TONY G CO-INVESTMENT HOLDINGS LTD.

5800 Ambler Drive, Suite 210 Mississauga, ON L4W 4J4

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Meeting ") of shareholders of Tony G Co-Investment Holdings Ltd. (the " Corporation ") will be held on Monday, October 16, 2023 , at the hour of 10:00 a.m. (Eastern time), at the office of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2 for the following purposes:

to receive and consider the audited consolidated financial statements of the Corporation for the years ended January 31, 2021, January 31, 2022 and January 31, 2023, and the report of the auditor thereon;
to appoint the auditors of the Corporation and to authorize the directors of the Corporation to fix their remuneration;
to elect the directors of the Corporation;
to approve and confirm the stock option plan of the Corporation;
to consider and, if deemed advisable, pass, with or without variation, a special resolution to amend the articles of incorporation of the Corporation to consolidate each of the issued and outstanding common shares of the Corporation by changing five (5) pre-consolidation common shares of the Corporation into one (1) postconsolidation common share of the Corporation, as more fully described in the accompanying management information circular dated September 8, 2023 of the Corporation; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation’s transfer agent and registrar, TSX Trust Company, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 not later than 10:00 a.m. (Eastern time) on Thursday, October 12, 2023, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Corporation has by resolution fixed the close of business on Friday, September 8, 2023, as the record date, being the date for the determination of the registered holders of common shares of the Corporation entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual meeting. Additional information about the Corporation and its financial statements are also available on the Corporation’s profile at www.sedarplus.ca.

DATED at Toronto, Ontario this 8[th] day of September, 2023.

BY ORDER OF THE BOARD

" Gediminas Klepackas " (signed) Chief Executive Officer, Interim Chief Financial Officer and Director

EXHIBIT "A"

SPECIAL RESOLUTION OF THE SHAREHOLDERS

OF

TONY G CO-INVESTMENT HOLDINGS LTD.

AMENDMENT TO ARTICLES OF INCORPORATION – CONSOLIDATION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the articles of incorporation of the Corporation be amended to consolidate each of the issued and outstanding common shares of the Corporation by changing five (5) pre-consolidation common shares of the Corporation into one (1) post-consolidation common share of the Corporation (the " Consolidation "), and further authorizing the directors in their sole discretion when and if to effect the Consolidation, in each case without requirement for further approval, ratification or confirmation by shareholders, as more particularly described in the management information circular dated September 8, 2023 of the Corporation, provided that in the event the Consolidation would result in a shareholder of the Corporation holding a fraction of a common share, a shareholder shall not receive a whole common share of the Corporation for each such fraction;
notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they are hereby authorized and empowered to revoke this resolution at any time prior to the issue of a certificate of amendment giving effect to the Consolidation and to determine not to proceed with the amendment of the articles of continuance of the Corporation without further approval of the shareholders of the Corporation; and
any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, including, without limitation, the execution and delivery of the articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."
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TONY G CO-INVESTMENT HOLDINGS LTD. 5800 Ambler Drive, Suite 210 Mississauga, ON L4W 4J4

MANAGEMENT INFORMATION CIRCULAR

This information is given as of September 8, 2023, unless stated otherwise

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF TONY G CO-INVESTMENT HOLDINGS LTD. (the " Corporation ") of proxies to be used at the annual and special meeting of shareholders of the Corporation to be held on Monday, October 16, 2023 at the office of Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2 at 10:00 a.m. (Eastern time), and at any adjournment or postponement thereof (the " Meeting ") for the purposes set out in the accompanying notice of meeting (the " Notice of Meeting "). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Notice of Meeting, this management information circular (the " Management Information Circular "), the annual consolidated financial statements of the Corporation for the financial years ended January 31, 2021, January 31, 2022 and January 31, 2023, and related management’s discussion and analysis and other meeting materials, if applicable (collectively the " Meeting Materials ") to the beneficial owners of the common shares of the Corporation (the " Common Shares ") held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Corporation in favour of the matters set forth in the Notice of Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

A Registered Shareholder may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Management Information Circular, or another proper form of proxy, in the manner specified in the Notice of Meeting.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Corporation. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY, TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Corporation’s transfer agent and registrar, TSX Trust Corporation (the " Transfer Agent "), not later than 10:00 a.m. (Eastern time) on Thursday, August 3, 2023 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with the Transfer Agent using one of the following methods:

By Mail or Hand Delivery:	TSX Trust Corporation Suite 301 100 Adelaide Street West Toronto, Ontario M5H 4H1
By Fax:	416-595-9593
By Internet:	www.voteproxyonline.com You will need to provide your 12-digit control number (located on the form of proxy accompanying this Management Information Circular).

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by telephone or electronic means, a revocation signed, subject to the Business Corporations Act (Ontario), by electronic signature, to (i) the registered office of the Corporation, located at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2, at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Management Information Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Management Information Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders of the Corporation do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares beneficially owned by a Non-Registered Holder are registered either: (i) in the name of an intermediary (an " Intermediary ") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (each a " Clearing Agency ") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and

would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders fall into two categories - those who object to their identity being known to the issuers of securities which they own (" OBOs ") and those who do not object to their identity being made known to the issuers of the securities which they own (" NOBOs "). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Corporation or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Corporation’s OBOs can expect to be contacted by their Intermediary. The Corporation does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to NonRegistered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a " VIF "). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by

such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's or its nominees name in the blank space provided. NonRegistered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered shareholders of the Corporation as maintained by the Transfer Agent, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value and an unlimited number of special shares without par value, issuable in series. As of Friday, September 8, 2023 (the " Record Date "), there are a total of 7,133,398 Common Shares and no special shares issued and outstanding.

Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Registered Shareholder and proxy holder will have one vote and, on a poll, every Registered Shareholder present in person or represented by proxy will have one vote for each Common Share held.

To the knowledge of the Corporation's directors and executive officers, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares, other than as set forth below:

Name(1)	Number of Common Shares	Percentage of Issued and Outstanding Common Shares
Antanas (Tony) Guoga	3,360,120	47.1%

Notes:

(1) The above information is based upon information supplied by the Transfer Agent and the Corporations management.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

No director or executive officer of the Corporation who was a director or executive officer at any time since the beginning of the Corporation’s last financial year, or any associate or affiliates of any such directors or officers, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than as disclosed in this Management Information Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Corporation (the " Board "), the matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

1. PRESENTATION OF FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for the years ended January 31, 2021, January 31, 2022, and January 31, 2023, and the report of the auditors will be placed before the shareholders at the Meeting. No vote will be taken on the consolidated financial statements. The consolidated financial statements and additional information concerning the Corporation are available under the profile of the Corporation on SEDAR+ at www.sedarplus.ca.

2. APPOINTMENT OF AUDITOR

At the request of the Corporation, Harbourside CPA LLP (" Harbourside "), the former auditors of the Corporation, resigned as the auditors of the Corporation effective July 12, 2022. The Board appointed Mao & Ying LLP, as auditors of the Corporation effective July 12, 2022, to fill the vacancy created thereby. Shareholders are being asked to confirm the actions of the Board and appoint Mao & Ying LLP, as auditors of the Corporation to hold office until the next annual meeting of shareholders. Harbourside were first appointed as the auditors of the Corporation on May 19, 2021.

UNLESS THE SHAREHOLDER DIRECTS THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN CONNECTION WITH THE CONFIRMATION AND APPOINTMENT OF AUDITORS, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE APPOINTMENT OF MAO & YING LLP AS THE AUDITORS OF THE CORPORATION UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION.

In accordance with the provisions of National Instrument 51-102 – Continuous Disclosure Obligations , attached hereto as Appendix "B", is the requisite reporting package, including the notice of the Corporation to Harbourside and Mao & Ying LLP stating that there are no reportable events and the letters of each of Harbourside and Mao & Ying LLP to the British Columbia Securities Commission, the Alberta Securities Commission, the Ontario Securities Commission and the Nova Scotia Securities Commission.

3. ELECTION OF DIRECTORS

The Board currently consists of four (4) directors to be elected annually. Mr. Bruno Macchialli will not be standing for re-election at the Meeting. At the Meeting, four (4) directors will be nominated by management for election as directors of the Corporation for the ensuing year. The following table states the names of the persons nominated by management for election as directors, any offices with the Corporation currently held by them, their principal occupations or employment, the period or periods of service as directors of the Corporation and the approximate number of voting securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof.

Name, province or state and country of residence and position, if any, held in the Corporation	Principal Occupation	Served as Director of the Corporation since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present(1)	Percentage of Voting Shares Owned or Controlled
Gediminas Klepackas Chief Executive Officer, Interim Chief Financial Officer, Secretary and Director Lithuania	President, Chief Executive Officer and Secretary of the Corporation	August 10, 2021	102,635	1.4%
Andrew Parks(2) Director Ontario, Canada	Chief Executive Officer and a director of Fountain Asset Corp., a TSXV listed investment issuer, since October 2017.	April 9, 2020	Nil	0%
Antanas (Tony) Guoga(2) Director Lithuania	Chief Executive Officer at Cypherpunk Holdings Inc.	August 10, 2021	3,360,120(3)	47.1%
Peter Tutlys(4) Proposed Director Ontario, Canada	Owner, VP Marketing & Sales, Toronto at MarketVest Financial Network (2014 –Present)	N/A	Nil	0%

Notes:

(1) The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.
(2) Member of the Audit Committee
(3) 1,299,600 Common Shares are held directly and 2,060,520 Common Shares are held by UAB NTSG., a corporation controlled by Mr. Guoga.
(4) The principal occupations of Mr. Peter Tutlys, the director nominee who has not been previously elected by the shareholders of the Corporation, during the past five years are as follows: Peter Tutlys: Peter Tutlys has 30 years’ of experience as an innovative and results driven brand and business operations leader gained as an investor, business owner, board member, strategy and marketing leader. Mr. Tutlys has held senior marketing roles at Royal Bank of Canada, Norway’s largest bank, DNB Bank, and Germany’s NORD Landesbank. He has launched many successful Digital client facing brands including Canada’s first Digital Electronic Cash Card and Canada’s largest online banking system. Currently and since 2014, Mr. Tutlys has been and is the owner and VP Marketing & Sales, Toronto at MarketVest Financial Network, a financial network targeting distressed property owners providing full financial solutions. As President of MarketBanga (SwiftTrade), Peter launched an online day trading company which was sold to a private equity company. Peter has an Economics degree from University of Toronto.

The term of office of each director will be from the date of the Meeting at which he or she is elected until the next annual meeting, or until his or her successor is elected or appointed.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Management has no reason to believe that any of the nominees will be unable to serve as a director but, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no proposed director, within 10 years before the date of this Management Information Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively an " Order ") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Other than as set forth below, no proposed director, within 10 years before the date of this Management Information Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, 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 its assets.

Messrs. Guoga, Parks and Klepackas were directors and/or officers of the Corporation, which was subject to a cease trade order resulting from a failure to file financial statements as issued on June 6, 2022 by Ontario Securities Commission. The cease trade order was revoked on July 18, 2023.

Personal Bankruptcies

None of the proposed directors of the Corporation have, within the 10 years before the date of this Management Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency,

or become 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 such person.

Penalties and Sanctions

None of the proposed directors of the Corporation have been 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 been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

4. APPROVAL AND CONFIRMATION OF STOCK OPTION PLAN

The Corporation has adopted a "rolling" stock option plan (the " Plan ") for officers, directors, employees and consultants of the Corporation. The Plan provides for the issue of stock options to acquire up to 10% of the issued and outstanding Common Shares as at the date of grant, subject to standard anti-dilution adjustment. This is a "rolling" stock option plan as the number of Common Shares reserved for issue pursuant to the grant of stock options will increase as the number of issued and outstanding Common Shares increases. At no time will more than 10% of the outstanding Common Shares be subject to grant under the Plan. If a stock option expires, is exercised or otherwise terminates for any reason, the number of Common Shares in respect of that expired, exercised or terminated stock option shall again be available for the purpose of the Plan. The principal features of the Plan are described in more detail below in the section entitled " Statement of Executive Compensation – Stock Option Plan and other Incentive Plans ".

The Plan was last approved and confirmed by the shareholders of the Corporation at the annual and special meeting of shareholders held on May 19, 2021.

