (v) as a result of or in connection with: (A) a contested election of directors, or; (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Corporation or any of its

affiliates and another corporation or other entity, the nominees named in the most recent management information circular of the Corporation for election to the Board (or replacements designated by such nominees) shall not constitute a majority of the Board; or

(vi) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent;
(d) "Committee" means the Board or if the Board so determines in accordance with Section 2.03 of the Plan, the committee of the Directors authorized to administer the Plan, which may include any compensation committee of the Board;
(e) "Common Shares" means the common shares of the Corporation;
(f) "Consultant" means, with respect to a corporation, a person, other than an Employee, Executive Officer, or Director of such corporation or of a Related Entity of such corporation, that:
- (i) is engaged to provide services to such corporation or a Related Entity of such corporation, other than services provided in relation to a distribution;
- (ii) provides the services under a written contract with such corporation or a Related Entity of such corporation, and
- (iii) spends or will spend a significant amount of time and attention on the affairs and business of such corporation or a Related Entity of such corporation;

and includes:

(iv) for an individual Consultant, a corporation of which the individual Consultant is an employee or shareholder, and a partnership of which the individual Consultant is an employee or partner, and
(v) for a Consultant that is not an individual, an Employee, Executive Officer, or Director of the Consultant, provided that the individual Employee, Executive Officer, or Director spends or will spend a significant amount of time and attention on the affairs and business of the issuing corporation or a Related Entity of such corporation;
(g) "Corporation" means Blue Sky Energy Inc., a corporation existing under the Act;
(h) "Deferred Share Unit" or "DSU" means a unit credited by way of a bookkeeping entry in the books of the Corporation and administered pursuant to the Plan, representing the right to receive one Common Share;
(i) "Designated Affiliate" means an affiliate of the Corporation designated by the Committee for purposes of the Plan from time to time;
(j) "Director" means a member of the Board from time to time;
(k) "Disinterested Shareholder Approval" means approval by a majority of the votes cast by all the Corporation's shareholders at a duly constituted shareholders' meeting, excluding votes attached to shares of the Corporation beneficially owned

by Insiders to whom DSUs may be granted under the Plan and their associates and affiliates;

(l) "DSU Grant Letter" has the meaning ascribed in Section 3.04;
(m) "DSU Issue Date" means the date on which the Committee determines to grant Deferred Share Units to an Eligible Person;
(n) "DSU Payment" means the issuance of Common Shares by the Corporation to a Participant equal to the number of Deferred Share Units held by the Participant on the Separation Date;
(o) "DSU Trust" has the meaning ascribed thereto in Section 8.01;
(p) "Eligible Person" means a person who, at the relevant time:
- (i) is a Director of the Corporation or of a Related Entity;
- (ii) is an Executive Officer of the Corporation or of a Related Entity;
- (iii) is an Employee of the of the Corporation or of a Related Entity; or
- (iv) is a Consultant of the Corporation or of a Related Entity;
(q) "Employee" means, with respect to a corporation:
- (i) an individual who is considered an employee of the corporation or a Related Entity of the corporation under the Income Tax Act;
- (ii) an individual who works full-time for the corporation or a Related Entity of the corporation providing services normally provided by an employee and who is subject to the same control and direction by the corporation or the Related Entity of the corporation over the details and methods of work as an employee of the corporation or the Related Entity of the corporation, but for whom income tax deductions are not made at source, or
- (iii) an individual who works for the corporation or a Related Entity of the corporation on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the corporation or the Related Entity of the corporation over the details and methods of work as an employee of the corporation or the Related Entity of the corporation, but for whom income tax deductions are not made at source;
(r) "Event of Termination" means the termination of the employment of a Participant as an employee or the cessation of a Participant as a Director, Executive Officer, Employee or Consultant, in any of the foregoing circumstances for any reason whatsoever, but provided that the Participant does not thereafter continue in the capacity of a Director, Executive Officer, Employee or Consultant. In the case of a termination of the employment of a Participant with the Corporation, the date of the Event of Termination shall be the date of the cessation of such Participant's employment with the Corporation regardless of whether he or she is entitled to notice of termination or payment at law or under the terms of any employment contract and regardless of whether the termination of employment was lawful or unlawful. In the case of a cessation of a Participant as a Director or Executive

