Highmark Interactive Inc. — Interim / Quarterly Report 2021

Nov 24, 2021

Interim Condensed Combined Consolidated Financial Statements of

HIGHMARK GROUP (UNAUDITED)

For the three and nine months ended September 30, 2021 and 2020

Notice of No Auditor Review

These unaudited Interim Condensed Combined Consolidated Financial Statements have not been reviewed by the external auditors of the Group. This notice is being provided in accordance with Section 4.3 (3) (a) of National Instrument 51-102 - Continuous Disclosure Obligations.

HIGHMARK GROUP

Interim Condensed Combined Consolidated Statements of Financial Position (Expressed in Canadian dollars)

As at September 30, 2021 and December 31, 2020 (unaudited)

HIGHMARK GROUP Interim Condensed Combined Consolidated Statements of Financial Position (Expressed in Canadian dollars) As at September 30,2021 and December 31,2020(unaudited)	HIGHMARK GROUP Interim Condensed Combined Consolidated Statements of Financial Position (Expressed in Canadian dollars) As at September 30,2021 and December 31,2020(unaudited)
September 30, December 31, Note20212020
Assets Current assets: Cash and cash equivalents 5 $207,700$ 913,052 Accounts receivable 6298,102 129,464 Prepaid expenses and other current assets 7269,261 30,489 Investment taxcredits 338,007 237,461 1,113,070 1,310,466 Non-current assets Property and equipment, net 816,879 16,806 Right-of-use assets 109,591 - Goodwill 112,180,833 - Intangible assets 9 &112,063,957 -
$ 5,384,330 $1,327,272
Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities 12 $1,694,463 $ 489,476 Deferred government loan 3,855 1,987 Deferred revenue 1363,413 33,929 Current portion of long-term debt 16514,683 409,852 Current lease liabilities 10 10,630 - Contingent consideration 11 & 23 411,259 - 2,698,303 935,244 Non-current liabilities: Due to shareholder 16179,476 262,270 Long-termdebt 16 1,755,634 60,694 4,633,413 1,258,208 Equity: Share capital 11& 176,966,038 4,485,915 Share-based payment reserve 14978,898 696,572 Warrant reserves 171,818,912 1,117,409 Accumulated deficit (9,017,782) (6,231,844) Total net parent investment 746,066 68,052 Non-controllinginterest 224,851 1,012 750,917 69,064
	Total net parent investment 746,066 68,052 Non-controllinginterest 224,851 1,012
	750,917 69,064
	$ 5,384,330 $1,327,272

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

Approved and authorized for issue on behalf of the Board of Directors on November 23[rd] , 2021

“Sanjeev Sharma” Director

“Don Harkness” CFO

3

HIGHMARK GROUP

Interim Condensed Combined Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars)

(Expressed in Canadian dollars)	(Expressed in Canadian dollars)
For the three and nine months ended September 30,2021 and 2020(unaudited)
	Note Three months ended Nine months ended
	20212020 2021	2020
Revenues
Clinical services	20 $84,564$ 81,986 $254,092	$ 307,574
Subscription and support 2049,39622,038104,636		55,881
Professional services	203,455-3,455	134,000
Virtual services	2018,98727,20474,695	76,006
Sale of products	20231,1717,279	5,351
	156,425132,399444,157	578,812
Cost of revenue	64,76673,457 190,289	245,134
Gross profit	91,65958,942253,868	333,678
Operating expenses:
General and administrative1,014,892405,3252,847,639		1,163,543
Sales and marketing	10,9995,19684,303	10,616
Share-based compensation 14149,997139,593 282,326		310,853
	1,175,888550,1143,214,268	1,485,012
Operating loss	(1,084,229)(491,172)(2,960,400)	(1,151,334)
Other income and (expenses)
Finance expense	(65,660)(7,688)(143,264)	(25,442)
Other income	18171,61916,841263,931	53,718
Gain on contingent
consideration	2331,374- 57,634	-
Loss before income taxes	(946,896)(482,019)(2,782,099)	(1,123,058)
Income taxes	- - -	-
Loss and Comprehensive loss
for theperiod	(946,896) (482,019) (2,782,099)	(1,123,058)
Loss and comprehensive loss attributable to:
Owners of the Group	$(942,225)$ (479,885) $(2,785,938)$ (1,120,895)
Non-controlling interest	22(4,671)(2,134)3,839	(2,163)
	$ (946,896)$ (482,019) $ (2,782,099) $ (1,123,058)

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

4

HIGHMARK GROUP

Interim Condensed Combined Consolidated Statements of Changes in Equity (Deficit) (Expressed in Canadian dollars)

For the nine months ended September 30, 2021 and 2020 (unaudited)

		Share-based	Total net Non- Total
	Share	payment Warrant Accumulated	parent Controlling equity
	capital	reserves reserves deficit	investment interest (deficit)
Balance at January 1, 2020	$ 3,517,170	$ 299,397 $ 486,154 $ (4,570,132)	$ (267,411) $ 14,040 $ (253,371)
Issuance of common shares	968,745	- - -	968,745 - 968,745
Issuance of warrants	-	- 631,255 -	631,255 - 631,255
Share-based compensation	-	310,853 - -	310,853 - 310,853
Loss and comprehensive loss	-	- -(1,120,895)	(1,120,895) (2,163) (1,123,058)
As at September 30, 2020	$ 4,485,915	$ 610,250$ 1,117,409$(5,649,571)	$ 522,547$ 11,877$ 534,424
Balance at January 1, 2021	$ 4,485,915	$ 696,572 $ 1,117,409 $ (6,231,844)	$ 68,052 $ 1,012 $ 69,064
Issuance of common shares (note 11 & 17) 2,480,123		- - -	2,480,123 - 2,480,123
Issuance of warrants (note 17)	-	- 701,503 -	701,503 - 701,503
Share-based compensation (note 14)	-	282,326 - -	282,326 - 282,326
Loss and comprehensive loss	-	- -(2,785,938)	(2,785,938) 3,839 (2,782,099)
As at September 30, 2021	$ 6,966,038	$ 978,898$ 1,818,912$(9,017,782)	$ 746,066$ 4,851$ 750,917

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

5

HIGHMARK GROUP

Interim Condensed Combined Consolidated Statements of Cash Flows (Expressed in Canadian dollars) For the nine months ended September 30, 2021 and 2020 (unaudited)