The Plan is a "rolling" stock option plan and under Policy 6.5 of the Canadian Securities Exchange (the " CSE "), a listed company on the CSE is required to obtain the approval of its shareholders for a "rolling" stock option plan at each annual meeting of shareholders. Accordingly, shareholders will be asked to approve the following resolution:

" BE IT RESOLVED THAT:

the stock option plan of the Corporation as described in the management information circular dated September 8, 2023, be and it is hereby confirmed and approved"

In accordance with the policies of the CSE, the Plan must be approved by the majority of votes cast at the Meeting on the resolution.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE PLAN RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

5. AMENDMENT TO THE ARTICLES OF THE COMPANY – CONSOLIDATION

At the Meeting, shareholders are being asked to consider and, if deemed advisable, pass, with or without variation, a special resolution, the text of which is attached as Exhibit "A" to the Notice of Meeting (the " Consolidation Resolution "), which would authorize the Corporation to amend the articles of continuance of the Corporation to consolidate each of the issued and outstanding Common Shares by changing five (5) pre-consolidation Common Shares into one (1) post-consolidation Common Share (the " Consolidation "). In the event that shareholders pass the Consolidation Resolution to consolidate on a five (5) for one (1) basis, the presently issued and outstanding 7,133,398 Common Shares will be consolidated into approximately 1,426,679 Common Shares. If the Consolidation would otherwise result in a shareholder holding a fraction of a Common Share, no fraction or fractional certificate will be issued and the shareholder will not receive a whole Common Share for each such fraction held. In all other respects, the post-consolidated Common Shares will have the same attributes as the existing Common Shares.

In order to pass the Consolidation Resolution, at least two-thirds of the votes cast by the shareholders present at the Meeting in person or by proxy must be voted in favour of the Consolidation Resolution. If the Consolidation Resolution does not receive the requisite shareholder approval, the Corporation will continue with its present share capital.

The Board recommends that shareholders vote in favour of the Consolidation Resolution to approve the Consolidation as set out above.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE CONSOLIDATION RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Corporation is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officer of the Corporation as at January 31, 2023, whose total compensation was more than $150,000 for the financial year of the Corporation ended January 31, 2023 (collectively the " Named Executive Officers ") and for the directors of the Corporation.

The following table provides a summary of compensation paid, directly or indirectly, for each of the two most recently completed financial years to the Named Executive Officers and the directors of the Corporation:

	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES(1)
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Gediminas Klepackas(2) Chief Executive Officer, Interim Chief Financial Officer, Secretary and Director	2023 2022	60,000 28,430	Nil Nil	Nil Nil	Nil Nil	Nil Nil	60,000 28,430
Andrew Parks Director	2023 2022	Nil 35,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil 35,000
Antanas (Tony) Guoga Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Bruno Macchialli(2) Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Douglas Harris Former Chief Financial Officer	2023 2022	16,707 55,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	16,707 55,000
Gregory Pepin Former Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) This table does not include any amount paid as reimbursement for expenses.

(2) None of the compensation paid to Mr. Klepackas was paid for his services as a director of the Corporation.

(3) Mr. Bruno Macchialli will not be standing for re-election at the Meeting.

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(4) Mr. Douglas Harris resigned as the Chief Financial Officer of the Corporation on May 20, 2022. Mr. Klepackas was appointed the Interim Chief Financial Officer in his stead.
(5) Mr. Gregory Pepin resigned as a director of the Corporation on September 8, 2022.
(6) As at January 31, 2023, the following directors and officers held:
Mr. Klepackas held 71,500 stock options to purchase an aggregate of 71,500 Common Shares and no other compensation securities of the Corporation.
Mr. Parks held 71,500 stock options to purchase an aggregate of 71,500 Common Shares and no other compensation securities of the Corporation.
Mr. Guoga held 71,500 stock options to purchase an aggregate of 71,500 Common Shares and no other compensation securities of the Corporation.
Ms. Macchialli held Nil stock options to purchase an aggregate of Nil Common Shares and no other compensation securities of the Corporation.

Stock Options and Other Compensation Securities

During the most recently completed financial year of the Corporation, the Corporation did not grant or issue and stock options or other compensation securities no any NEO or director of the Corporation.

Exercise of Compensation Securities by Directors and NEOs

None of the NEOs or directors of the Corporation exercised any compensation securities during the most recently completed financial year of the Corporation.

Stock Option Plan and other Incentive Plans

The Corporation has in place the Plan. The purpose of the Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Common Shares. The Plan is administered by the Board, which has full and final authority with respect to the granting of all stock options thereunder.

The number of stock options which may be issued under the Plan is limited to 10% of the number of Common Shares outstanding at the time of the grant of the stock options. As at the date hereof, 713,340 stock options may be reserved for issue pursuant to the Stock Option Plan, 391,059 stock options have been issued and 322,281 stock options are still available for issue.

The Plan provides that the aggregate number of securities reserved for issuance under the Plan, combined with any other compensation securities of the Corporation will not exceed 10% of the number of Common Shares issued and outstanding from time to time. Stock options (" Options ") may be granted under the Plan to service providers of the Corporation and its affiliates, as the Board may from time to time designate. The exercise price of each Option shall be determined by the Board in its sole discretion, at the time such Option is allocated under the Plan and cannot be less than the Discounted Market Price (as defined in the policies of the Canadian Securities Exchange (the " CSE "). All Options granted under the Plan will expire no later than the date that is ten (10) years from the date that such Options are granted.

The Plan provides for the following restrictions: (a) no service provider of the Corporation may be granted an Option if that option would result in the total number of Options granted to the Participant in the previous 12 months, exceeding 5% of the issued and outstanding Common Shares unless the Corporation has obtained disinterested shareholder approval in accordance with CSE policies; (b) the aggregate number of Options granted to service providers of the Corporation conducting Investor Relations Activities (as defined in the policies of the TSXV) in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant; and (c) the aggregate number of Options granted to any one consultant in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant, without prior consent of the TSXV.

If a holder of Options (the " Optionee ") ceases to be a director or officer of the Corporation or ceases to be employed by the Corporation (other than by reason of death), or ceases to be a consultant of the Corporation as the case may be, Options may be exercised after the Optionee has left his/her employ/office or has been advised by the Corporation that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows: (a) in the case of the death of an Optionee, any vested Option

held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option; (b) an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the board of directors of the Corporation as at the date of grant or agreed to by the board of directors of the Corporation and the Optionee at any time prior to expiry of the Option) after the date of termination, and only to the extent that such Option was vested at the date of termination; and (c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal, will immediately terminate on the date of termination without right to exercise same.

The foregoing information is intended to be a brief description of the Plan and is qualified in its entirety by the full text of the Plan. The Corporation has no equity compensation plans other than the Plan.

Employment, Consulting and Management Agreements

The only management agreement the Corporation has in place between the Corporation or any subsidiary or affiliate thereof and its Named Executive Officers is as follows:

Gediminas Klepackas – Chief Executive Officer, Interim Chief Financial Officer, Secretary and Director

The Corporation entered into a management consulting agreement with GK Consult, SP, a corporation controlled by Gediminas Klepackas, for his services as the Chief Executive Officer of the Corporation on July 8, 2021 (the " Klepackas Consulting Agreement "). Pursuant to the Klepackas Consulting Agreement, Mr. Klepackas receives remuneration in the amount of $5,000 per month. The Klepackas Consulting Agreement is automatically renewed on a monthly basis, continues from year to year and may be terminated by the Corporation upon 90 days written notice and a lump-sum payment of $60,000 (the " Termination Payment "). The Klepackas Consulting Agreement provides for the Termination Payment to be made in the event of a change of control

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

The Board monitors compensation of the executive officers of the Corporation. The Board is responsible for the development and supervision of the Corporation’s approach to compensation for directors, officers and senior management as well as bonuses and any increases in compensation to employees or staff that would have a material impact on the Corporation’s expenses.

The Board determines the compensation payable to the directors of the Corporation and reviews such compensation periodically throughout the year. The directors of the Corporation currently receive fees for their respective roles as directors of the Corporation and may, from time to time, be awarded stock options under the provisions of the stock option plan of the Corporation. There are no other arrangements under which the directors of the Corporation who are not Named Executive Officers were compensated by the Corporation or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors of the Corporation.

Compensation of Named Executive Officers

Principles of Executive Compensation

The Corporation believes in linking an individual’s compensation to his or her performance and contribution as well as to the performance of the Corporation as a whole. The primary components of the Corporation’s executive compensation are base salary and option-based awards. The Board believes that the mix between base salary and incentives must be reviewed and tailored to each executive based on their role within the organization as well as their own personal circumstances. The overall goal is to successfully link compensation to the interests of the shareholders. The following principles form the basis of the Corporation’s executive compensation program:

align interest of executives and shareholders;
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attract and motivate executives who are instrumental to the success of the Corporation and the enhancement of shareholder value;
pay for performance;
ensure compensation methods have the effect of retaining those executives whose performance has enhanced the Corporation’s long-term value; and
connect, if possible, the Corporation’s employees into principles 1 through 4 above.

The Board is responsible for the Corporation’s compensation policies and practices. The Board has the responsibility to review and make recommendations concerning the compensation of the directors of the Corporation and the Named Executive Officers. The Board also has the responsibility to make recommendations concerning annual bonuses and grants to eligible persons under the stock option plan of the Corporation. The Board also reviews and approves the hiring of executive officers.

Base Salary

The Board approves the salary ranges for the Named Executive Officers. The base salary review for each Named Executive Officer is based on assessment of factors such as current competitive market conditions, compensation levels within the peer group and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. Comparative data for the Corporation’s peer group is also accumulated from a number of external sources including independent consultants. The Corporation’s policy for determining salary for executive officers of the Corporation is consistent with the administration of salaries for all other employees.

Annual Incentives

The Corporation is not currently awarding any annual incentives by way of cash bonuses. However, the Board, in its discretion, may award such incentives in order to motivate executives to achieve short-term corporate goals.

The success of Named Executive Officers in achieving their individual objectives and their contribution to the Corporation in reaching its overall goals are factors in the determination of their annual bonus. The Board assesses each Named Executive Officers’ 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 Corporation that arise on a day-to-day basis. This assessment is used by the Board in developing its recommendations with respect to the determination of annual bonuses for the Named Executive Officers.

Compensation and Measurements of Performance

It is the intention of the Board to approve targeted amounts of annual incentives for each Named Executive Officer at the beginning of each financial year. The targeted amounts will be determined by the Board 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 dayto-day corporate activities, will trigger the award of a bonus payment to the Named Executive Officers. The Named Executive Officers will receive a partial or full incentive payment depending on the number of the predetermined targets met and the Board’s assessment of overall performance. The determination as to whether a target has been met is ultimately made by the Board and the Board reserves the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate.

Long Term Compensation

The Corporation currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the stock option plan of the Corporation.

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Pension Disclosure

There are no pension plan benefits in place for the Named Executive Officers or the directors of the Corporation.

Termination and Change of Control Benefits

The Corporation does not have in place any pension or retirement plan. The Corporation has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer or director of the Corporation in connection with or related to the retirement, termination or resignation of such person. The Corporation has not provided any compensation to such persons as a result of a change of control of the Corporation, its subsidiaries or affiliates. Other than as disclosed in the section entitled " Statement of Executive Compensation – Employment, Consulting and Management Agreements " in this Management Information Circular, the Corporation is not party to any compensation plan or arrangement with Named Executive Officers or directors of the Corporation resulting from the resignation, retirement or the termination of employment of such person.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table sets forth information with respect to all compensation plans of the Corporation under which equity securities are authorized for issue as of January 31, 2023:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (#)
Equity compensation plans approved by securityholders	391,059	1.44	322,281
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	391,059	1.44	322,281

Notes:

(1) The Stock Option Plan is a "rolling" stock option plan whereby the maximum number of Common Shares that may be reserved for issue pursuant to the Stock Option Plan will not exceed 10% of the outstanding Common Shares at the time of the stock option grant. As at the date hereof, 713,340 stock options may be reserved for issue pursuant to the Stock Option Plan, 391,059 stock options have been issued and 322,281 stock options are still available for issue.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as already disclosed herein, no director, executive officer or principal shareholder of the Corporation, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction within the preceding three years or in any proposed transaction that has materially affected or will materially affect the Corporation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer of the Corporation or person who acted in such capacity in the last financial year of the Corporation, or any other individual who at any time during the most recently completed financial year of the Corporation was a director of the Corporation or any associate of the Corporation, is indebted to the Corporation, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

National Instrument 52-110 – Audit Committees (" NI 52-110 ") requires that certain information regarding the Audit Committee of a "venture issuer" (as that term is defined in NI 52-110) be included in the management information

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circular sent to shareholders in connection with the issuer’s annual shareholder meeting. The Corporation is a "venture issuer" for the purposes of NI 52-110.