Officer, the date of the Event of Termination shall be the date that such Participant ceases to serve in such capacity. In the case of a cessation of a Participant as a Consultant, the date of the Event of Termination shall be the date that the Corporation's contractual arrangement for services with such Participant terminates;

(s) "Exchange" means the NEO Exchange or, if the Common Shares are no longer listed for trading on the NEO Exchange, such other exchange or quotation system on which the Common Shares are listed or quoted for trading;
(t) "Executive Officer" means, in respect of a corporation, an individual who is:
- (i) a chair, vice-chair or president;
- (ii) a vice-president in charge of a principal business unit, division or function including sales, finance or production; or
- (iii) performing a policy-making function in respect of the corporation;
(u) "Insider" has the meaning as set out in the NEO Manual;
(v) "Investor Relations Activities" has the meaning ascribed to such term in the Securities Act;
(w) "Market Value" means the weighted average trading price of the Common Shares on the Exchange for the five consecutive trading days immediately prior to the date as of which Market Value is determined. If the Common Shares are not trading on the Exchange, then the Market Value shall be determined based on the trading price on such stock exchange or over-the-counter market on which the Common Shares are listed and posted for trading. If the Common Shares are not listed and posted for trading on any stock exchange or over-the-counter market, then Market Value shall be the fair market value of such Common Shares as determined by the Committee in its sole discretion;
(x) "NEO Manual" means the corporate finance manual published by the Exchange, as amended from time to time, or if the Common Shares are no longer listed for trading on the Exchange, the policies of such other exchange or quotation system on which the Common Shares are listed or quoted for trading;
(y) "Participant" for the Plan means each Eligible Person to whom Deferred Share Units are issued;
(z) "Person" means any individual, firm, partnership, limited partnership, limited liability company or partnership, unlimited liability company, joint stock company, association, trust, trustee, executor, administrator, legal or personal representative, government, governmental body, entity or authority, group, body corporate, corporation, unincorporated organization or association, syndicate, joint venture or any other entity, whether or not having legal personality, and any of the foregoing in any derivative, representative or fiduciary capacity and pronouns have a similar meaning;
(aa) "Plan" means the deferred share unit plan described in Article 3 hereof;
(bb) "Related Entity" means, for a corporation, a person that controls or is controlled by the corporation or that is controlled by the same person that controls the corporation;
(cc) "Required Regulatory Approval" means the approval of the Exchange and/or such other regulatory administrative or legal authorities as required for the issuance of Common Shares from treasury to satisfy the DSU Payment obligation of the Corporation under any DSUs;
(dd) "Required Shareholder Approval" means the approval, if any, by the shareholders of the Corporation, as required pursuant to applicable laws and Exchange rules and policies for the issuance of Common Shares from treasury to satisfy the DSU Payment obligations of the Corporation under any DSUs;
(ee) "Separation Date" means the date on which an Event of Termination occurs with respect to a Participant, or the date on which a Participant otherwise ceases to be an Eligible Person for any reason whatsoever, including the death of such Eligible Person;
(ff) "Security-Based Compensation Arrangement" shall include:
- (i) stock option plans for the benefit of employees, Insiders, service providers, or any one of such groups;
- (ii) stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased;
- (iii) stock appreciation rights involving issuances of securities from treasury;
- (iv) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation;
- (v) security purchases from treasury by an employee, Insider, or service provider which is financially assisted by the Corporation by any means whatsoever;
- (vi) and for the avoidance of doubt, "Security-Based Compensation Arrangements" shall expressly exclude securities issued pursuant to employment inducements;
(gg) "Subsidiary" means a corporation which is a subsidiary of the Corporation as defined under the Act; and
(hh) "Voting Securities" means Common Shares and/or any other securities (other than debt securities) of the Corporation or a successor entity that carry a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

1.02 Securities Definitions

In the Plan, the term "affiliate", shall have the meaning given to such term in the Securities Act (Ontario).

1.03 Headings

The headings of all articles, sections and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

1.04 Context, Construction

Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

1.05 References to this Plan

The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part hereof.