	Note	Nine	months ended	September 30,	September 30,
			2021		2020
Cash provided by (used in):
Operating activities:
Loss for the period		$	(2,782,099)	$	(1,123,058)
Adjustments:
Depreciation of property and equipment	8		7,626		9,179
Amortization of intangibles	9		91,543		-
Depreciation of right-of-use assets	10		6,850		-
Share-based compensation	14		282,326		310,853
Interest expense			140,930		22,559
Interest expense on lease lease liabilities	10		360		-
Remeasurement of contingent consideration	23		(57,634)		-
Change in non-cash operating assets and liabilities:
Accounts receivable			(168,637)		17,427
Prepaid expenses and other current assets	7		(239,793)		(21,707)
Investment tax credits	16		(100,546)		-
Accounts payable and accrued liabilities			1,204,987		(19,098)
Deferred revenue			9,524		(112,662)
Cash used in operating activities			(1,604,563)		(916,508)
Financing activities:
Proceeds from loans and borrowings	16		2,341,532		40,000
Proceeds from issue of share capital			-		1,600,000
Interest paid			(1,552)		-
Repayment of leaseliabilities, principalandinterest	10		(6,171)		-
Cash from financing activities			2,333,809		1,640,000
Investing activities:
Purchase of property and equipment	8		(6,746)		-
Acquisition of subsidiary, net of cash acquired	11		(1,427,852)		-
Cash used in investing activities			(1,434,598)		-
Net increase (decrease) in cash and cash equivalents			(705,352)		723,492
Cash and cash equivalents, beginning of year			913,052		182,833
Cash and cash equivalents,end ofperiod	5	$	207,700	$	906,325
Interest paid		$	1,552		-

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

6

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

1. Reporting entity

Highmark Innovations Inc. (the “Company”) was incorporated in the Province of Ontario and is principally engaged in the design and development of mobile neurological performance testing and concussion management tools. The Company collects normative neurologic functional data focused on improving a physician’s ability to diagnose, treat and augment. The corporate office address is 602115 George Street, Oakville, ON L6J OA2.

These interim condensed combined consolidated financial statements comprise the Company and its subsidiaries and Highmark Health Corporation (together referred to as the “Group”). Highmark Health Corporation has a subsidiary, Highmark Health Mississauga which offers medical services and products to its patients. As the entities in the Group are under common ownership, the Group has prepared interim combined consolidated financial statements.

The Company previously prepared combined consolidated financial statements for inclusion in the filing documents with the regulators relating to the Company’s qualifying transactions with Stormcrow Holdings Corp. The qualifying transaction was completed on November 11, 2021 by way of a threecornered amalgamation pursuant to which a wholly-owned subsidiary of Stormcrow Holdings Corp amalgamated with the Company, and as consideration for which, Stormcrow Holdings Corp issued its securities in exchange for securities of the Company.

The Company completed the acquisition of BrainFx Inc. on May 17, 2021 (Note 11). The Company also completed the acquisition of Complex Injury Rehab Inc., and Highmark Health Corporation on November 9, 2021. The acquisition by the Company of Highmark Health Corporation was a transaction amongst entities under common control. The Company will account for this transaction using book value accounting, based on the book values that would be recognized in the financial statements of the underlying entity. See note 25

2. Basis of preparation

(a) Statement of compliance:

These unaudited interim condensed combined consolidated financial statements have been prepared in accordance with International Accounting Standard “IAS” 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) using the accounting policies as described in the audited combined consolidated financial statements for the year ended December 31, 2020 (“annual financial statements”) and presented in note 3 to those combined consolidated financial statements. Accordingly, these combined consolidated financial statements do not include all disclosures required for annual financial statements and should be read in conjuction with the annual combined consolidated financial statements of the Group for the year ended December 31, 2020.

7

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

• (a) Basis of measurement

These interim condensed combined consolidated financial statements have been prepared under the historical cost convention, except for certain financial instruments which are measured at fair value.

These interim condensed combined consolidated financial statements were authorized for issue by the Board of Directors on November 23[rd] , 2021.

(b) Functional and presentation currency:

These interim condensed combined consolidated financial statements are presented in Canadian dollars (“CAD” or “$”), which is the Group’s functional currency. Each entity of the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The determination of functional currency is based on the primary economic environment in which an entity operates. The functional currency of an entity reflects the underlying transactions, events and conditions that are relevant to the entity. The functional currency of Highmark Innovations Inc., Highmark Interactive (US) Inc., BrainFx Inc. and Highmark Health Corporation is the Canadian dollar.

(c) Basis of combination:

• (i) The interim condensed combined consolidated financial statements comprise the financial statements of the Company and its subsidiaries and companies under common control and the subsidiaries they control. The Group controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those through its power over the entity. The financial statements of subsidiaries are included in the interim condensed combined consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are aligned with the policies adopted by the Group. The subsidiaries and the companies under common control include:

Entity	% ofownership
Highmark Interactive (US) Inc.1	100%
BrainFx Inc.	100%
BrainFx USA Inc.1	100%
Highmark Health Corporation (Common control)	87%
Highmark Health Mississauga	100%

• 1 Entity has been dormant throughout the entire reporting period.

8

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

• (ii) Transactions eliminated on combination/consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the interim condensed combined consolidated financial statements.

(iii) Total net parent investment

As the amounts which reflect the carrying value of investments in the combined entities are disclosed as “Total net parent investment”, while carrying value of net assets attributable to shareholders other than the Group are presented as “Non-controlling interests” (NCI).

(iv) Earnings per share

The Group was not an existing legal entity during the periods presented and therefore the combined entities have no historical capital structure. Consequently, earnings per share as required by IAS 33 Earnings per share have not been presented.

3. Significant accounting policies:

The Interim Financial Statements have been prepared using the accounting policies outlined in note 2 of the audited financial statements as at and for the year ended December 31, 2020.

As a result of the acquisition of BrainFx Inc., the Group updated the following accounting policies since the annual audited financial statements for the years ended December 31, 2020 and December 31, 2019 as follows:

Intangible assets:

Intangible assets with finite useful lives are stated at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are tested for impairment when there is any indication that the asset is impaired. The Group's intangible assets are amortized over their expected useful lives and charged to the combined consolidated statements of loss and comprehensive loss. The estimated useful life and amortization method are reviewed at least annually, with any change in estimated recognized prospectively.

9

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

The following represents the estimated useful lives of intangibles with finite lives as of September 30, 2021:

Customer relationships 9 - 11 years
Technologybased 7 - 9years

Impairment

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Impairment losses and impairment reversals are recognized immediately in income or loss.