Audit Committee Charter

The full text of the charter of the Corporation’s Audit Committee is attached hereto as Appendix "A" (the " Audit Committee Charter ").

Composition of the Audit Committee

The Audit Committee members are currently Andrew Parks, Bruno Macchialli, and Gediminas Klepackas, each of whom is a director and financially literate. Messrs. Parks and Macchialli are each independent in accordance with NI 52-110. Mr. Macchialli will not be standing for re-election at the Meeting. Immediately following the Meeting, the Audit Committee members will be Peter Tutlys, Andrew Parks and Gediminas Klepackas. Messrs. Parks and Tutlys are each independent in accordance with NI 52-110.

Relevant Education and Experience

The following is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

an understanding of the accounting principles used by the Corporation to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements, or experience actively supervising one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Andrew Parks, Director – Mr. Parks is a CFA Charter holder, former registered portfolio manager. In addition, he is a current CEO of Fountain Asset Corp, a merchant bank. Mr. Parks is also a current Audit committee member for NetraMark Holdings Inc. and PesoRama Inc.

Peter Tutlys, Director – Mr. Tutlys has 30 years’ of experience as an innovative and results driven brand and business operations leader gained as an investor, business owner, board member, strategy and marketing leader. Mr. Tutlys has held senior marketing roles at Royal Bank of Canada, Norway’s largest bank, DNB Bank, and Germany’s NORD Landesbank. He has launched many successful Digital client facing brands including Canada’s first Digital Electronic Cash Card and Canada’s largest online banking system. Currently and since 2014, Mr. Tutlys has been and is the owner and VP Marketing & Sales, Toronto at MarketVest Financial Network, a financial network targeting distressed property owners providing full financial solutions. As President of MarketBanga (SwiftTrade), Peter launched an online day trading company which was sold to a private equity company. Peter has an Economics degree from University of Toronto.

Gediminas Klepackas, Chief Executive Officer, Secretary, Interim Chief Financial Officer and Director – Mr. Klepackas is the Chief Executive Officer, Secretary and Interim Chief Financial Officer of the Corporation. Mr. Klepackas has 15 years of management experience in international business, fintech, and crypto startups.

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Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Exemptions in NI 52-110

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on:

the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110 (which exempts all non-audit services provided by the Corporation’s auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor’s annual fees charged to the Corporation, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year’s audit);
the exemption in subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ) of NI 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if a circumstance arises that affects the business or operations of the Corporation and a reasonable person would conclude that the circumstance can be best addressed by a member of the Audit Committee becoming an executive officer or employee of the Corporation);
the exemption in subsection 6.1.1(5) ( Events Outside Control of Member ) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if an Audit Committee member becomes a control person of the Corporation or of an affiliate of the Corporation for reasons outside the member’s reasonable control);
the exemption in subsection 6.1.1(6) ( Death, Incapacity or Resignation ) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation if a vacancy on the Audit Committee arises as a result of the death, incapacity or resignation of an Audit Committee member and the Board was required to fill the vacancy); or
an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 ( Exemptions ) of NI 52-110.

The Corporation is a "venture issuer" for the purposes of NI 52-110. Accordingly, the Corporation is relying upon the exemption in section 6.1 of NI 52-110 providing that the Corporation is exempt from the application of Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter.

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Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of the Corporation for professional services rendered to the Corporation during the fiscal years ended January 31 2023 and January 31, 2022:

	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
Year ended January 31, 2023	40,000	20,145	Nil	Nil
Year ended January 31, 2022	40,000	16,050	5,350	Nil

Audit Fees – aggregate fees billed for professional services rendered by the auditor for the audit of the Corporation’s annual consolidated financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly consolidated financial statements and related documents.

Tax Fees – aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – aggregate fees billed for professional services which included accounting advice and association fees.

REPORT ON CORPORATE GOVERNANCE

The Corporation believes that adopting and maintaining appropriate governance practices is fundamental to a wellrun company, to the execution of its chosen strategies and to its successful business and financial performance. National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines (collectively the " Governance Guidelines ") of the Canadian Securities Administrators set out a list of non-binding corporate governance guidelines that issuers are encouraged to follow in developing their own corporate governance guidelines. In certain cases, the Corporation’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Corporation at its current stage of development and therefore these guidelines have not been adopted. The Board will continue to review and implement corporate governance guidelines as the business of the Corporation progresses and becomes more active in operations.

The following disclosure is required by the Governance Guidelines and describes the Corporation’s approach to governance and outlines the various procedures, policies and practices that the Corporation and the Board have implemented.

Board of Directors

The Board is currently composed of four directors. At the Meeting it is proposed that four directors be nominated for election by the shareholders of the Corporation. Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) (" Form 58-101F2 ") requires disclosure regarding how the Board facilitates its exercise of independent supervision over management of the Corporation by providing the identity of directors who are independent and the identity of directors who are not independent and the basis for that determination. NI 52-110 provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years an employee or executive officer of an issuer, is deemed to have a "material relationship" with the issuer.

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Accordingly, of the proposed nominees, Messrs. Klepackas and Guoga are considered not to be "independent". The remaining two proposed directors are considered by the Board to be "independent", within the meaning of NI 52-110. In assessing Form 58-101F2 and making the foregoing determinations, the Board has examined the circumstances of each director in relation to a number of factors.

Directorships

The following table sets forth the directors of the Corporation who currently hold directorships with other reporting issuers:

Name of Director	Reporting Issuer
Antanas Guoga	Cypherpunk Holdings Inc. and Rate Detective Holdings
Andrew Parks	Fountain Asset Corp., PesoRama Inc., and NetraMark Holdings Inc.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. The Board’s continuing education is typically derived from correspondence with the Corporation’s legal counsel to remain up to date with developments in relevant corporate and securities law matters. Additionally, historically board members who are familiar with the Corporation and the nature of its business have been nominated.

Ethical Business Conduct

The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct, but does promote ethical business conduct through the nomination of Board members it considers ethical, through avoiding or minimizing conflicts of interest, and by having at least two of its Board members independent of corporate matters.

Nomination of Directors

The recruitment of new directors has generally resulted from recommendations made by directors and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board are reviewed by the entire Board.

Other Board Committees

The Board has established an Audit Committee.

Assessments

Currently the Board has not implemented a formal process for assessing directors.

OTHER MATTERS

The management of the Corporation knows of no other matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not known to management should properly come before the Meeting, the accompanying form of proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedarplus.ca. Shareholders may contact the Corporation in order to request copies of: (i) this Management Information Circular; and (ii) the Corporation’s consolidated financial statements and the related management’s discussion and analysis (the

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" MD&A ") which will be sent to the shareholder without charge upon request. Financial information is provided in the Corporation’s consolidated financial statements and MD&A for its financial years ended January 31, 2021, January 31, 2022 and January 31, 2023.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Management Information Circular have been approved, and the delivery of it to each shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

DATED at Toronto, Ontario this 8[th] of September, 2023.

BY ORDER OF THE BOARD

" Gediminas Klepackas " (signed) Chief Executive Officer, Interim Chief Financial Officer and Director

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APPENDIX "A"

TONY G CO-INVESTMENT HOLDINGS LTD.

AUDIT COMMITTEE CHARTER

See attached.

A-1

AUDIT COMMITTEE CHARTER

Composition, Procedures and Organization

The Committee shall consist of at least three members of the Board of Directors (the “Board’), in good standing.
Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number
The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
Meetings of the Committee shall be conducted as follows:
(a) the Committee shall meet at least four (4) times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee; and
(b) management representatives may be invited to attend certain meetings of the Committee.
The internal auditors and the external auditors shall have a direct line of communication to the Committee. The external auditors shall report directly to the Committee.
The Committee shall have direct access to such officers and employees of the Corporation and direct access to the Corporation’s internal and external auditors, and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities,
The Committee shall have authority:
(a) to engage independent counsel and other advisors as it deems necessary to carry out its duties; and
(b) to set and pay the compensation for any advisors employed by the Committee.

Roles and Responsibilities

The overall duties and responsibilities of the Committee shall be as follows:
(a) to assist the Board in the discharge of its responsibilities relating to the Corporation’s accounting principles, reporting practices and internal controls and its approval of the Corporation’s annual and quarterly consolidated financial statements and related financial disclosure;
(b) to establish and maintain a direct line of communication with the Corporation’s internal auditors, if any, and external auditors and assess and evaluate their performance;
(c) to ensure that the management of the Corporation has designed, implemented and is maintaining an effective system of internal financial controls; and
(d) to report regularly to the Board on the fulfillment of its duties and responsibilities.
The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:
(a) to recommend to the Board a firm of external auditors to be engaged by the Corporation for the purpose of preparing an auditor’s report and performing other audit services for the Corporation, and to verify the independence of such external auditors;
(b) to review and approve the compensation, scope and timing of the audit and other related services as well as non-audit services rendered by the external auditors;
(c) to oversee the work of the external auditors engaged for the purpose of preparing an auditor’s report or related work including reviewing with the external auditors, upon completion of their audit, the contents of the auditor’s report;
(d) to discuss with the external auditors the quality and not just the acceptability of the Corporation’s accounting principles;
(e) to ensure that the Committee meets the external auditors on a regular basis in the absence of management; and
(f) to resolve any disagreements between management and the external auditors regarding financial reporting.
The duties and responsibilities of the Committee as they relate to the internal control procedures of the Corporation are to:
(a) review the appropriateness and effectiveness of the Corporation’s policies and business practices which impact on the financial integrity of the Corporation, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;
(b) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Corporation; and
(c) periodically review the Corporation’s financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.
The Committee is also charged with the responsibility to:
(a) review the Corporation’s:
- (i) financial statements;
- (ii) annual report to shareholders, if any;
- (iii) annual information form, if any;
(iv) annual and interim MD&A;
(v) prospectuses;
(vi) news releases discussing financial results of the Corporation; and
(vii) other public reports of a financial nature requiring approval by the Board, before the Corporation publicly discloses the information.
(b) review regulatory filings and decisions as they relate to the Corporation’s consolidated financial statements;
(c) review and periodically assess the adequacy of the policies and procedures used in the preparation and disclosure of the Corporation’s consolidated financial statements and other disclosure documents containing financial information extracted or derived from the Corporation’s financial statements;
(d) review and report on the integrity of the Corporation’s consolidated financial statements;
(e) establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters;
(f) establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and
(g) review and approve the Corporation’s policies regarding hiring partners, employees, former partners and former employees of the present and former external auditors of the Corporation.

APPENDIX "B"

CHANGE OF AUDITOR REPORTING PACKAGE

See attached.

B-1

TONY G CO-INVESTMENT HOLDINGS LTD. NOTICE OF CHANGE OF AUDITORS

PURSUANT TO NATIONAL INSTRUMENT 51-102 (“NI 51-102”)

July 12, 2022

TO: HARBOURSIDE CPA LLP

AND TO: MAO & YING LLP

AND TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Nova Scotia Securities Commission

Dear Sirs/Mesdames:

Re: Notice Regarding Proposed Change of Auditor Pursuant to NI 51-102

Notice is hereby given that the Board of Directors of Tony G Co-Investment Holdings Ltd. (the “ Company ”) determined:

to accept the resignation, at the request of the Company of Harbourside CPA LLP (the “ Former Auditor ”), as auditor of the Company; and
to engage Mao & Ying LLP (the “ Successor Auditor ”), as auditor of the Company.

There have been no modified opinions in the Former Auditor's reports on any of the Company's financial statements for the two most recently completed fiscal years nor for any period subsequent to the most recently completed fiscal year.

In the opinion of the Company, prior to the resignation, and as at the date hereof, there were no reportable events as defined in NI 51-102 (Part 4.11).

The contents of this Notice and the termination of the Former Auditor and the proposed appointment of the Successor Auditor were approved by the Audit Committee and the Board of Directors of the Company.

DATED at Toronto, Ontario this 12[th] day of July, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF TONY G CO-INVESTMENT HOLDINGS LTD.