1.06 Canadian Funds

Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

ARTICLE 2 PURPOSE AND ADMINISTRATION OF THE DEFERRED SHARE PLAN

2.01 Purpose of the Plan

The purpose of the Plan is to strengthen the alignment of interests between Eligible Persons and the shareholders of the Corporation. In addition, the Plan has been adopted for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of Eligible Persons, it being generally recognized that deferred share unit plans aid in attracting, retaining and encouraging commitment and performance due to the opportunity offered to such Eligible Persons to receive compensation in line with the value of the Common Shares.

2.02 Administration of the Plan

The Plan shall be administered by the Committee, and the Committee shall have full discretionary authority to administer the Plan including the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be final and binding on the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan, and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. The Plan shall remain an unfunded obligation of the Corporation and the rights of Participants under the Plan shall be general unsecured obligations of the Corporation. All costs incurred in connection with the Plan shall be for the account of the Corporation.

2.03 Delegation to the Committee

All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three Directors, including any compensation committee of the Board.

2.04 Record Keeping

The Corporation shall maintain a register in which shall be recorded:

(a) the name and address of each Participant in the Plan;
(b) the number of Deferred Share Units granted to each Participant under the Plan; and
(c) the date and price at which Deferred Share Units were granted.

ARTICLE 3 DEFERRED SHARE UNIT PLAN

3.01 Establishment of Plan

The Plan is hereby established for Eligible Persons.

3.02 Grants of DSUs

The Committee may grant DSUs under this Plan at such time and in such amounts as it may determine, which DSUs shall be subject to the terms and vesting conditions, if any, set out in the resolution of the Committee approving such grant.

3.03 Redemption

Each vested Deferred Share Unit held by a Participant who ceases to be an Eligible Person shall be redeemed by the Corporation on the relevant Separation Date for a DSU Payment (less any applicable taxes and other source deductions required to be withheld by the Corporation) to be made to the Participant (or after the Participant's death, a dependent, relative or legal representative of the Participant) on such date as the Corporation determines not later than 60 days after the Separation Date, without any further action on the part of the holder of the Deferred Share Unit in accordance with this Article 3. On settlement, the Corporation shall, for each such vested DSU, deliver to the Participant one Common Share. Any issuance of Common Shares under the Plan is subject to Required Regulatory Approval and Required Shareholder Approval. No amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Deferred Share Units will be granted to compensate for a downward fluctuation in the value of the Common Shares of the Corporation nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. Share certificates or other evidence of Common Shares issued pursuant to this section shall bear any legend as may be required by applicable securities laws or Exchange rules.

If a DSU is subject to vesting condition(s), the Participant holding such DSU shall not be entitled to the DSU Payment if the Participant ceases to be an eligible Participant, other than if the Participant ceases to be an eligible Participant in the event of, in connection with, or as a result of, a Change of Control, prior to the vesting condition(s) having been satisfied, and such DSU shall then be deemed cancelled. In the event of a Change of Control, each DSU shall

automatically vest and be redeemable upon the occurrence of the Separation Date in accordance with the preceding paragraph.

3.04 Deferred Share Unit Letter

Each grant of Deferred Share Units under the Plan shall be evidenced by a letter of the Corporation (a "DSU Grant Letter"). Such Deferred Share Units shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions, including without limitation vesting conditions, which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a DSU Grant Letter. The provisions of the various DSU Grant Letters entered into under the Plan need not be identical, and may vary from Participant to Participant or according to the date of grant.

The delivery of certificates representing the Common Shares to be issued in settlement of DSUs, as applicable, will be contingent upon the fulfillment of any requirements set out in the DSU Grant Letter or applicable provisions of laws.

3.05 Dividends

In the event that a dividend (other than stock dividend) is declared and paid by the Corporation on Common Shares, a Participant will be credited with additional Deferred Share Units. The number of such additional Deferred Share Units will be calculated by dividing the total amount of the dividends that would have been paid to the Participant if the Deferred Share Units in the Participant's account on the dividend record date had been outstanding Common Shares (and the Participant held no other Common Shares), by the closing price of a Common Share on the Exchange on the date on which the dividends were paid on the Common Shares.