4. Critical accounting judgments and key sources of estimation uncertainty:

In preparing these interim condensed combined consolidated financial statements, management has made judgements and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

(a) Critical judgments in applying accounting policies:

The following are the critical judgments, apart from those involving estimations (see below), that management has made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognized in the interim condensed combined consolidated financial statements.

10

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

Revenue recognition:

Whether the Group is considered to be the principal or an agent in the Medical Services transaction with its customer depends on analysis of both the legal form and substance of the agreements between the Group, the customer and the service provider. Such judgments impact the amount of reported revenue and expenses, but do not impact reported assets, liabilities or cash flows.

The Group uses judgement in estimating and allocating the fair value of contracts with customers with more than one performance obligations. The stand-alone selling price at contract inception, based on observable prices is allocated to performance obligations based on their relative stand-alone selling prices.

Investment tax credits receivable:

Investment tax credits are recorded based on management’s estimate that all conditions attached to its receipt have been met. The Group has significant investment tax credits receivable and expects to continue to apply for future tax credits as their research and development activities remain applicable.

Leases:

The Group uses judgment in determining the incremental borrowing rate to reflect the rate a creditor would charge the Group to finance the underlying leased asset and whether the Group is reasonably certain to exercise extension options.

Expected credit losses:

The Group performs impairment testing annually for accounts receivable in accordance with IFRS 9. The expected credit losses model (ECL) requires considerable judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted basis. IFRS 9 outlines an approach to recognizing ECLs which is intended to reflect the increase in credit risks of a financial instrument based on 1) 12-month expected credit losses or 2) lifetime expected credit losses. The Group measures provision for ECLs at an amount equal to lifetime ECLs.

The Group applies the simplified approach to determine ECLs on trade receivables by using a provision matrix based on historical credit loss experiences, current conditions, and supportable forecasts of future economic conditions.

11

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

Going concern:

Management has applied significant judgment in the assessment of the Group’s ability to continue as a going concern when preparing its interim condensed combined consolidated financial statements for the three and nine months ended September 30, 2021 and 2020. Management prepares the combined consolidated financial statements on a going concern basis unless management either intends to liquidate the entity or to cease doing business or has no realistic alternative but to do so.

(b) Key sources of estimation uncertainty:

The following key assumption concerning the future and other key sources of estimation uncertainty at the end of the reporting period has a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period.

Valuation of equity-settled share-based payments:

The valuation of share options granted to employees under the employee share option plan, as well as common share purchase warrants granted to parties other than employees for services received involves key estimates, such as volatility, forfeiture rates, estimated lives and market rates. Because changes in the inputs assumptions can materially affect the fair value estimates, such value is subject to measurement uncertainty. The effect on the combined consolidated financial statements from changes in such estimates in future years could be significant.

Business combinations:

The Group uses the acquisition method to account for business combinations. This requires an entity to measure each identifiable asset and liability at fair value. The excess, if any, of the fair value of consideration over the fair value of the net identifiable assets acquired is recognized as goodwill. The purchase price allocation involves judgment with respect to the identification of intangible assets acquired and estimates of fair value for assets acquired and liabilities assumed, including pre-acquisition contingencies and contingent consideration. Changes in any of the assumptions or estimates used to identify intangible assets acquired, determine the fair value of acquired assets and liabilities assumed, including pre-acquisition contingencies or contingent consideration, could affect the amounts assigned to assets, liabilities and goodwill in the purchase price allocation.

The Group makes estimates, assumptions, and judgments when valuing goodwill and other intangible assets in connection with the initial purchase price allocation of an acquired entity, in addition to evaluating the recoverability of goodwill and other intangible assets on an ongoing

12

HIGHMARK GROUP Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

basis. These estimates are based on a number of factors, including historical experience, market conditions, and information obtained from the management of acquired companies. Critical estimates in valuing certain intangible assets include, but are not limited to, historical and projected attrition rates, discount rates, anticipated revenue growth/decline from acquired customers, acquired technology, and the expected use of the acquired assets. These factors are also considered in determining the useful life of acquired intangible assets. The amounts and useful lives assigned to identified intangible assets also impacts the amount and timing of future amortization expense. Unanticipated events and circumstances may affect the accuracy or validity of such assumptions, estimates or actual results.

Fair value of financial instruments:

The Group holds a number of financial instruments such as contingent consideration, debt instruments and warrants to purchase common shares which are either required to be initially recorded at fair value or for which proceeds must be allocated to the liability and warrants based on their respective fair values. The determination of the fair values of contingent consideration and debt instruments or compound instruments containing both liability and warrants requires the use of valuation models and or techniques for which the underlying assumptions are inherently subject ot significant estimation and judgement. These models and techniques require that management make estimates and assumptions with respect to one or more of the following at the date of issuance: the fair value of common shares, warrants rights, expected volatility of the Group’s share value, estimated life of warrants and interest rates which could be obtained for debt instruments with similar terms and maturities.

Measurement of fair values

When measuring the fair values of an asset or liability, the Group uses observable market data as far as possible. Fair value hierarchy establishes three levels based on the inputs used in the valuation techniques as follows:

• Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 - inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from or corroborated by observable market data or other means;

• Level 3 - inputs are unobservable (supported by little or no market activity).

13

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

5. Cash and cash equivalents

	September 30,December 31,
	2021 2020
Bank balance	$187,700$ 893,052
GuaranteedInvestment Certificate (GIC) 20,00020,000
	$ 207,700 $913,052

The Guaranteed Investment Certificate (GIC) earns interest of 0.75% per annum. This deposit is redeemable at any time prior to maturity and has been renewed on an annual basis.

6. Accounts receivable

The Group has the following accounts receivable at:

	September 30,	December 31,
	2021	2020
Accounts receivable, net	$74,906	$ 88,081
Sales tax receivable	223,196	41,383
	$ 298,102	$129,464

The Group evaluates credit losses on a regular basis based on the aging and collectability of its receivables. As at September 30, 2021 the Group recognized expected credit losses of Nil (December 31, 2020 – Nil). The expected lifetime credit loss provision for our trade receivables is based on historical counterparty default rates and adjusted for relevant forward-looking information as required.