“Gediminas Klepackas” (Signed)

Gediminas Klepackas

Chief Executive Officer

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July 12, 2022

To: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission

Dear Sirs/Mesdames:

- “ ” Re: Tony G Co Investment Holdings Ltd. (the Company )

As required by subparagraph (5)(a)(ii) of section 4.11 of National Instrument 51-102, we have reviewed the change of auditor notice of the Company dated July 12, 2022 (the “Notice”) and, based on our knowledge of such information at this time, we confirm that we agree with the statements contained in the Notice in as far as they relate to us.

Yours very truly,

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Harbourside CPA, LLP

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Mao & Ying LLP CHARTERED PROFESSIONAL ACCOUNTANTS

July 12, 2022

British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Nova Scotia Securities Commission

And

Canadian Securities Exchange

Dear Sirs/Mesdames:

Re: Tony G Co-Investment Holdings Ltd. (the “Company”) Notice of Change of Auditor

Pursuant to National Instrument 51-102, we have read the Company’s Notice of Change of Auditor dated July 12, 2022. Based on our knowledge of the information at this date, we agree with its contents as it pertains to Mao & Ying LLP, Chartered Professional Accountants.

Yours sincerely,

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Mao & Ying LLP

cc: The Board of Directors, Tony G Co-Investment Holdings Ltd.

1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2 Telephone: 778-379-8518 Fax: 778-379-8502

Braingrid Limited

Consolidated Financial Statements

For the years ended January 31, 2021 and January 31, 2020 (Expressed in Canadian Dollars, unless otherwise noted)

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To the Shareholders of Braingrid Limited:

Opinion

We have audited the consolidated financial statements of Braingrid Limited and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at January 31, 2021 and January 31, 2020, and the consolidated statements of loss and comprehensive loss, changes in equity (deficiency) and 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 January 31, 2021 and January 31, 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits 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 audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 in the consolidated financial statements, which indicates that the Company had a working capital deficiency and an accumulated deficit as at January 31, 2021. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises 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.

In connection with our audits 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 audits 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 on this other information, 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 International Financial Reporting Standards and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally

accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

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

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

The engagement partner on the audit resulting in this independent auditor's report is Saad Shaikh.

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Toronto, Ontario May 31, 2021

Chartered Professional Accountants

Licensed Public Accountants

Braingrid Limited Consolidated Statements of Financial Position As at January 31, 2021 and January 31, 2020 (in Canadian dollars)

			January 31,		January 31,
	Note		2021		2020
Assets
Current assets:
Cash and cash equivalents		$	24,484	$	17,574
Accounts receivable	5		78,330		35,488
Contract asset			3,155		23,981
Prepaid expenses,deferred charges and sundryassets			26,771		34,400
			132,740		111,443
Right of use assets	8		18,765		63,801
		$	151,505	$	175,244
Liabilities and shareholders' equity (deficit)
Current liabilities:
Accounts payable and accrued liabilities		$	692,423	$	318,045
Make-whole provision	11		-		771,350
Contract liabilities			24,009		60,423
Lease liability	8		105,996		68,800
Promissory notes	9,19		181,812		-
Provision for liquidityincentive			196,227		196,227
			1,200,467		1,414,845
Long-term liabilities
Canada Emergency Business Account loan	10		35,771		-
Lease liability	8		-		29,532
		$	1,236,238	$	1,444,377
Shareholders' equity (deficit):
Share capital	11,12		5,915,581		5,524,431
Share-based payment reserve	14		1,192,077		1,161,677
Warrants reserve	15		522,266		522,266
Accumulated deficit			(8,714,657)		(8,477,507)
			(1,084,733)		(1,269,133)
		$	151,505	$	175,244

Signed on behalf of the Board

“Andrew Parks” Chairman

“Gregory Pepin” Director

The accompanying notes are an integral part of these consolidated financial statements

Braingrid Limited

Consolidated Statements of Loss and Comprehensive Loss For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

anadian dollars)
Note	January 31, 2021 January 31, 2020
Revenue
Set-up, integration & other revenue Service & support	39,226 $ 55,410 $
	75,045 97,891
Cost ofsales	114,271 153,301

	25,372 40,902
Gross profit	88,899 112,399
Expenses Occupancy costs 146,562 115,814 Professional fees 356,082 144,789 Office & general 88,740 106,967 Consulting expenses 64,083 427,707 Salaries & wages 17,333 648,803 Interest expense 8,148 2,081 Computer & internet 6,548 3,485 Bad debt expense 4,232 19,200 Stock based compensation 14 30,400 52,582 Gain on initial recognition of CEBA Loan 10 (4,229) - Gain on settlement of debt 11 (391,850) - Depreciation - 22,590 Travel - 9,915 Meals & entertainment - 2,971 Research & development - 4,863 Loss on revaluation of derivative liability 11 - 485,733 Gain on revaluation of conversion feature liability 11 - (415,172) Financing expenses - 467,724 Accretion expense 11 - 62,754 Write down of inventory - 169,177 Write down of PP&E 6 - 66,098 Write down of intangible assets 7 - 35,325
	146,562 115,814 356,082 144,789
	88,740 106,967
	64,083 427,707
	17,333 648,803
	8,148 2,081 6,548 3,485 4,232 19,200
Totalexpenses 326,049 2,433,406
Loss before income taxes (237,150) (2,321,007) Income taxexpense - -
Net loss and comprehensive loss (237,150) $ (2,321,007) $
Net loss per share - basic and diluted 13 (0.20) $ (4.37) $

Weighted average common shares outstanding 1,174,111 530,923

Nature of operations (Note 1)

The accompanying notes are an integral part of these consolidated financial statements

Shares issued on settlement of debt 11 783,000 391,150 - - - 391,150 Rounding of fractional shares after consolidation (5) - - - - - Stock based compensation 14 - - 30,400 - - 30,400 Net loss and comprehensive loss for theyear - - - - (237,150) (237,150) Balance, January 31, 2021 1,388,417 5,915,581 $ 1,192,077 $ 522,266 $ (8,714,657) $ (1,084,733) $	Shares issued due to exercise of options 70 35 - - - 35 Cancellation of shares (16,250) - - - - - Shares issued for services 22,400 213,800 - - - 213,800 Shares issued to employees 8,200 36,900 - - - 36,900 Shares issued to Bankwell 11,444 66,757 - 36,242 - 102,999 Share based compensation - - 39,483 - - 39,483 Conversion of convertible debt into shares 106,250 159,491 - - - 159,491 Cancellation of RSU - - (23,133) - - (23,133) Net loss and comprehensive loss for theyear - - - - (2,321,007) (2,321,007) Balance, January 31, 2020 605,422 5,524,431 $ 1,161,677 $ 522,266 $ (8,477,507) $ (1,269,133) $	Balance, January 31, 2019 473,308 5,047,448 $ 1,145,327 $ 486,024 $ (6,156,500) $ $522,299	Note Number of Braingrid Limited Common Shares Amount Share-based payment reserve Warrant reserve Deficit Total Share Capital	Braingrid Limited Consolidated Statements of Changes in Equity (Deficiency) For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

Braingrid Limited Consolidated Statements of Cash Flows For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

Note January 31, 2021 January 31, 2020	Note January 31, 2021 January 31, 2020

Operating Activities
Net loss for the year (237,150) $ (2,321,007) $
Adjustment for:
Shares issued for services 12 - 213,800 (Gain) loss on revaluation of make whole liability 11 - (485,733) (Gain) loss on revaluation of conversion feature liability 11 - 415,172 Financing expenses - 435,987 Write down of inventory - 169,177 Accretion - 62,754 Write down of PP&E 6 - 66,098 Write down of intangible assets 7 - 35,325 Depreciation 6 - 22,590 Interest on lease liabilities 8 7,663 14,562 Amortization on right of use asset 8 45,036 45,036 Stock based compensation 14 30,400 52,582 Gain on settlement of debt 11,12 (391,850) - Gain on initial recognition of CEBA Loan (4,229) - Net change in non-cash working capital: Accounts receivable (42,842) 99,759 Contract asset 20,826 481 Prepaid expenses and sundry assets 7,629 77,662 Accounts payable and accrued liabilities 374,378 (40,651) Contractliabilities (36,414) 7,813
Net cash used inoperating activities $ (226,553) $ (1,128,593)
Financing activities Proceeds from issuance of common shares, option exercise - $ 35 $ Proceeds from issuance of debentures, net of costs 11 - 529,099 Proceeds from issuance of debentures, net of costs 12 - 100,000 Canada Emergency Business Account loan 40,000 - Proceeds from issuance of promissory notes, net of repayments 9,19 193,463 - Principalpayments on leaseliabilities - (58,037)
Net cash provided by financing activities	233,463 $ 571,097 $

Net change in cash Cash, beginning ofyear	6,910 (557,496) 17,574 575,070
Cash, end ofyear	24,484 $ 17,574 $

The accompanying notes are an integral part of these consolidated financial statements

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

1. Nature of operations

Braingrid Limited (the "Company" or "Braingrid") is a technology company that provides an affordable, versatile, and quick-to-install sensor platform that captures the critical real-time data needed in the precision agriculture market, and in particular, licensed cannabis producers, to increase revenues, reduce costs and reduce risks. The Company’s head office address is 77 King St W #400, Toronto, ON M5K 0A1.

On December 28, 2018, the Company completed its qualifying transaction (the "Transaction") in accordance with the policies of the Canadian Securities Exchange (the "CSE"), by way of a three-cornered amalgamation of Braingrid, Match Capital Resources Corp. (“Match”) and a wholly-owned subsidiary of Match ("Match Subco") to form a new company ("Amalco"). The Transaction was an arm's length transaction for both parties.

The Company obtained final approval for the Transaction from the Exchange on December 28, 2018 and started trading on the Canadian Securities Exchange under the symbol “BGRD”.

On November 13, 2020, the Company consolidated its issued and outstanding common shares on a 100 for 1 ‐ basis which resulted in 1,388,417 shares outstanding post consolidation. All references to common shares, stock options, warrants and loss per share in these financial statements have been adjusted to reflect this change.

On November 30, 2020, Braingrid announced that it would be pursuing a change of business (the “Proposed COB”) under the rules of the CSE to refocus its business operations from a “technology issuer” to an “investment issuer”. In accordance with the policies of the CSE, trading in the shares of Braingrid were halted pending review and approval by the CSE of the Proposed COB.

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in the World Health Organization declaring this virus a global pandemic in March 2020. Governments around the world have enacted emergency measures to combat the spread of the virus. These measures which include the implementation of travel bans, self-imposed quarantine periods and social distancing and closure of businesses have caused material disruption to businesses resulting in an economic slowdown. Governments and central banks have responded with significant monetary and fiscal interventions designed to stabilize the financial markets. The duration and impact of the COVID-19 outbreak is unknown at this time and it is not possible to reliably estimate the duration and severity of these developments.

2. Statement of compliance and going concern

The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) using the accounting policies described herein as issued by International Accounting Standards Board (“IASB”). The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment of complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

These consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. 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. Such adjustments could be material. It is not possible to predict whether the company will be able to raise adequate financing or to ultimately attain profitable levels of operations. These conditions indicate the existence of material uncertainties that may cause significant doubt about the Company’s ability to continue as a going concern. Changes in future conditions could require material write downs of the carrying values.

The Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $8,714,657 as at January 31, 2021 (2020 - $8,477,507). The recoverability of the carrying value of the assets and the Company’s continued existence is dependent upon the achievement of profitable

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

2. Statement of compliance and going concern (continued)

operations, or the ability of the Company to raise alternative financing. While management has historically been successful in raising the necessary capital, it cannot provide assurance that it will be able to execute on its business strategy or be successful in future financing activities. As at January 31, 2021, the Company had current assets of $132,740 (2020 - $111,443) to cover current liabilities of $1,200,467 (2020 - $1,414,845).

These consolidated financial statements were approved by the Company’s board of directors on May 31, 2021.

3. Significant accounting policies

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

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except as otherwise noted.

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Braingrid Corporation and BG Cangrow Corp.

Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All intercompany balances, transactions, income and expenses have been eliminated on consolidation.

Functional and presentation currencies

The Company’s and subsidiary’s functional currency, as determined by management, is Canadian dollars, which is also the Company’s presentation currency.