3.06 Term of the Plan

The Plan, as set forth herein, shall be deemed to become effective as of ___________, 2022. The Plan shall remain in effect until it is terminated by the Board. Upon termination of the Plan, the Corporation shall redeem all remaining Deferred Share Units under Section 3.03 above, as at the applicable Separation Date for each of the remaining Participants.

ARTICLE 4 COMMON SHARES SUBJECT TO THE PLAN AND PARTICIPATION LIMITS

4.01 Common Shares Subject to the Plan.

Subject to adjustment under the provisions of Article 7, the aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all DSUs granted under this Plan is equal to 5% of the number of issued Common Shares at the date of grant of a DSU.

4.02 Common Shares Available for Future Grants.

Any Common Shares subject to DSUs which for any reason expires without having been exercised or is forfeited or terminated shall again be available for future DSU grants under the Plan.

4.03 Participation Limits.

The Plan, when combined with all of the Corporation's other previously established Security Based Compensation Arrangements, including the limitation imposed on the maximum number of Common Shares which may be issued pursuant to the exercise or redemption and settlement of DSUs set out in Section 4.01 above, shall not result at any time in the grant of DSUs:

(a) to any one Person in any 12 month period which could, when exercised, result in the issuance of Common Shares exceeding 5% of the issued and outstanding Common Shares of the Corporation, calculated at the DSU Issue Date, unless the Corporation has obtained the requisite Disinterested Shareholder Approval to the grant;
(b) to any one Consultant in any 12 month period which could, when exercised, result in the issuance of Common Shares exceeding 2% of the issued and outstanding Common Shares of the Corporation, calculated at the DSU Issue Date;
(c) in any 12 month period, to Persons employed or engaged by the Corporation to perform Investor Relations Activities which could, when exercised, result in the issuance of Common Shares exceeding, in aggregate, 2% of the issued and outstanding Common Shares of the Corporation, calculated at the DSU Issue Date;
(d) a number of Common Shares issuable to Insiders at any time exceeding 10% of the issued and outstanding Common Shares;
(e) to Insiders, within a 12 month period, of a number of Common Shares issued exceeding 10% of the issued shares of the Corporation;
(f) a number of Common Shares (i) issuable to all non-executive directors exceeding 1% of the issued and outstanding Common Shares, or (ii) issuable to any one nonexecutive director within a one-year period exceeding an DSU grant value of $150,000 per such non-executive director, based on a valuation method acceptable to the Board.

Any entitlement to acquire Common Shares granted pursuant to the Plan or other Securities Based Compensation Arrangement prior to the Participant becoming an Insider shall be excluded for the purposes of the limits set out in this Section 4.03.

4.04 Fractional Shares.

No fractional Common Shares shall be issued upon the settlement of DSUs in Common Shares, and the Board may determine the manner in which fractional share value shall be treated.

ARTICLE 5 WITHHOLDING TAXES

5.01 Withholding Taxes

The Corporation or any Designated Affiliate may take such steps as are considered necessary or appropriate for the withholding of any taxes or other amounts that the Corporation or any Designated Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any DSU or DSU Payment, including, without limiting the generality of the foregoing, the withholding of all or any portion of any DSU Payment or the withholding of the issue of Common Shares to be issued under the Plan (if applicable), until such time as the Participant has paid to, or made satisfactory arrangements for the payment to, the Corporation or any Designated Affiliate for any amount that the Corporation or Designated Affiliate is required by law to withhold with respect to such taxes or other amounts. Without limitation to the foregoing, the Committee may adopt administrative rules under the Plan, which provide for the sale, on

behalf of the Participant, of Common Shares (or a portion thereof) in the market upon the issuance of such shares under the Plan, to satisfy the Corporation's or Designated Affiliate's withholding obligations under the Plan.

ARTICLE 6 GENERAL

6.01 Amendments to the Plan

The Board may amend the Plan or DSU grants at any time without obtaining shareholder approval, provided, however, that no such amendment may materially and adversely affect any DSUs previously granted to a Participant without the consent of the Participant, except to the extent required by applicable law (including Exchange requirements). Any amendment under this Section shall be subject to all necessary regulatory approvals.