7. Prepaid expenses and other current assets

	Septmeber 30,December 31,
	20212020
Prepaid expenses	$161,858$ 27,690
Othercurrent assets	107,403 2,799
	$ 269,261 $30,489

14

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars)

For the three and nine months ended September 30, 2021 and 2020 (unaudited)

8. Property and equipment

		Computer		Equipment
		equipment		andfurniture	Total
Cost
Balance, January 1, 2020	$	34,001	$	26,304 $	60,305
Additions		-		-	-
Balance, December 31, 2020		34,001		26,304	60,305
Additions		6,746		-	6,746
Acquisitions throughbusiness combination(note11)		577		377	954
Balance,September 30,2021	$	41,324	$	26,681$	68,005
Accumulated depreciation
Balance, January 1, 2020	$	23,200	$	8,786 $	31,986
Depreciationexpense		7,471		4,043	11,514
Balance, December 31, 2020		30,671		12,829	43,500
Depreciationexpense		3,601		4,025	7,626
Balance,September 30,2021	$	34,272	$	16,854$	51,126
Carrying amounts
January 1, 2020	$	10,801	$	17,518 $	28,319
December 31, 2020		3,330		13,475	16,806
September 30,2021		7,052		9,827	16,879

15

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars)

For the three and nine months ended September 30, 2021 and 2020 (unaudited)

9. Intangible assets

		Technology	Technology		Customer
	Goodwill		based		relationship		Total
Cost
Balance, January 1, 2020 $	-	$	-	$	-	$	-
Additions	-		-		-		-
Balance, December 31, 2020	-		-		-		-
Acquisitions through business
combination(note11)	2,180,833		1,979,000		176,500	4,336,333
Balance,September 30,2021	2,180,833	$	1,979,000	$	176,500$ 4,336,333
Accumulated amortization
Balance, January 1, 2020 $	-	$	-	$	-	$	-
Amortizationexpense	-		-		-		-
Balance, December 31, 2020	-		-		-		-
Amortizationexpense	-		85,366		6,177		91,543
Balance,September 30,2021$	-	$	85,366	$	6,177	$	91,543
Carrying amounts
January 1, 2020 $	-	$	-	$	-	$	-
December 31, 2020	-		-		-		-
September 30,2021	2,180,833		1,893,634		170,323	4,244,790

For the three and nine-months periods ended September 30, 2021 and 2020, there were no indicators of impairment noted for goodwill and intangible assets.

16

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

10. Leases

Short term and low value leases

The Group and its subsidiaries are parties to various lease agreements. The Group has elected to apply the IFRS 16 exemption for short-term leases and low-value leases. The Group has recognized the following expenses in its interim combined consolidated statements of comprehensive loss relating to short-term and low-value leases.

	September,	September,	September,	September,
		2021		2020
Expense relating to short-term leases	$	38,948	$	64,779
Expenserelating tolow-value assets		11,754		4,015
Total expenses related to leases	$	50,702	$	68,794
The following reconciles the right-of-use assets:
	September 30,		December 31,
		2021		2020
Carrying amount, beginning of period	$	-	$	-
Additions through business combination (note 11)		16,441		-
Depreciation		(6,850)		-
Carryingamount,end ofperiod	$	9,591	$	-

The following reconciles the right-of-use assets:

The following reconciles the lease liabilities:

	September 30,	September 30,	December 31,	December 31,
		2021		2020
Carrying amount, beginning of period	$	-	$	-
Additions through business combination		16,441		-
Interest accruals		360		-
Principal lease payments		(6,171)		-
Carryingamount,end ofperiod	$	10,630	$	-
Current	$	10,630	$	-
Non-current		-		-
	$	10,630	$	-

As at September 30, 2021, the weighted average incremental borrowing rate used to measure the lease liability was 6.38%.

17

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

The future minimum lease payments associated with the companies leased premises at September 30, 2021 are as follows:

	2021 (remaining) $ 7,651 2022 14,504 2023 4,753
	$ 26,908

11. Business combinations

Acquisitions that are determined to be business combinations have been recorded under the acquisition method of accounting and results have been included in the interim condensed combined consolidated financial statements statements of profit or loss from their respective acquisition date.

Accordingly, the preliminary allocation of the purchase price to assets and liabilities is based on the fair value, with the excess of the purchase price over the fair value of the assets being allocated to goodwill. Management assessed the information obtained, including the impact and assumptions used in estimating the fair value of intangible assets and deferred taxes. Goodwill arose in the acquisitions because the consideration paid for the combination effectively included amounts in relation to the benefit of expected revenue growth, future market development and other expected synergies. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Goodwill arising on the acquisitions is not deductible for tax purposes.

BrainFx Inc.

On May 17, 2021, the Company acquired 100% of the issued and outstanding shares of BrainFx Inc. in accordance with the Company’s growth strategy.

BrainFx Inc. also designs and develops mobile and virtual neurological performance testing software applications. BrainFx Inc. collects normative neurologic functional data focused on improving a physician’s ability to diagnose, treat and augment. The purchase price for this acquisition was as follows:

• Cash Consideration of $1,633,278. On the closing of the acquisition the Company transferred cash of $1,421,995, $37,250 on June 2, 2021 and remaining cash $174,033 net of working capital and other adjustments due approximately six months from the closing date. The remaining cash has been recorded as accounts payable and accrued liabilities on the interim condensed combined consolidated statements of financial position.

18

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

• Issuance of common shares which comprised of the following:

• I. The issuance of 3,748,387 fixed number of common shares of the Company with a fair market value of $2,398,968 ($0.64 per share). The fair value of the ordinary shares issued was based on concurrent financing (note 24) which consisted of units (one share and one half of one share purchase warrant) at a price of $0.76. The fair value of the shares was determined using Monte Carlo simulation and the following estimates: exercise price of $1.15, a barrier price of 1.75, volatility of 114%, risk free rate of 0.30%, expected life of two years and dividend yield of nil.

• II. Contingent consideration to issue additional common shares if the Company completes the qualifying transactions with Stormcrow Corp. at a price that is more than 30% lower than the implied price per share of the qualifying transaction. The fair value of the contingent consideration at the date of acquisition was $468,893. The Company used Barrier model in estimating the fair value of the contingent consideration based on a volatility of 28%, term of 90 days and risk-free rate.

The contingent share consideration has been classified as liability due to the variability of the common shares that the Company must issue as consideration for the acquisition of BrainFx Inc. This has been recorded on the interim condensed combined consolidated statements of financial position as contingent consideration liability at its estimated fair value.