Investment tax credits

The Company follows the income approach to account for investment credits, whereby investment tax credits are recorded when there is a reasonable assurance that the amounts will be received and that the Company will comply with all relevant conditions. Under this method, investment tax credits related to operating expenditures are recorded as a reduction of the related expense and recognized in the period in which the related expenditures are charged to operations. Investment tax credits related to capital expenditures are recorded as a reduction of the cost of the related asset. The investment tax credits recorded are based on management’s best estimates of amounts expected to be received and are subject to audit by the taxation authorities.

Property and equipment

Property and equipment are carried at historical cost less accumulated depreciation and any accumulated impairment losses. Each component of an item of property and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred.

Depreciation is recognized so as to write off the cost or valuation of assets (other than land) less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

3. Significant accounting policies (continued)

Property and equipment (continued)

Estimated useful lives for the principal asset categories are as follows:

Computer equipment	3 years
Furniture and equipment	5 years
Tools & dies	5 years

Research and development

Research costs are charged to profit or loss in the period in which they are incurred, net of related tax credits. Development costs are charged to profit or loss in the year they are incurred, net of related tax credits, unless they meet the capitalization criteria listed below:

the technical feasibility of completing the intangible asset so it will be available for use or sale;
the Company’s intention to complete and its ability to use or sell the asset;
how the asset will generate future economic benefits;
the availability of resources to complete the asset; and
the ability to measure reliably of the expenditure during development.

Intangible assets

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful lives and amortization methods are reviewed at the end of each year, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

Impairment of tangible and intangible assets

At the end of each reporting period, the Company 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). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately. If an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately.

Segmented reporting

The Company currently operates as a single segment. Its principal business relates to providing an affordable, versatile, and quick-to-install sensor platform that captures the critical real-time data needed in the precision agriculture market, and in particular, licensed cannabis producers, to increase revenues, reduce costs and reduce risks. All of the assets of the Company are situated in Canada.

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

3. Significant accounting policies (continued)

Income taxes

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that they relate to items recognized directly in equity or other comprehensive income.

Current tax

Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred tax

Deferred tax is recognized on any 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 earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized, and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in profit or loss, comprehensive income or loss or in equity depending on the item to which the adjustment relates.

Deferred tax assets are recognized to the extent future recovery is probable. At the end of each reporting period, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

Foreign currency translation

Transactions in foreign currencies are initially translated into the functional currency using rates prevailing at the date of the transaction. Monetary assets and liabilities are translated using the exchange rates in effect at the end of the reporting period and non-monetary assets and liabilities at historical exchange rates. Revenue and expense items are translated using average exchange rates prevailing during the period. Foreign exchange gains and losses are included in profit or loss.

Share-based compensation

The fair value of options awarded to employees, directors, and lenders is measured using the Black-Scholes option pricing model and is recognized over the vesting periods in profit or loss and share based payment reserve. A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of options that vest. Upon exercise of the option, consideration received, together with the amount previously recognized in share based payment reserve, is reclassified as an increase to share capital. The fair value of Restricted Share Units is based on the Company’s share price on the grant date and recognized over the vesting periods in profit or loss and share based payment reserve.

The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted if the fair value of the goods or services received by the Company cannot be reliably estimated. Estimating fair value for share-based compensation transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including expected life of the share-based payment, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based compensation are disclosed in the notes to the financial statements.

Revenue recognition

Typically, the Company enters into contracts that contain multiple products and services such as sale of products, monthly maintenance and support, and professional services. The Company evaluates these arrangements to determine the appropriate unit of accounting (performance obligation) for revenue recognition purposes based on whether the product or service is distinct from some or all of the other products or services in the arrangement. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the Company’s promise to transfer the good or service is separately identifiable from other promises in the contractual arrangement with the customer. Non-distinct products and services are combined with other goods or services until they are distinct as a bundle and therefore form a single performance obligation.

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

3. Significant accounting policies (continued)

Revenue recognition (continued)

Where a contract consists of more than one performance obligation, revenue is allocated to each performance obligation based on their estimated standalone selling price (“SSP”).

The Company recognizes revenue when the transfer of control of the promised products or services has occurred to customers in exchange for consideration the Company expects to receive, net of discounts and taxes. Revenue from the sale of products is recognized when the product is shipped and received by the customer, and depending on the delivery conditions, title and risk have passed to the customer. Monthly support and maintenance revenue is recognized over the term of the maintenance agreement as services are provided. The Company defers revenues that have been billed but which do not meet the revenue recognition criteria. Cash received in advance of revenue being recognized is classified as contract liabilities (deferred revenues).

The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the costs to be recoverable and has determined that such costs meet the requirements to be capitalized. Capitalized contract acquisition costs are amortized consistent with the pattern of transfer to the customer for the goods and services to which the asset relates. The amortization period includes specifically identifiable contract renewals where there is no substantive commission paid on renewals. The expected customer renewal period is estimated based over the life of the intellectual property including expected software upgrades by the customer. The Company does not capitalize incremental costs of obtaining contracts if the amortization period is one year or less.

Financial Instruments

IFRS 9 contains three principle classifications for financial assets: measured at amortized cost, fair value through other comprehensive income (“FVOCI”) and fair value through profit or loss (“FVTPL”) and eliminates the previous IAS 39 categories of held to maturity, loans and receivables and available for sale. Classification of financial assets under IFRS 9 is generally based on a business model and its contractual cash flow characteristics.

The following table shows the classification categories under IFRS 9 for each class of the Company’s financial assets and financial liabilities.

assets and financial liabilities.
Financial assets and liabilities	IFRS 9
Cash and cash equivalents	FVTPL
Accounts receivable	Amortized cost
Accounts payable and accrued liabilities	Amortized cost
Promissory notes	Amortized cost
Canada Emergency Business Account loan	Amortized cost
Provision for liquidity incentive	FVTPL

Financial assets

Recognition and initial measurement

The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.

Classification and subsequent measurement

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

3. Significant accounting policies (continued)

Financial Assets (continued)

determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.

Financial assets are classified as follows:

Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of accounts receivable.
Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income.
Mandatorily at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at fair value through profit or loss are comprised of cash and cash equivalents.
Designated at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. The Company does not hold any financial assets designated to be measured at fair value through profit or loss.

The Company measures all equity investments at fair value. Changes in fair value are recorded in profit or loss. The entity does not hold any equity investments.

Business model assessment

The Company assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed, and information is provided to management. Information considered in this assessment includes stated policies and objectives.

Contractual cash flow assessment

The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money.

Impairment

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

3. Significant accounting policies (continued)

Financial Assets (continued)

reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime.

The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit- impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses.

For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the statement of financial position as a deduction from the gross carrying amount of the financial asset.

Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

Derecognition of financial assets

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

Financial liabilities

Recognition and initial measurement

The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, except for financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss.

Recognition and initial measurement (continued)

Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount.

Classification and subsequent measurement

Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss.

Derecognition of financial liabilities

The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.

Accounting standards implemented as of February 1, 2020

The Company adopted the following accounting standards which came into effect commencing February 1, 2020:

Amendment to IFRS 3 – Business Combinations

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

3. Significant accounting policies (continued)

Accounting standards implemented as of February 1, 2020 (continued)

definition of a business to assist entities to determine whether a transaction should be accounted for as a business combination or an asset acquisition. The amendments to IFRS 3 – Business Combinations may affect whether future acquisitions are accounted for as business combinations or asset acquisitions, along with the resulting allocation of the purchase price between the net identifiable assets acquired and goodwill. The Company does not expect any impact to the consolidated financial statements as a result of its adoption of the amendments to IFRS 3 on its acquisitions completed subsequent to year-end.

4. Critical accounting judgments and key sources of estimation uncertainty

The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

Critical areas of estimation and judgements in applying accounting policies include the following:

Going concern

These financial statements have been prepared in accordance with IFRS on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business within the foreseeable future. Management uses judgment in determining assumptions for cash flow projections, such as anticipated financing, anticipated sales and future commitments to assess the Company’s ability to continue as a going concern. A critical judgment is that the Company continues to raise funds going forward and satisfy their obligations as they become due.

Share based payments

The Company estimates the fair value of convertible securities such as options using the Black Scholes option pricing model which requires significant estimation around assumptions and inputs such as expected term to maturity, expected volatility and expected dividends.

Provision for expected credit losses (‘ECLs”)

The Company performs impairment testing annually for accounts receivable in accordance with IFRS 9. The ECL model requires considerable judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted basis. IFRS 9 outlines a three-stage 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 Company measures provision for ECLs at an amount equal to lifetime ECLs.

The Company applies the simplified approach to determine ECLs on trade receivables by using a provision matrix based on historical credit loss experiences. The historical results are used to calculate the run rates of default which are then applied over the expected life of the trade receivables, adjusted for forward looking estimates.

Incremental borrowing rates

The Company’s incremental borrowing rate is used to estimate the initial value of the lease liability and associated right of use asset. The Company’s incremental borrowing rate is determined with reference to the borrowing rate for a similar asset within a country for a similar lease term.

Braingrid Limited

Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

5. Accounts receivable

5. Accounts receivable
	January	31, 2021		January 31,2020
Trade receivables	$	33,719	$	32,942
HSTand other receivables		44,612		2,545
Total accounts receivable	$	78,330	$	35,488

6. Property and equipment

		Computer		Other		Furniture &		Tools
Cost		Equipment		Equipment		Fixtures		& Dies		Total
Balance, January 31, 2019		29,467		45,616		41,963		42,564		159,610
Impairment		(29,467)		(45,616)		(41,963)		(42,564)		(159,610)
January 31, 2020 and 2021	$	-	$	-	$	-	$	-	$	-
		Computer		Other		Furniture &		Tools
Accumulated Depreciation		Equipment		Equipment		Fixtures		& Dies		Total
Balance, January 31, 2019		15,626		23,047		8,720		23,529		70,922
Depreciation		7,500		4,417		5,600		5,073		22,590
Impairment		(23,126)		(27,464)		(14,320)		(28,602)		(93,512)
January 31, 2020 and 2021	$	-	$	-	$	-	$	-	$	-
		Computer		Other		Furniture &		Tools
Net Book Value		Equipment		Equipment		Fixtures		& Dies		Total
Balance,January31,2019		13,841		22,569		33,243		19,035		88,688
Balance, January 31, 2020 and 2021	$	-	$	-	$	-	$	-	$	-
7. Intangible assets
Cost
Balance, January 31, 2019									$	35,325
Impairment										(35,325)
Balance, January 31, 2020 and 2021									$	-
Net book value
Balance, January 31, 2019										35,325
Balance, January 31, 2020 and 2021									$	-

8. Leases

When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate of 16% at February 1, 2019. The Company has elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application as short-term leases. The Company has elected to apply the practical expedient to grandfather the assessment of which transactions are leases on the date of initial application, as previously assessed under IAS 17 and IFRIC 4.

Amortization expense is booked under occupancy costs in the statement of loss and comprehensive loss.

Braingrid Limited

Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

8. Leases (continued)

Right of use asset		Premise lease
Cost		$
Balance at February 1, 2019		-
Aggregate lease commitments		131,945
Less: impact of present value		(23,109)
Opening IFRS 16 lease value as at February 1, 2019		108,836
Additions		-
Balance at January 31, 2020 and 2021		108,836

Accumulated amortization
Balance at February 1, 2019		-
Amortization		45,035
Balance at January 31, 2020		45,035
Amortization		45,036
Balance at January 31, 2021		90,071

Net book value: January 31, 2020		63,801
Net book value: January 31, 2021		18,765

Lease liabilities		Premise lease
		$
Balance at February 1, 2019		108,836
Additions		-
Accretion of financing costs		14,562
Payments		(25,066)
Total lease liabilities at January 31, 2020		98,332
Accretion of financing costs		7,665
Payments		-
Total lease liabilities at January 31, 2021		105,996
	January 31,	January 31,
	2021	2020
Current portion of lease liabilities	105,996	68,800
Long term portion of lease liabilities	-	29,532
Total lease liabilities	105,996	98,332

The Company and its subsidiaries have entered into agreements to lease office premises until 2021. The annual rent expenses for premises consist of minimum rent and does not include variable costs. The minimum payments under all agreements are as follows:

payments under all agreements are as follows:
	$
2021	107,228
	107,228

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

9. Promissory notes

During the year ended January 31, 2021, the Company issued $179,884 of promissory notes (the “Promissory Notes”) in four tranches to the European High Growth Opportunities Securitization Fund (the “Fund”), as follows:

Funding Date	Maturity Date	Facility		Amount
June 24, 2020	August 22, 2020	Promissory Note		50,000
October 28, 2020	December 31, 2020	Promissory Note		60,000
December 24, 2020	February 28, 2021	Promissory Note		40,000
January 26, 2021	February 28, 2021	Promissory Note		29,884
		Accrued interest on PromissoryNotes		1,927
Balance at January 31, 2021			$	181,811

The Promissory Notes bear interest at 4% per annum and are unsecured.