6.02 Amendments to the Plan Requiring Shareholder Approval

Notwithstanding Section 6.01, no amendments to the Plan or DSU grants to:

(a) extend the date on which a DSU will be forfeited or terminated in accordance with its terms;
(b) increase the maximum number of Common Shares reserved for issuance under the Plan;
(c) revise the participation limits set out in Section 4.03;
(d) revise Section 6.03 to permit DSUs granted under the Plan to be transferable or assignable other than for estate settlement purposes;
(e) any amendment required to be approved by shareholders under applicable law (including without limitation, pursuant to the NEO Company Manual); or
(f) revise the amending provisions set forth in Section 6.01 or 6.02;

shall be made without obtaining approval of the shareholders of the Corporation or Disinterested Shareholder Approval, as applicable, in accordance with the requirements of the Exchange.

6.03 Non-Assignable

Except as otherwise may be expressly provided for under this Plan or pursuant to a will or by the laws of descent and distribution, no Deferred Share Unit and no other right or interest of a Participant is assignable or transferable, and any such assignment or transfer in violation of this Plan shall be null and void.

6.04 Rights as a Shareholder and Director

No holder of any Deferred Share Units shall have any rights as a shareholder of the Corporation at any time. Nothing in the Plan shall confer on any Eligible Person the right to continue as a Director of the Corporation or as a director or any affiliate or interfere with the right to remove such director.

6.05 No Contract of Employment

Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Corporation or its affiliates nor interfere or be deemed to interfere in any way with any right of the Corporation or its affiliates to discharge any Participant at any time for any reason whatsoever, with or without cause.

6.06 Adjustment in Number of Payments Subject to the Plan

In the event there is any change in the Common Shares, whether by reason of a stock dividend, stock split, reverse stock split, consolidation, subdivision, reclassification or otherwise, an appropriate proportionate adjustment shall be made by the Committee with respect to the number of Deferred Share Units then outstanding under the Plan as the Committee, in its sole discretion, may determine to prevent dilution or enlargement of rights. If such adjustments, as determined by the Committee, shall be conclusive, final and binding for all purposes of the Plan.

6.07 No Representation or Warranty

The Corporation makes no representation or warranty as to the future value of any rights under the Deferred Share Units issued in accordance with the provisions of the Plan. No amount will be paid to, or in respect of, an Eligible Person under this Plan or pursuant to any other arrangement, and no additional Deferred Share Units will be granted to such Eligible Person to compensate for a downward fluctuation in the price of the Common Shares, nor will any other form of benefit be conferred upon, or in respect of, an Eligible Person for such purpose.

6.08 Compliance with Applicable Law

If any provision of the Plan or any Deferred Share Unit contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

6.09 Unfunded Benefit

All DSU Payments to be made constitute unfunded obligations of the Corporation payable solely from its general assets and subject to the claims of its creditors. The Corporation has not established any trust or separate fund to provide for the payment of benefits hereunder.

ARTICLE 7 ADJUSTMENTS

7.01 The number and kind of Common Shares to which a DSU grant pertains shall be adjusted in the event of a reorganization, recapitalization, stock split or redivision, reduction, combination or consolidation, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Corporation, in such manner, if any, and at such time, as the Board, in its sole discretion, may determine to be equitable in the circumstances. Failure of the Board to provide for an adjustment shall be conclusive evidence that the Board has determined that it is equitable to make no adjustment in the circumstances. If an adjustment results in a fractional share, the fraction shall be disregarded.
7.02 If at any time the Corporation grants to its shareholders the right to subscribe for and purchase pro rata additional securities of any other corporation or entity, there shall be no adjustments made to the Common Shares or other securities subject to a DSU grant in consequence thereof and the DSU grant shall remain unaffected.
7.03 The adjustments provided for in this Article 7 shall be cumulative.
7.04 On the happening of each and every of the foregoing events, the applicable provisions of the Plan shall be deemed to be amended accordingly and the Board shall take all necessary action so as to make all necessary adjustments in the number and kind of securities subject to any outstanding DSU grants (and the Plan).