The preliminary allocation of the purchase price paid for the acquisition of BrainFx Inc is as follows:

19

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars)

For the three and nine months ended September 30, 2021 and 2020 (unaudited)

	BrainFx Inc.
Cash proceeds	$ 1,633,278
Equity consideration	2,398,968
Contingent consideration	468,893
Working capitalpricereduction	(106,494)
Totalpurchaseprice	$4,394,645
Property plant and equipment	$ 954
Rights of use assets acquired	16,441
Accounts receivable	22,854
Due from shareholders	238,335
Prepaid expenses and other current assets	33,812
Investment tax credits	144,140
Intangible assets (Note 9)	2,155,500
Cash	31,393
Accounts payable	(280,686)
Other current liabilities	(27,530)
Debt	(80,692)
Deferred government grant	(4,308)
Lease liabilities	(16,441)
Deferred revenue	(19,960)
Goodwill (Note 9)	2,180,833
Totalpurchaseprice	$4,394,645

The purchase price allocation for this acquisition is preliminary and the Company is finalizing the valuation of the long-lived assets, including the related deferred income tax liabilities. The Company will finalize such purchase allocation no later then 1 year subsequent to the acquisition.

In determining the fair value of the intangibles, the excess earnings attributable to Customer relationship and technology based were discounted using discount rate of 21% and 22% respectively.

Included in the Group’s Interim Condensed Combined Consolidated Financial Statements revenue and net income (loss) attributed to BrainFx Inc of $41,931 and $ (148,123) respectively for the period from acquisition to September 31, 2021.

20

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

Had the acquisition occurred on January 1, 2021, the Group estimates that it would have reported the following revenue and net loss to the Interim condensed combined consolidated financial statements for the period ended September 30, 2021:

	Nine
	months
	ended
	September
	30, 2021
	$
Revenue	512,971
Net loss	(3,043,933)

12. Accounts payable and accrued liabilities

	September 30,	December 31,
	2021	2020
Trade accounts payable and trade accrual	$1,272,779	$ 239,594
Employee related accruals	17,383	15,603
Accrued legal and professional fees	238,913	210,680
Accruedliabilities and otherpayables	165,388	23,599
	$ 1,694,463	$489,476

13. Deferred revenue

Cash payments received from customers in advance of the Group providing customer’s a right to access its software platform are included in "Deferred revenue" in the Group's interim condensed combined consolidated statements of financial position. These amounts are comprised principally of the Group's deferred revenue for its subscription fees. The Group expects to deliver its service of providing a right to access to customers within one year from the receipt of the funds.

The following table summarizes the activity of deferred revenue for the period ended September 30, 2021 and year ended December 31, 2020:

	September 30,	September 30,	December 31,	December 31,
		2021		2020
Balance, beginning of year	$	33,929	$	157,156
Additions to deferred revenue		76,951		85,714
Additions to deferred revenue
through business combination (note 11)		19,960		-
Recognitionofdeferredrevenue		(67,427)		(208,941)
Balance,end ofperiod	$	63,413	$	33,929

21

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

14. Share-based compensation

Share option plan:

The Group has a share option plan (the "Plan") for employees of the Group and consultants providing similar services to Group. The purpose of the Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Group by offering them an opportunity to participate in the Group's future performance through awards of options.

Each share option converts into one common share of the Group on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. Upon exercise of the stock options, participants will have to pay the exercise price in full.

Options granted under the Plan generally vest as follows:

• 33.3% of the options granted vest on the first anniversary of the earlier of the of grant and any other earlier vesting start date approved by the Board of Directors; and

• 2.78% (1/36) of the remaining unvested options shall vest at the end of each month following the vesting start date and the vested options shall be exercisable to and including the tenth anniversary of the date of the grant.

Options expire ten years following the grant date.

During the three and nine months ended September 30, 2021, the Group awarded key employees and directors 815,000 and 930,000 share options (three and nine months ended September 30, 2020: 150,000 and 220,000). There were Nil forfeitures during the three and nine months ended September 30, 2021 (three and nine months ended September 30, 2020: 11,000).

22

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

The following reconciles the options outstanding at the beginning and end of the period that were granted to employees pursuant to the Plan:

	September 30, 2021	September 30, 2021	December	31,2020
		Weighted		Weighted
		average		average
	Number of	exercise	Number of	exercise
	options	price	options	price
Beginning of year	1,557,500	$ 0.80	1,348,500	$ 0.76
Granted	930,000	0.76	220,000	1.03
Forfeited	-	-	(11,000)	0.91
Balance	2,487,500	0.83	1,557,500	0.80
Exercisable	1,008,264	$ 0.74	713,742	$ 0.71

The Group used Black Scholes Option Pricing Model to estimate the grant date fair value of options granted during the periods based on the following inputs:

September 30, 2021December31,2020	September 30, 2021December31,2020
Weighted average fair value per common share$0.36	$0.29
Weighted average share price$0.80	$0.76
Weighted average exercise price$0.83	$0.80
Average expected volatility118%	105%
Expected option life10 years	10 years
Expected DividendNil	Nil
Risk-free interest rate1.26%	1.94%

In estimating expected volatility, the Group considers the historical share price of comparable publicly listed entities.

During the three and nine months ended September 30, 2021, the Group recognized sharebased compensation expense of $149,997 and $282,326 respectively (three and nine months ended September 30, 2020: $139,593 and $310,853) in respect of employee equity-settled share-based payments under the Plan and fair value of warrants (Note 17) issued to advisors in exchange for their services.

15. Capital management

The board of directors is responsible for managing the capital through regular review of financial information to ensure sufficient resources are available to meet operating requirements and

23

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

investments to support its growth strategy. The Board of Directors and management are responsible for overseeing this process. With approval from the Board of Directors, management will adjust its capital structure through the issue of new shares, debt or other activities deemed appropriate under the specific circumstances. Management and the Board of Directors review the Group’s capital management approach on an ongoing basis and believe this approach, given the relative size of the Group, is reasonable. The Group is not subject to externally imposed capital requirements. The Group’s capital management objectives, policies and processes have remained unchanged during the period ended September 30, 2021.

It seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position.

16. Debt

On September 9, 2019 the Group entered into an unsecured promissory note amounting to $31,400 with shareholders. The unsecured promissory note has maturity of three (3) years from the date of issuance and bore interest rates of 10%. On May 11, 2021, units (one share and one half of one share purchase warrant) at a price of $0.76 were issued in satisfaction of the this promissory note.

On September 13, 2019 the Group entered into an secured promissory note amounting to $50,000 with shareholders. The secured promissory note has maturity of three (3) years from the date of issuance and bore interest rates of 12%. On May 11, 2021, units (one share and one half of one share purchase warrant) at a price of $0.76 were issued in satisfaction of the this promissory note.

On October 22, 2019, the Group entered into an secured promissory note amounting to $150,000 with shareholders. The secured promissory note has maturity of three (3) years from the date of issuance and bore interest rates of 12%.