10. Canada Emergency Business Account loan

During the year ended January 31, 2021, the Company received a $40,000 Canada Emergency Business Account loan (“CEBA Loan”) from the Government of Canada via its commercial bank.

The CEBA Loan is interest free until December 31, 2022 and matures on December 31, 2025. If $30,000 of the CEBA Loan is repaid by December 31, 2022, the remaining $10,000 will be forgiven. If the CEBA Loan is not repaid by December 31, 2022, interest at 5% will be charged per annum commencing on January 1, 2023 until maturity on December 31, 2025. The CEBA Loan is unsecured. Given that it is interest free, it has been present valued and presented net of the gain realized on its initial recognition.

Funding Date	Maturity Date	Facility		Amount
April 20, 2020	December 31, 2025	CEBA Loan	$	40,000
April 20,2020		Gain on initial recognition of CEBA Loan		(4,229)
Balance at January 31, 2021			$	35,771

11. Convertible debt

On June 11, 2019, the Company entered into an unsecured convertible debenture agreement (the “Convertible Debenture Agreement”) by way of a subscription agreement for aggregate loan proceeds of up to $5,100,000. On June 14, 2019, the Company closed the first tranche of the Convertible Debenture Agreement and received a total of $850,000 (the “Convertible Debenture”). The Convertible Debenture is convertible into Common Shares at a conversion price equal to the lower of: (i) one hundred percent (100%) of the lowest daily volume-weighted average price of the Common Shares on the Canadian Securities Exchange (the “VWAP”) over the period of fifteen (15) trading days immediately preceding the date of the relevant Conversion Notice (or, where no Conversion Notice is given, the Maturity Date, as may be accelerated), or (ii) one hundred twenty percent (120%) of the lowest daily VWAP observed over the five (5) trading days immediately preceding the date of issuance of the debentures, having regard for any adjustments made in accordance with the terms of the debentures provided that under no circumstances shall the conversion price be less than the minimum price permitted under applicable law or the rules of any exchange on which the Common Shares of the Company are listed for trading. The Convertible Debenture is non-interest bearing and due on June 14, 2020. The Convertible Debenture also includes a make whole obligation to the lenders, payable either in shares or cash at the Company’s discretion, if the lenders convert the debt when the share price falls below the conversion price. Pursuant to the terms of the Convertible Debenture Agreement, the Company issued 12,750,000 commitment warrants (“Commitment Warrants”) with an exercise price of $0.08 per share which expire on June 14, 2022 and 2,125,000 facility warrants with an exercise price of $0.08 which expire on June 14, 2024 (the “Facility Warrants”).

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

11. Convertible debt (continued)

Convertible debt issued with warrants are evaluated whether any embedded derivatives need to be separated from the host instrument. In accordance with IAS 32.31 for compound financial instruments, because equity instruments are defined as contracts evidencing a residual interest in the assets of an entity after deducting all of its liabilities, the warrants are assigned the residual amount of the consideration after deducting the fair value of the liability components and are subsequently carried at historical cost. The liability components represent the host debt, the embedded conversion feature and the embedded make whole provision.

The Company calculated the fair value of the liability components to be $850,000 and therefore, a $nil value was assigned to the warrants. The embedded derivative conversion feature liability was separated from its host contract on the basis of its stated terms and initially measured at fair value using the Black-Scholes model. The embedded make whole provision derivative liability was separated from its host contract on the basis of its stated terms and initially measured at fair value using the Monte-Carlo model. with the host debt contract being the residual amount after separation of both conversion feature liability and the make whole provision derivative liability.

The Company calculated the fair value of $506,766 for the embedded derivative conversion option liability using the Black-Scholes pricing model with the following assumptions: a share price of $0.08, an exercise price of $0.08, a volatility of 165.56%, an expected life of 1 year, a dividend yield of 0.0%, and a risk -free interest rate of 1.64%. The Company calculated the fair value of $285,617 for the embedded make whole provision derivative liability using the Monte Carlo pricing model with the following assumptions: a share price of $0.08, a volatility of 85.56%, an expected life of 1 year, a dividend yield of 0.0%, and a risk -free interest rate of 1.64%. The residual amount of $57,616 was allocated to the host debt instrument and is being accreted to the face value of $850,000 until maturity.

The Company paid commitment, legal and advisory cash fees of $320,901 pursuant to the Convertible Debenture (the “Cash Fees”). The Company also issued 2,000,000 shares to Parklane Capital Limited related to Finder’s fees for the convertible debt offering. These shares were valued based on the market price on the issuance date of $0.10 per share. Total costs related to the convertible debt financing amounted to $520,901 of which $467,723 was expensed immediately and $53,177 was recorded as on offset to the host debt instrument.

On August 8, 2019, August 23, 2019, August 30, 2019, September 11, 2019, September 16, 2019 and September 26, 2019 the entire first tranche of the Convertible Debenture was converted into 2,000,000, 2,000,000, 2,000,000, 2,000,000, 1,250,000 and 1,375,000 common shares respectively, totalling 10,625,000 commons shares. Upon conversion, the Company recognized a gain on revaluation of conversion feature liability of $413,644 and accretion of $62,754 up until the dates of conversion. Upon conversion, the Company reclassified $159,491 from liabilities to share capital.

Pursuant to the Convertible Debenture Agreement, executed June 11, 2019, Braingrid had a cumulative make whole obligation to the lenders of $771,350, payable either in shares or cash at the Company’s discretion, if cash the obligation would be netted against future debenture issuances (the “Make Whole Amount”). During the year ended January 31, 2020, the Company recorded a loss on revaluation of make whole liability of $485,733.

On April 9, 2020, the Company and entered into a shares for debt settlement agreement (the “Agreement”), pursuant to which 783,000 shares were issued in full settlement of $783,000 of indebtedness owed by the Company including the Make Whole Amount. In accordance with IFRIC 19, the Company measured the shares at the market price on the date of issuance and recorded the difference between the carrying amount of the debt settlement and the fair value of the shares, amounting to $391,850, as gain on extinguishment of debt in the statements of loss and comprehensive loss.

12. Share capital

Authorized share capital:

Unlimited number of common shares, no par value, one vote per common share.

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

12. Share capital (continued)

Issued share capital

At January 31, 2021, there were 1,388,417 issued and fully paid common shares (2020 - 605,422). Out of these, 66,696 common shares were held in escrow, pursuant to the NP46-201 Escrow Agreement dated December 19, 2018 (January 31, 2020 - 133,391).

Issuance of share capital

On October 11, October 22, October 26, 2018 and December 10, 2018 the Company completed a non-brokered private placement of an aggregate of 18,644 units (the "Fall Offering") at a price of $80.00 per unit (a “Fall Unit”) for gross proceeds of $1,491,520. Each Fall Unit is comprised of one Share and one Share purchase warrant (a "Fall Warrant") with each Fall Warrant exercisable at a price of $100.00 into one share for a period of 24 months from the closing of the Fall Offering. Each Fall Unit also includes a liquidity incentive which requires the Company to pay the holders of the units a penalty equal to 1% per month (pro-rated for partial months), subject to a maximum liquidity incentive payment equal, in the aggregate, to 12% of the aggregate purchase price paid for the Units paid by the unit holder.

The Company calculated the fair value of the liquidity incentive to be $2,771 and therefore, the Company allocated a value of $1,101,674 to the common shares and $387,075 to warrant reserve using a relative fair value basis.

The Company calculated the fair value of warrants using the Black-Scholes pricing model with the following assumptions: a share price of CAD $59.20, an exercise price of CAD $100.00, a volatility of 75%, an expected life of 2.83 years, a dividend yield of 0.0%, and a risk-free interest rate of 2.29%.

As part of the Fall Offering, the Company incurred cash costs of $35,400 which were allocated as $9,204 to warrants and $26,196 to common shares. The Company also issued 1,196 common shares and 546 broker warrants as unit issuance costs. The 1,196 common shares issued were valued at $70,818 and the broker warrants were valued at $9,105 using the Black-Scholes pricing model with the following assumptions: a share price of CAD $59.20, an exercise price of CAD $100.00, a volatility of 79%, an expected life of 2 years, a dividend yield of 0.0%, and a risk -free interest rate of 0.91%.

As part of the Fall Offering, $650,000 of the $1,491,520 of gross proceeds was paid for through the issuance of 10,000 common shares of MGX Minerals Inc. (the "MGX Shares"). The MGX Shares received by Braingrid were subject to a four-month hold. Braingrid’s intention regarding the MGX Shares subsequent to the expiration of the four-month hold was to dispose of them in the market on an if and when needed basis. The Company did not receive the MGX shares as part of the Fall Offering, in April 2019 the other party returned the Company’s units consisting of 8,125 common shares and 8,125 warrants (16,250 common shares and 16,250 warrants after giving effect to the Transaction). The value of the MGX Shares provided for in the Company’s year-end audited financial statements and the common shares and warrants sold to MGX in consideration for the MGX Shares were cancelled upon their return to Braingrid during the year ended January 31, 2020.

On May 17, 2019, the Company issued $100,000 of secured convertible debentures (the “Secured Debentures”). The Convertible Debentures were fully converted into 11,444 shares and 11,444 warrants of the Company on June 14, 2019. The Secured Debentures bore interest at a rate of 18% per annum, matured on August 16, 2019 and were secured by a general security agreement. The principal amount of the debenture, fees and interest thereon were convertible into units of the Company at a conversion price of $0.09 per unit. Each unit consisted of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one common share of the Company at an exercise price of $9.00 per share at any time on or before the second anniversary of the issuance of the warrants. In connection with the completion of the financing, the Company issued 2,500 common share purchase warrants to the lender, each exercisable at any time on or before May 17, 2024 into one common share of the Company at an exercise price of $9.00 per share.

On August 8, 2019, August 23, 2019, August 30, 2019, September 11, 2019, September 16, 2019 and September 26, 219 the entire first tranche of the Convertible Debenture was converted into 20,000, 20,000, 20,000, 20,000, 12,500 and 13,750 common shares respectively, totalling 106,250 common shares.

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

12. Share capital (continued)

Issuance of shares for services

During the year ended January 31, 2020, the Company issued 22,400 shares for services; 20,000 at a price of $10.00 per share, 1,000 shares at $7.50 per share and 1,400 at $4.50 per share. The Company valued the services using the closing price on the date of issuance.

13. Loss per share

. Loss per share
		For the year		For the year
		ended		ended
	January 31, 2021		January 31,2020
Numerator
Net loss for the period	$	(237,150)	$	(2,321,007)
Denominator
Weighted average shares - basic		1,174,111		530,923
Stockoptions		-		-
Denominator fordilutedloss pershare		1,174,111		530,923
Lossper share - basic and diluted	$	(0.20)	$	(4.37)

For the abovementioned periods, the Company had securities outstanding which could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would have been antidilutive. Common shares escrowed pursuant to the NP46-201 Escrow Agreement dated December 19, 2018 are excluded from the number of outstanding common shares.

14. Share-based payments

a) Stock options outstanding

During the year ended January 31, 2021, the Company issued no stock options, no options were terminated, and no options were exercised. During the year ending January 31, 2020, 16,450 options were terminated, and 70 options were exercised. During the year ending January 31, 2021, the Company received proceeds of $nil due to the exercise of stock options (2020 - $35).