ARTICLE 8 DSU TRUST

8.01 Establishment and Funding of DSU Trust

At the election of the Committee, the Corporation may settle a trust (the "DSU Trust") for the purposes of the Plan. The DSU Trust shall be funded from time to time by payments made to the DSU Trust by the Corporation for the purpose of enabling the DSU Trust to satisfy the Corporation's obligations under this Plan that, at the election of the Committee, may include purchasing Common Shares in the open market or pursuant to private transactions with third parties (other than the Corporation) sufficient Common Shares to satisfy the Corporation's obligation to make DSU Payments. All assets acquired under the Plan as a result of Corporation contributions, income and other additions to the DSU Trust shall be held in trust by the trustee in accordance with the provisions of the trust agreement and this Plan and administered, distributed and otherwise governed by the provisions of this Plan and the trust agreement as amended from time to time.

ARTICLE 9 MISCELLANEOUS

9.01 Governing Law

The Plan shall be construed in accordance with and be governed by the laws of Ontario and shall be deemed to have been made therein.

9.02 Regulatory and Shareholder Approval

The Plan shall be subject to the approval of any relevant regulatory authority whose approval is required. Any DSU grants granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such DSU grants may be exercised or shall vest unless such approval and acceptance is given.

The Plan shall be subject to the approval of the shareholders of the Corporation (or if required, Disinterested Shareholder Approval) to be sought at the Corporation's next duly called annual general meeting.

9.03 Effective Date of the Plan

The Plan is dated with effect as of _____________, 2022.

AI assistant

EV Technology Group Ltd — M&A Activity 2022

44670_rns_2022-04-06_482fc1b6-29e6-4d0b-9d52-0f23fefe8b3d.pdf

BLUE SKY ENERGY INC.

(TO BE RENAMED "EV TECHNOLOGY GROUP LTD." UPON COMPLETION OF THE TRANSACTION DESCRIBED HEREIN)

FILING STATEMENT IN RESPECT OF THE REVERSE TAKE-OVER OF BLUE SKY ENERGY INC. BY EV TECHNOLOGY GROUP INC.

April 4, 2022

GLOSSARY OF DEFINED TERMS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

ENFORCEMENT OF CIVIL LIABILITIES

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

SUMMARY OF FILING STATEMENT

The Parties to the Transaction

The Transaction

Arm's Length Transaction

The Subscription Receipt Financing

Directors and Officers of the Resulting Issuer

Funds Available

Principal Purpose of Funds

Selected Pro Forma Consolidated Financial Information

Stock Exchange Listings

Interests of Experts

Enforcement of Judgments Against Foreign Persons or Companies

Risk Factors

INFORMATION CONCERNING THE TRANSACTION

Description of the Transaction

Background to the Amalgamation

Effects of the Amalgamation

Amalco

The Amalgamation Agreement

General

Mutual Conditions Precedent

Additional Conditions Precedent in Favour of BSI to Complete the Amalgamation

Additional Conditions Precedent in Favour of EVT to Complete the Amalgamation

Representations and Warranties

Termination of Amalgamation Agreement

There are no assurances that the conditions set out in the Amalgamation Agreement will be satisfied or waived on a timely basis.

Effects of the Amalgamation

Shareholder Approval

Subscription Receipt Financing

Stock Exchange

Securities Law Matters

INFORMATION CONCERNING BSI

Corporate Structure

Corporate Name and Head and Registered Office

Intercorporate Relationships

General Development of the Business

History

Description of Business

Financial Statements

Management's Discussion and Analysis

Description of the Securities

Common Shares

Options and Other Convertible Securities

BSI Stock Option Plan

Prior Sales

Executive Compensation

Compensation of Officers

Base Fees:

Bonus Payments:

Long-Term Incentives:

President & Chief Executive Officer Compensation

Compensation of Directors

Summary Compensation Table

BSI Options and Other Compensation Securities

Exercise of BSI Options

Stock Option Plans and Other Incentive Plans

Securities Authorized for Issuance Under Equity Compensation Plans

Defined Benefit or Actuarial Plan

Employment, Consulting and Management Agreements

Management Contracts

Stock Exchange Price

Arm's Length Transactions

Legal Proceedings

Auditor, Transfer Agent and Registrar

Material Contracts

INFORMATION CONCERNING EVT

Corporate Structure

Corporate Name and Head and Registered Office

Intercorporate Relationships

EV Technology Group Ltd M&A Activity 2022