On November 9, 2020, the Group entered into a loan agreement with Venbridge Ltd. for $420,000 with a term of 24 months. The loan is interest bearing at 18% and due only upon repayment of the loan principle on November 9, 2022. The Group incurred transactions costs of $13,250, which have been capitalized and will be amortized over the term of the loan.

In 2020, the Group received loans in the amount of $80,000 under the Canada Emergency Business Account (CEBA) funded by the government of Canada. The Group received $80,000 in total. The loan is a zero-interest, partially forgivable loan. As the Group is reasonably certain that it will repay the balance of the loan before December 31, 2022, it has recognized the non-forgivable portion of $60,000 as long-term debt. The forgivable portion is presented in the Group’s statement of loss as ‘Other income’.

24

HIGHMARK GROUP Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

Using prevailing market interest rates for an equivalent loan of 6% - 18% per cent, the fair value of the loans are estimated at $56,876. The difference between the gross proceeds and the fair value of the loan is the benefit derived from the interest-free loan and is recognised as deferred government grant. Deferred government grant will be recognized as an offset against interest expense over the term of the loan. There are no unfulfilled conditions or other contingencies attaching to this grant.

On May 12, 2021 the Company obtained a $2,300,000 secured 9% bridge loan (the “Bridge Loan”) from certain shareholders for the purpose of funding the cash portion of the purchase price of BrainFx Inc. and the provision of additional working capital. The Bridge Loan will mature on the earlier of the date that is two years from the date of advance or such other date as the Parties may mutually agree. The bridge loan is secured by all of the existing and future acquired assets of the Company.

As part of the bridge loan the Company issued 756,578 purchase warrants with a strike price of $0.76 per common share. Using a market interest of 18.9% the Company estimated the fair value of the bridge loan and warrants at $1,614,598 and $685,402 respectively. The warrant meets the condition of fixed-for-fixed and therefore classified as equity on the interim condensed combined consolidated financial statements.

As part of the acquisition of BrainFx Inc., the Company assumed its CEBA loan and an operating line of credit of $100,000 with Royal Bank of Canada. The line of credit bears interest rate at the lender’s prime rate plus 4% per annum. As at September 30, 2021 the Group had drawn $70,000 on the credit facility. During the period the Group recognized interest expense of $694 in relation to its bank indebtdeness. The line of credit is secured against the assets of Company.

The carrying amount of the Loan from shareholders, Venbridge, CEBA, bridge loan and line of credit balances at September 30, 2021 and December 31, 2020 is as follows:

	September 30, 2021	December	31,2020
Non-current liabilities
Loan from shareholders	$179,476	$	262,270
Bridge loan	1,654,243		-
Governmentloan –CEBA	101,391		60,694
Carryingamount	$ 1,935,110	$	322,964
Current liabilities
Current portionof long-termdebt	$ 514,683	$	409,852
	$ 514,683	$	409,852

25

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

17. Warrants

Below is a summary of outstanding warrants classified as equity instruments.

	September 30, 2021	September 30, 2021	December31,2020	December31,2020
		Total		Total
	Number of	value	Number of	value
	warrants	(equity)	warrants	(equity)
Beginning of year	1,677,313 $ 1,117,409		907,850 $ 486,154
Warrantsissued	820,562	701,503	769,463	631,255
Balance outstanding	2,497,875	1,818,912	1,677,313	1,117,409

	Number of	Exercise	Remaining		Total
	warrants	price $	contractual		value
			life (years)		(equity)
Warrants	75,000	$ 1.12	1.01	$ 38,411
Warrants	75,000	1.02	0.95		40,216
Warrants	7,850	1.02	0.94		5,437
Warrants	25,000	1.02	0.95		13,334
Warrants	44,463	0.42	1.25		36,033
Warrants	725,000	1.02	1.52		388,755
Warrants	725,000	1.12	1.98		595,223
Warrants	63,984	1.15	2.61		16,101
Warrants	756,578	0.76	1.62		685,402
Balance at September 30,20212,497,875		$ 0.57	1.77	$	1,818,912

Advisory Warrants

During the three and nine months ended September 30, 2021, the Group issued 50,000 (three and nine months ended September 30, 2020: 100,000) warrants with a fair value $20,908 (three and nine months ended September 30, 2020: $41,456) to advisors in exchange for their services. The fair value of the services received could not be estimated reliably. Accordingly, the fair value of the services received were measured by reference to the fair value of the warrants issued. The corresponding cost of the services was recognized as share-based compensation expense directly in the interim condensed combined consolidated statements of loss and comprehensive loss.

26

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

18. Government Grants and investment tax credits

During the three and nine months ended September 30, 2021, the Group received $67,063 and $83,998 of the Canadian Emergency Wage Subsidy (“CEWS”) (three and nine months ended September 30, 2020: $16,841 and $53,718). This is a subsidy from the Canadian government, to cover part of employee wages of Canadian employers who have seen a drop in revenue during the COVID-19 pandemic.

During the three and nine months ended September 30, 2021, the Group received $4,609 and $6,181 related to the Canadian Emergency Rent Subsidy (“CERS”) (three and nine months ended September 30, 2020: $Nil). This is a subsidy from the Canadian government, to cover part of rent or property expenses due to revenue reduction during the COVID-19 pandemic. This subsidy provides payments directly to qualifying renters and property owners, without requiring the participation of landlords.

The Group also received during the three and nine months ended September 30, 2021, $4,771 and $14,497 National Research Council of Canada Industrial Research Assistance Program (“NRC IRAP”) grant (three and three and nine months ended September 30, 2020: $Nil). Grant relates to an agreement under the National Research Council of Canada Industrial Research Assistance Program (“NRC IRAP”) to reimburse the Group for its research projects.

The Group undertakes certain Scientific Research & Experimental Development ("SR&ED") activities. Under a government program, a portion of these expenditures are recoverable by the Group. During the three and nine months ended September 30, 2021, the Group recorded investment tax credits of of $95,176 and $159,255 respectively (three and nine months ended September 30, 2020: $Nil) as other income on the interim condensed combined consolidated statement of loss which was when it gained reasonable assurance that the conditions attached to it has been met and amount will be received.

27

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

19. Financial instruments

• (a) Classification of Financial Instruments and Fair Value

The classification of the Group’s financial instruments, as well as their carrying amounts and fair values, are disclosed in the tables below.