The continuity of the issuance of stock options is as follows:

	Number of Options Weighted Avg Exercise Price
Balance at January 31, 2019	50,079 $9.33
Options issued Options terminated Options exercised	- -
	(16,450) (13.50) (70) 0.50
Balance January 31, 2020 and January 31, 2021	33,559 $9.96

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

14. Share-based payments (continued)

a) Stock options outstanding (continued)

As at January 31, 2021, details of the issued and outstanding stock options are as follows:

	Weighted Average
	Remaining		Number of Options	Number of
	Contractual	Number of Options	Vested as at	Options
Expiry Date	Life (years)	Outstanding	January 31, 2021	Unvested
March 31, 2025	4.16	3,000	3,000	-
February 15, 2026	5.04	7,233	7,233	-
April 26, 2026	5.23	2,500	2,500	-
January 31, 2027	6.00	300	300	-
August 1, 2026	5.50	2,000	2,000	-
August 1, 2026	5.50	2,700	2,700	-
September 18, 2027	6.63	500	500	-
November 22, 2027	6.81	3,800	3,800	-
January 31, 2028	7.00	7,547	7,547	-
January 31, 2028	7.00	1,600	1,600	-
February 28, 2028	7.07	629	629	-
April 1, 2028	7.16	1,500	1,500	-
December 27,2028	7.90	250	250	-
	5.96	33,559	33,559	-

Volatility is determined based on volatilities of comparable companies when the Company does not have sufficient trading history. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on an average of the term of the options.

The risk-free rate assumed in valuing the options is based on the Canadian treasury yield curve in effect at the time of grant for the expected term of the option. The expected dividend yield percentage at the date of grant is Nil as the Company is not expected to pay dividends in the foreseeable future.

b) Restricted share units outstanding

During the year ended January 31, 2021, the Company granted no Restricted Share Units (“RSUs”) pursuant to its Restricted Share Unit Plan and no RSUs were forfeited. During the year ended January 31, 2020, the Company granted 17,450 Restricted Share Units (“RSUs”) pursuant to its Restricted Share Unit Plan, of which, 12,950 were cancelled prior to January 31, 2020. The remaining employee RSUs were granted on February 1, 2019 and vest over three years, 20% on the first anniversary, 30% on the second anniversary and 50% on the third anniversary of the Grant Date and the remaining RSUs granted to directors of the Company were granted on July 24, 2019 and vested on January 31, 2020. The fair value for RSUs is determined using the Company’s share price at the respective grant date.

	RSUs
Balance January 31, 2019	-
Granted	17,450
Vested	-
Forfeited	(12,950)
Balance at January 31, 2020 and January 31, 2021	4,500

During the year ended January 31, 2021, $30,400 of RSU share-based payments and $nil of RSU share-based payment terminations were recognized (2020 - $39,483 and $23,133, respectively).

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

15. Warrants

The continuity of the issuance of warrants is as follows:

The continuity of the issuance of warrants is as follows:
	Number of	Weighted Avg
	Warrants	Exercise Price (CDN$)
Balance at January 31, 2019	128,577	$35.60
Warrants issued	162,361	8.00
Warrants cancelled	(19,766)	44.70
Balance January 31, 2020 and January 31, 2021	271,172	$18.50
Warrants expired	(98,812)	40.72
Balance January 31, 2021	172,361	$9.07

As at January 31, 2021, details of the issued and outstanding warrants are as follows:

			Weighted
			Average
			Remaining	Number of
		Exercise	Contractual Life	Warrants
Issuance Date	Expiry Date	Price	(years)	Outstanding
March 31, 2015	March 31, 2025	$25.00	4.162	10,000
May 17, 2019	May 17, 2021	$9.00	0.290	11,111
May 24, 2019	May 17, 2024	$9.00	3.291	2,500
June 14, 2019	June 14, 2022	$8.00	1.366	127,500
June 14, 2019	June 14, 2024	$8.00	3.368	21,250
Balance January 31, 2021				172,361

16. Income taxes

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2020 - 26.5%) to the effective tax rate is as follows:

	2021	2020
Statutory income tax rate	26.50%	26.50%
	$	$
Net Income (Loss) before recovery of income taxes	(237,150)	(2,321,007)
Expected income tax (recovery) expenses	(62,845)	(615,244)
Share based compensation and non-deductible expenses	8,223	56,273
Share issuance costs and others booked to equity		(14,092)
Changeintaxbenefitsnotrecognized	54,622	573,063
Income tax(recovery) expense	-	-

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

16. Income taxes (continued)

Unrecognized deferred tax assets

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	2021	2020
	$	$
Property, plant and equipment	$125,894	$125,894
Capital lease obligation	87,233	34,532
Provision for liquidity incentive	196,227	196,227
Share issuance costs - 20(1)(e )	701,295	957,302
Schedule 13 reserves	17,333	-
CEBA Loan - s12(1)(x) Income Inclusion	5,771	-
Non-capital losses carried forward	5,237,517	4,851,197
ORDTC - schedule 506	19,767	19,767
SRED Pool	218,994	218,994
Balance at the end of theyear	$6,610,031	$6,403,913

The Canadian non-capital loss carry forwards expire as noted in the table below. Share issuance and financing costs will be fully amortized in 2025. The remaining deductible temporary differences may be carried forward indefinitely. 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 group can utilize the benefits therefrom.

The Company's Canadian non-capital income tax losses expire as follows:

2036 2037 2038 2039 2040 2041	2021
	$ 79,849 182,648 231,078 2,163,018 1,802,754 778,170
	5,237,517

17. Capital risk management

The Company includes equity, which is comprised of share capital, reserves and deficit, in the definition of capital. The Company's objective when managing its capital is to safeguard the ability to continue as a going concern in order to provide returns for its shareholders, and other stakeholders and to maintain a strong capital base to support the Company's core activities. The Company has no externally imposed capital requirements. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

18. Financial instruments and risk management

Risk management

In the normal course of its business, the Company is exposed to a number of financial risks that can affect its operating performance. These risks, and the actions taken to manage them, are as noted below.

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

18. Financial instruments and risk management (continued)

Market risk

Market risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company’s cash include cash held in bank accounts that earn interest at variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values.

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not hold any significant interest-bearing assets or liabilities.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations as they fall due. The Company’s strategy is to satisfy its liquidity needs using cash on hand, and cash flow provided by financing activities. As at January 31, 2021, the Company had current assets of $132,740 (2020 - $111,443) to cover current liabilities of $1,200,467 (2020 - $1,414,845). The Company's accounts payable and accrued liabilities are due within one year from the date of the statement of financial position.

Fair value

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. As at January 31, 2021, the fair value of the Company’s cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities is $24,484, $78,330 and $ $692,423 respectively.

Credit risk

as follows:
		January 31,		January 31,
		2021		2020
Trade receivables aging:
0-30 days	$	9,718	$	12,196
31-90 days		9,289		9,537
Greaterthan90 days		14,712		11,209
		33,719		32,942
Expected creditloss provision		-		-
Net trade receivables	$	33,719	$	32,942

The expected credit loss was $nil at January 31, 2021 (2020 - $nil). During the year ended January 31, 2021, the Company recorded $4,232 of bad debt expense (2020 - $19,200). The Company manages its credit risk relating to its trade receivables through credit approval and monitoring procedures, including senior management prior approval of all contracts. Such approvals are based on trade information, payment history, credit rating and financial analysis, where possible.

All of the Company’s cash and cash equivalents are held with a major Canadian financial institution and thus the exposure to credit risk is considered insignificant. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables.

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

19. Related party transactions and key management compensation

Related parties include the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

During the year ended January 31, 2021 and the year ended January 31, 2020, the Company incurred the following related party transactions:

On February 1, 2019, the Company issued 3,000 RSUs to Doug Harris (“Harris”), the President of HCC, that vest over three years, 20% on the first anniversary, 30% on the second anniversary and 50% on the third anniversary of the Grant Date. On July 24, 2019, the Company issued a non-interest bearing, forgivable loan (“retention loan”) of $11,000 to Harris. In the event Harris remains an employee of the Company or is terminated for any reason other than cause prior to January 1, 2020, the Company will forgive all amounts under the loan. In the event Harris resigns from the Company or is terminated with cause prior to January 1, 2020, the loan is repayable immediately upon such resignation or termination. The retention loan was forgiven in January 2020. On July 24, 2019, the Company also issued 1,000 shares at a price of $5.00 per share to Harris.

On April 9, 2020, the Company and European High Growth Opportunities Securitization Fund entered into a shares for debt settlement agreement, pursuant to which Fund agreed to accept 783,000 common shares of the Company (the “Shares”)in full settlement of $783,000 of indebtedness owing to Fund by the Company (the “Debt Settlement”) as described in Note 11.

Upon closing the Debt Settlement, Fund beneficially owned and controlled an aggregate of 889,250 Shares and 14,875,000 Warrants, representing, on a partially diluted basis, approximately 64.05% of the outstanding Shares.

On June 24, 2020, the Fund advanced a promissory note to Braingrid in the principal amount of $50,000, which together with interest in the amount 4% is due on August 22, 2020.

On July 1, 2020, Braingrid entered into a consulting agreement with Fountain Advisors Corp. (“FAC”) to provide office space and interim Chief Executive Officer services (“CEO Services”) to the Company. The Company agreed to pay FAC $5,000 pursuant to the rental of office space at FAC’s facilities and compensation for CEO Services was set at $5,000 per month, payable monthly, for an indeterminate term, subject to termination on ninety days prior notice by either party commencing September 1, 2021.

On September 1, 2020 , the Company entered into a consulting agreement with Harris Capital Corporation (“HCC”) to provide part-time Chief Financial Officer services. Compensation is set at $3,500 per month, for an indeterminate term, subject to termination on ninety days prior notice by either party and a payment of 12 months of monthly consulting fees in the event of a change in control. On January 1, 2021, the monthly fee payable to HCC for part-time CFO services was increased to $4,583 per month.

On October 28, 2020, the Fund advanced a promissory note to Braingrid in the principal amount of $60,000, which together with interest in the amount 4% is due on December 31, 2020.

On December 24, 2020, the Fund advanced a promissory note to Braingrid in the principal amount of $40,000, which together with interest in the amount 4% is due on February 28, 2021.

On January 26, 2021, the Fund advanced a promissory note to Braingrid in the principal amount of $29,884, which together with interest in the amount 4% is due on February 28, 2021.

Braingrid Limited Notes to the Consolidated Financial Statements For the years ended January 31, 2021 and January 31, 2020 (in Canadian dollars)

19. Related party transactions and key management compensation (continued)

Key management personnel are comprised of the Company’s directors and executive officers. In addition to their salaries, key management personnel also receive share-based compensation. Key management personnel compensation is as follows:

compensation is as follows:
	For the twelve-months ended January 31, 2021 For the twelve-months ended January31, 2020
Salaries and benefits, including bonuses Share-based compensation	81,416 341,613 30,400 25,600
Total	111,816 $ 367,213 $

20. Subsequent events

On March 5, 2021, the Fund advanced a promissory note to Braingrid in the principal amount of $18,336, which together with interest in the amount 4% is due on April 30, 2021.

On April 9, 2021, the Fund advanced a promissory note to Braingrid in the principal amount of $55,627, which together with interest in the amount 4% is due on May 31, 2021.

On April 15, 2021, the due dates of the promissory notes advanced to the Company by the Fund during Fiscal 2021 and on March 5, 2021 were extended to May 31, 2021.

On May 19, 2021, the Company’s shareholders approved the Proposed COB described in Note 1 and the sale of the precision agriculture business.

Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

Introduction

This management's discussion and analysis ("MD&A"), which is current to May 31, 2021, is management's assessment of the operations and the financial results of Braingrid Limited ("Braingrid", "BGRD" or the "Company"). This MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and related notes for the year ended January 31, 2021, prepared in accordance with International Financial Reporting Standards ("IFRS"). All figures are in Canadian dollars unless stated otherwise.

This discussion contains forward-looking statements that are historical in nature and involves risks and uncertainties. Forward-looking statements are not a guarantee as to Braingrid's future results as there are inherent difficulties in predicting future results. This MD&A includes, but is not limited to, forward looking statements. Management considers the assumptions on which these forward-looking statements are based to be reasonable at the time the statements were prepared. Accordingly, actual results could differ materially from those expressed or implied in the forward-looking statements.