	Classification &	Total Carrying Fair Value
September 30, 2021	Measurement	Amount
Financial Assets
Cash and cash equivalents	Amortized cost	$207,700 $ 207,700
Accounts receivable	Amortized cost	298,102 298,102
Investment tax credits	Amortized cost	338,007 338,007
Financial Liabilities
Current portion of long-term debt Amortized cost		$ 514,683 $ 514,683
Due to shareholders	Amortized cost	179,476 179,476
Long-term debt	Amortized cost	1,755,634 1,755,634
Account payable	Amortized cost	1,134,534 1,134,534
Contingent consideration Fair	value through profit and loss411,259 411,259
	Classification &	Total Carrying Fair Value
December 31, 2020	Measurement	Amount
Financial Assets
Cash and cash equivalents	Amortized cost	$ 913,052 $ 913,052
Accounts receivable	Amortized cost	129,464 129,464
Investment tax credits	Amortized cost	237,461 237,461
Financial Liabilities
Secured loan	Amortized cost	$ 409,852 $ 409,852
Due to shareholders	Amortized cost	262,270 262,270
Long-term debt	Amortized cost	60,694 60,694
Accountpayable	Amortized cost	195,180 195,180

(b) Risk management:

The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate risk). Risk management is carried out by the Group by identifying and evaluating the financial risks inherent within its operations. The Group’s overall risk management activities seek to minimize potential adverse effects on the Group’s financial performance.

• (i) Foreign currency risk:

28

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

The Group's functional currency is the Canadian dollar and the majority of its transactions are in Canadian dollars. The Group’s exposure to foreign currency risk is low.

(ii) Credit risk:

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s accounts receivable. The Group provides credit to its clients in the normal course of its operations. The Group’s financial instruments that are exposed to concentrations of credit risk are primarily cash and cash equivalents, and trade and other receivables. The carrying value of the account receivable represents the maximum exposure to credit risk. The Group’s exposure to credit risk is considered to be low, given the size and nature of the various counterparties involved and their history of performance.

The Group regularly monitors collection performance for all of its receivables to ensure adequate payments are being received. The due date of these receivables can vary by agreement but in general balances over 30 days are considered past due. The ageing of the receivables is as follows:

	September 30, December 31, 2021 2020
	0 – 30 days $ 26,933 $ 37,061 31 – 90 20,336 18,547 Greaterthan90 days 27,637 32,473
	Total receivables before credit losses $ 74,906 $ 88,081 Less creditlosses - -
	74,90688,081 Sales tax receivable 223,19641,383
	Total receivables $ 298,102 $ 129,464

Receivables are classified as current on the interim condensed combined consolidated statements of financial position.

Allowance for credit losses is reviewed at each statements of financial position date. An allowance is taken on receivables and is recorded as a reduction to its respective receivable account on the interim condensed combined consolidated statements of financial position. For the three and nine months period ended September 30, 2021, the allowance for credit losses was deemed not material.

29

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

The Group is also exposed to credit risk resulting from the possibility that counterparties could default on their financial obligations to the Group’s cash and cash equivalents. This risk is not mitigated but the Group accepts this risk and monitors the credit risk periodically.

(iii) Liquidity risk:

Liquidity risk is the risk that the Group will encounter difficulties in meeting financial obligations. The Group is exposed to this risk mainly in respect of its accounts payable and accrued liabilities. The Group’s growth is financed through cash flows from operations. One of management’s primary goals is to maintain an optimal level of liquidity through the active management of its assets and liabilities as well as its cash flows.

Liquidity risk is mitigated by maintaining appropriate levels of cash and cash equivalents, actively monitoring market conditions, and by diversifying sources of funding.

The following table summarizes the amount and the contractual maturities of both the interest and principal portion of significant financial liabilities on an undiscounted basis as at September 30, 2021:

September 30, 2021 Contractual cash flows Non-derivative Carrying Within Between Between Financial liabilities amount Total 1 Year 1-2 Years 2-5 Years Debt $ 2,270,317 $ 2,917,442 $ 589,185 $ 2,328,257 - Due to shareholders 179,476 182,638 - 182,638 - Lease liabilities 10,630 10,799 4,628 6,171 - Accounts payables and accrued liabilities 1,694,463 1,694,463 1,694,463 - - Total financial liabilities $ 4,154,886 4,805,342 2,288,276 2,517,066 -

Decemeber 31, 2020 Contractual cash flows Non-derivative Carrying Within Between Between

30

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars)

For the three and nine months ended September 30, 2021 and 2020 (unaudited)

Financial liabilities amount Total 1 Year 1-2 Years 2-5 Years Debt $ 470,546 $ 469,690 $ 409,690 $ 60,000 - Due to shareholders 262,270 267,736 - 267,736 - Accounts payables and accrued liabilities 489,476 489,476 489,476 - - Total financial liabilities $ 1,222,292 1,287,768 951,050 337,724 2,994

20. Segment and geographical information

The Group’s board of directors has been identified as the chief operating decision maker. They evaluate the performance of the Group and allocates resources based on the information provided by the Group’s internal management system at a separate Group level. As such, the Group has determined that it has two operating and reportable segments, being the Technology segment and the Medical Services segment.

Information related to each reportable segment is set out below. Segment profit (loss) before tax is used to measure performance because management believes that this information is the most relevant in benchmarking results of the respective segments relative to other Companies that operate in the same industries.

operate in the same industries.
		Reportable	segments
September 30, 2021		Technology	Medical services
Segment Revenues	$	108,951	$ 335,206
Cost of revenue		(26,784)	(163,505)
Segment gross profit		82,167	171,701
Segment operating expenses		(3,076,823)	(137,445)
Other income (expenses)		183,024	(4,723)
Segment profit (loss) before tax		(2,811,631)	29,532
Segment assets		5,180,378	203,952
Segment liabilities		4,466,784	166,629

Reportable segments

September 30, 2020

Technology Medical services

31

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars)

For the three and nine months ended September 30, 2021 and 2020 (unaudited)

Segment Revenues	$	189,881	$	388,931
Cost of revenue		(21,256)		(223,878)
Segment gross profit		168,626		165,052
Segment operating expenses		(1,264,849)		(178,707)
Other income and (expenses)		31,258		(2,982)
Segment loss before tax		(1,064,965)		(16,637)
Segment assets (December 31, 2020)		1,153,039		174,233
Segment liabilities (December 31, 2020)		1,091,766		166,442

21. Related party transactions

Details of transactions between the Group and related parties are disclosed below. The Group entered into transactions with related parties that were incurred in the normal course of business. The Group’s policy is to conduct all transactions and settle all balances with related parties on market terms and conditions.

Related party balances include the following:

Due from/ (to) related partiesSeptember 30, 2021 December 31, 2020	Due from/ (to) related partiesSeptember 30, 2021 December 31, 2020
Loans from shareholders (Note 16) $(179,476)$ (262,270) Bridge loan (Note 16)(1,654,243) - Other receivables 520 830
	Total - net(1,833,199)$ (261,440)

Compensation of key management personnel

32

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

Key management includes the Board of Directors and officers of the Group. The compensation paid or payable to key management is shown in the following table. The remuneration of key management personnel during the period, was as follows:

Three months ended Nine months ended 2021 2020 2021 2020 Salaries $ 310,035 $ 87,634 $ 620,070 $ 262,901 Share-based compensation expense 93,202 45,124 159,840 213,289 $ 403,237 $ 132,758 $ 779,910 $ 476,190

The remuneration of key management personnel is determined by the Board of Directors having regard to the performance of individuals and market trends.

Share-based compensation expense is the amount recorded as an expense in the interim condensed combined consolidated statements of loss. The fair value of stock-based compensation is measured at grant date using an option pricing model, and is recognized as an expense over the vesting period.

22. Non-controlling interest (“NCI”)

The following table summarizes the information relating to NCI in Highmark Health Mississauga:

September 30, December 31, As at: 2021 2020 NCI percentage 13% 13% Non-current assets $ 9,531 $ 13,767 Current assets 194,421 160,466 Non-current liabilities (35,246) (32,681) Current liabilities (131,383) (133,760) Net assets $ 37,323 $ 7,792 Net assets attributable to NCI $ 4,851 $ 1,012

September 30, September 30, Nine months ended: 2021 2020

33

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars)

For the three and nine months ended September 30, 2021 and 2020 (unaudited)

NCI percentage 13% 13% Revenue $ 335,206 $ 278,569 Loss and comprehensive loss (29,533) (222) Profit (loss) allocated to NCI $ (3,839) $ (29) Cash flows from (used in) opertating activities $ 36,335 $ (2,702) Net increase (decrease) in cash and cash equivalents $ 30,860 $ (2,946)

23. Contingent consideration

The acquisition of BrainFx Inc. on May 17, 2021 included contingent consideration payable if the Company completes the qualifying transactions with Stormcrow Corp. at a price that is more than 30% lower than the implied price per share of the qualifying transaction. At the date of acquisition, $468,893 was recognized as liability representing the fair value of the contingent consideration. The Company used Barrier model in estimating the fair value of the contingent consideration based on a volatility of 28%, term of 90 days and risk-free rate. As at September 30, 2021, the fair value of the contingent consideration was $411,259 based on a volatility of 21%, term of 60 days and risk-free rate. The changes in fair value were recorded as gain on contingent liability on the interim condensed combined consolidated statements of loss and comprehensive loss. During the three and nine months ended September 30, 2021, the Group recognized gain on contingent consideration of $31,374 and $57,634 respectively (three and nine months ended September 30, 2020: Nil).

24. Commitments

On May 11, 2021, the Company completed a brokered private placement consisting of 4,636,000 common shares for proceeds of $3,523,360 and $2,500,000 in unsecured 7.5%, three-year subordinate convertible debentures. In addition, 2,318,000 common share purchase warrants with a strike price of $1.15 per common share, 290,310 common share purchase warrants with a strike price of $0.76 per common share and 184,212 common share purchase warrants with a strike price of $0.95 per common share were issued as part of the private placement. The gross proceeds of the financing less agent commissions will be held in escrow on behalf of the subscribers pending closing of the Qualifying Transaction with Stormcrow Holdings Corp., the receipt of all shareholder and regulatory approvals and the approval for listing on the TSX-V of the resulting issuer shares. Subsequent to September 30, 2021, the Company completed the Qualifying Transaction,fulfilled the escrow release conditions and received the proceeds from the private brokered placement.

25. Subsequent events

34

HIGHMARK GROUP

Notes to the Interim Condensed Combined Consolidated Financial Statements (Expressed in Canadian dollars) For the three and nine months ended September 30, 2021 and 2020 (unaudited)

Subsequent to September 30, 2021, on October 13, 2021 the Company entered into a secured bridge loan agreement repayable on demand with Stormcrow Holdings Corp. for $350,000. The loan accrues interest at 18.6% and due only until repayment of the loan principle.

On November 8, 2021, the proceeds of the brokered private placement (Note 24) less agent commissions was released from escrow on behalf of the subscribers following fullfilment of the escrow release condition by the Company.

On November 9, 2021, the Company completed the acquisition of all the issued and outstanding shares of Complex Injury Rehab Inc. The total consideration in connection with the acquisition of Complex Injury Rehab Inc was $1,377,000 which consisted of the following: (i) $972,000 paid in cash upon the closing of the transaction; (ii) $130,000 cash holdback subject to a working capital adjustment (iii) $75,000 cash holdback subject to a full and and final settlement of claims and litigation pursuant to the terms of the share purchase agreement; (iv) $200,000 paid by the issuance of common shares of the Company rounded down to the nearest whole number.

On November 9, 2021, the Company completed the acquisition of all the issued and outstanding shares of Highmark Health Corporation. The acquisition by the Company of Highmark Health Corporation was a transaction amongst entities under common control. The Company will account for this transaction using book value accounting, based on the book values that would be recognized in the financial statements of the underlying entity. The total consideration in connection with the acquisition of Highmark Health Corporation Inc was $1,200,000 which consisted of the following: (i) $130,000 paid in cash upon the closing of the transaction; (ii) $50,000 cash holdback subject to a working capital adjustment; (iii) $1,200,000 paid by the issuance of common shares of the Company rounded down to the nearest whole number.

On November 11, 2021, the Company completed the qualifying transaction with Stormcrow Holdings Corp by way of a three-cornered amalgamation pursuant to which a wholly-owned subsidiary of Stormcrow Holdings Corp amalgamated with the Company, and as consideration for which, Stormcrow Holdings Corp issued its securities in exchange for securities of the Company. Prior to and in connection with the closing of the qualifying transaction, Stormcrow Holdings Corp consolidated its outstanding share capital on the basis of one post consolidation common share for every six pre-Consolidation common shares. Pursuant to the qualifying transaction, each Highmark shareholder received 1.40235 post consolidation common shares of Stormcrow Holdings Corp. Also, each convertible, exchangeable, or exercisable security of the Company was exchanged for a convertible, exchangeable or exercisable security, as applicable, of Stormcrow Holdings Corp on substantially equivalent economic terms and conditions as the original convertible, exchangeable, or exercisable security of the Company.

Upon the close of the qualifying transaction, the Company successfully became listed on the TSX Venture Exchange (“TSXV”) under the symbol “HMRK” on November 17th, 2021.

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