Caution Note Regarding Forward-Looking Statements

Certain statements contained in this MD&A and in certain documents incorporated by reference in this MD&A, contain “forward-looking information” for the purposes of applicable Canadian securities laws (the “forwardlooking statements”). All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements, including those risk factors identified below in the section “Risk Factors. The forward-looking statements in this MD&A speak only as of the date of this MD&A unless an alternative date is specified in such statement. Certain forward-looking statements contained in this MD&A relate to the Company’s ability to continue its business activities and to execute on its business plan as currently anticipated. These forward look-statements as well as the other forward-looking statements contained herein, are based upon certain material assumptions, including the Company’s expectation that its costs will remain consistent with the costs currently anticipated and that financing through equity raises, debt financing or a combination thereof will continue to be available to the Company and on terms anticipated and reasonably acceptable to the Company. The risk factors identified in the “Risk Factors” section below may cause such assumptions and/or the forward-looking statements to be untrue.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please see the “Risk Factors” section included in this MD&A. Readers are cautioned that actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Page 1

Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

Description of Business

Braingrid is an agricultural technology and services company that provides monitoring and cultivation analytics using its affordable, versatile, and easy-to-install sensor platform, capturing critical real-time data that is used to provide alerts, information and analytical reports to farmers, particularly licensed cannabis producers, to increase revenues, decrease costs (including energy) and reduce risks.

Operations

Braingrid has commercialized the “Sentroller” which in the case of cannabis, is installed in licensed cannabis facilities throughout North America. These Sentrollers connect to sensors, which measure environmental conditions such as temperature, humidity and CO2. This data is then communicated wirelessly within the facility to the Synapse, a gateway developed and sold by Braingrid, which in turn sends the data via cellular modem to Braingrid’s internet-based servers. This data can then be accessed by customers via online dashboards and reports. In addition, the platform can send email alarms to the customer when out of bounds conditions are detected. The Sentroller is an extremely versatile device capable of interfacing with a wide variety of third-party sensors.

Since the commercial launch of the Sentroller in 2015, the Company has deployed over 200 Sentrollers at over twelve installations. The Company currently focuses its operations on maintaining its precision agriculture for cannabis producers and preparing for the transition pursuant to the proposed change of business discussed below.

Key Developments for the Year Ended January 31, 2021

Shares for Debt Settlement

On April 9, 2020, the Company and the European High Growth Opportunities Securitization Fund (the “Fund”) entered into a shares for debt settlement agreement (the “Agreement”), pursuant to which Fund has agreed to accept 783,000 common shares of the Company (“Shares”) on a post-Consolidation basis, in full settlement of $783,000 of indebtedness owing to Fund by the Company (the “Debt Settlement”).

Upon closing the Debt Settlement, Fund beneficially owned and controlled an aggregate of 889,250 Shares and 148,750 Warrants, representing, on a partially diluted basis, approximately 64.05% of the outstanding Shares.

Staff Changes and Changes to the Board of Directors

On July 31, 2020, the Company announced that Michael Kadonoff had left the Company as President, Chief Executive Officer, and director.

In connection with the Debt Settlement, Andrew Parks and Ron McKenna were appointed to the Company’s board of directors to fill the vacancies left by the earlier departures of David Posner and Sanford Liu.

On April 16, 2020, Damian Lopez was appointed as an independent member of the Company's Board of Directors. Concurrent with the appointment of Mr. Lopez, Eric Klein and David Argudo resigned as Directors of the Company.

On August 28, 2020, Braingrid announced that Andrew Parks was appointed Interim Chief Executive Officer.

Page 2

Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

Share Consolidation

On November 13, 2020, the Company announced that it had completed a previously announced consolidation of its Shares on the basis of 100 pre-Consolidation Shares for one (1) post-Consolidation Share. The Consolidation reduced the number of outstanding Shares from 138,841,920 to 1,388,417.

On November 26, 2020, the Company announced that Gregory Pepin was appointed to the Company’s Board of Directors. Concurrent with the above appointment, Damian Lopez resigned as a member of the Company’s Board of Directors.

Proposed Changed of Business

On November 26, 2020, Braingrid’s shares were halted pending the announcement of the proposed change of business announced on November 30, 2020 and will remain halted pending review by the CSE.

On November 30, 2020, the Company announced that it will be pursuing a change of business to an investment company (the “Proposed COB”) under the rules of the Canadian Securities Exchange (the “CSE”) from a “technology issuer” to an “investment issuer”. For additional information on the Proposed COB please refer to the Company’s press release dated November 30, 2020.

Promissory Notes

On June 24, 2020, the Fund advanced a promissory note to Braingrid in the principal amount of $50,000, which together with interest in the amount of 4% is due on August 22, 2020.

On October 28, 2020, the Fund advanced a promissory note to Braingrid in the principal amount of $60,000, which together with interest in the amount of 4% is due on December 31, 2020.

On December 24, 2020, the Fund advanced a promissory note to Braingrid in the principal amount of $40,000, which together with interest in the amount of 4% is due on February 28, 2021.

On January 26, 2021, the Fund advanced a promissory note to Braingrid in the principal amount of $29,884, which together with interest in the amount of 4% is due on February 28, 2021.

Delay in Filing Financial Statements and Cease-Trade Order

On May 29, 2020, the Company announced that due to the circumstances created by and relating to the COVID19 pandemic the Company would not be able to file its audited financial statements and management discussion and analysis for the fiscal year ended January 31, 2020 together with officers’ certificates relating thereto (collectively, the “Annual Filings”) by its usual deadline of June 1, 2020 and was relying on the extended deadline of July 14, 2020 (the “Extended Deadline”) allowed by the Ontario Securities Commission (the “OSC”) and other members of the Canadian Securities Administrators for “Issuers” in the Canadian securities industry to complete annual and quarterly statutory filings. The Company was not able to meet the extended deadline for its Annual Filings and on July 22, 2020, the OSC issued a “Cease-Trade Order” prohibiting any trading in the Company’s securities, whether direct or indirect, by anyone in Ontario or in any other province or territory of Canada. On July 23, 2020 in keeping with the Cease-Trade Order, the Canadian Securities Exchange (“CSE”) suspended the Company from trading pursuant to CSE Policy 3. The suspension is considered a Regulatory Halt as defined in National Instrument 23-101 Trading Rules. On August 27, 2020, the Company filed its Annual Filings and, on September 9, 2020 filed its financial statements and management discussion and analysis for the first quarter ended April 30, 2020. The Company’s securities were reinstated for trading on October 27, 2020.

Subsequent Events

On March 5, 2021, the Fund advanced a promissory note to Braingrid in the principal amount of $18,336, which together with interest in the amount of 4% is due on April 30, 2021.

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Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

On April 9, 2021, the Fund advanced a promissory note to Braingrid in the principal amount of $55,627, which together with interest in the amount of 4% is due on May 31, 2021.

On April 15, 2021, the due dates of the promissory notes advanced to the Company by the Fund during Fiscal 2021 and on March 5, 2021 were extended to May 31, 2021.

On May 19, 2021, the Company’s shareholders approved the Proposed Change of business and the sale of the precision agriculture business.

Selected Quarterly Information


	Q4’21	Q3’21	Q2’21	Q1’21	Q4’20	Q3’20	Q2’20	Q1’20

Revenue	$22,125	$25,225	$30,416	$36,505	$61,155	$40,935	$42,213	$33,320
Net loss	15,230	(96,911)	(99,829)	(55,639)	(731,770)	(903,614)	(102,771)	(581,934)
Net loss per share – basic and diluted(1)	0.01	(0.07)	(0.07)	(0.07)	(1.21)	(1.59)	(0.22)	(1.23)

(1) On November 13, 2020, the Company consolidated its issued and outstanding common shares on a 100 for 1 basis which resulted in 1,388,419 shares ‐ outstanding post consolidation. All references to common shares, stock options, warrants and loss per share in these financial statements have been adjusted to reflect this change.

Summary of Expenses for the Years Ended January 31, 2021 and January 31, 2020

		January 31,		January 31,
		2021		2020
Expenses
Occupancy costs		146,562		115,814
Professional fees		356,082		144,789
Office & general		88,740		106,967
Consulting expenses		64,083		427,707
Salaries & wages		17,333		648,803
Interest expense		8,148		2,081
Computer & internet		6,548		3,485
Bad debt expense		4,232		19,200
Stock based compensation		30,400		52,582
Gain on initial recognition of CEBA Loan		(4,229)		-
Gain on extinguishment of debt		(391,850)		-
Depreciation		-		22,590
Travel		-		9,915
Meals & entertainment		-		2,971
Research & development		-		4,863
Loss on revaluation of derivative liability		-		485,733
Gain on revaluation of conversion feature liability		-		(415,172)
Financing expenses		-		467,724
Accretion expense		-		62,754
Write down of inventory		-		169,177
Write down of PP&E		-		66,098
Write down of intangible assets		-		35,325
Total expenses	$	326,049	$	2,433,406

Page 4

Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

Discussion of Operations

Year ended January 31, 2021 compared to the year ended January 31, 2020

The Company’s net loss totaled $237,150 for the year ended January 31, 2021, with basic and diluted loss per share of $0.20 This compares with a net loss of 2,321,007 with basic and diluted loss per share of $4.37 for the year ended January 31, 2020. The decrease in net loss of $2,083,857 was principally because:

Revenue decreased by $39,030 to $114,271 during the year ended January 31, 2021, compared to revenue of $153,301 for the year ended January 31, 2020, mainly due to the recognition during the year ended January 31, 2020 of $100,000 of deferred revenue from a legacy contract unrelated to the Company’s precision agriculture vertical and the roll out of the Company’s solution to the cannabis sector offset by an increase from other revenue.
Professional fees expense increased by $211,293 in the year ended January 31, 2021 to $356,082 compared to $144,789 of professional fees expense in the year ended January 31, 2020, reflecting higher legal related to the proposed change of business.
Consulting expense were $64,083, a decrease of $363,624 for the year ended January 31, 2021 compared to the year ended January 31, 2020. The decrease in consulting expenses is mainly due to the reduction of operations that were initiated in the latter part of fiscal 2020 and fully realized throughout fiscal 2021.
Salaries & wages expense decreased $631,470 for the year ended January 31, 2021 compared to the year ended January 31, 2020. The decrease in payroll expense is mainly due to the layoffs that occurred at the end of the first quarter of fiscal 2020 and the end of the third quarter of fiscal 2020.
The Company realized a gain of $391,850 on the settlement of existing debt in the year ended January 31, 2021 (2020 - $nil), pursuant to an Agreement through which the Fund agreed to accept 783,000 Shares on a post-Consolidation basis, at a deemed issued price of $0.50 per Share, in full settlement of $783,000 of indebtedness owing to Fund by the Company.
Loss on revaluation of the make whole liability decreased to $nil in Fiscal 2021 compared to $485,733 for the year ended January 31, 2020 due to the recognition of the make whole liability at the closing of the Debenture financing in Fiscal 2020.
Financing expenses decreased to $nil in Fiscal 2021 compared to $467,724 for the year ended January 31, 2020 due to the financing expenses incurred at the closing of the Debenture financing in Fiscal 2020.
Gain on revaluation of conversion feature liability decreased to $nil from $415,172 for the year ended January 31, 2020 due to the recognition of the conversion feature liability recognized at the closing of the Debenture financing during Fiscal 2020.
In Fiscal 2021 the Company wrote-off $nil Inventory and PP&E compared to a write-off of $169,117 of inventory and $69,098 of PP&E in Fiscal 2020.

Cash Flow

As at January 31, 2021, the Company had cash and cash equivalents of $24,484 compared to $17,574 as at January 31, 2020. The increase in cash and cash equivalents of $6,910 from January 31, 2020 was mainly due to the cash invested in operations, reflected in the operating loss discussed above, offset by the net proceeds of $193,463 from the Promissory notes and $40,000 from the Canada Emergency Business Account loan (the “CEBA Loan”).

Liquidity & Capital Resources

As at January 31, 2021, the Company had working capital deficit of $1,067,727 compared to a working capital deficit of $1,303,401 as at January 31, 2020. Working capital includes current assets less current liabilities on the Company's statement of financial position. Cash flows used in operations for the year ended January 31, 2021, were $226,553 (2019 - $1,128,593). Cash flows from operations fluctuate based on the timing of customer payments and other annual payments. The Company used $nil in investing activities in connection with property and equipment acquired or disposed of and investments in intangible assets during the year

Page 5

Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

ended January 31, 2021 (2019 - $nil). During the year ended January 31, 2021 the Company’s net cash provided by financing activities was $233,462 mainly due to the Promissory notes and the CEBA Loan, compared to $571,097 from financing activities for the year ended January 31, 2020 relating primarily to the issuance of debentures.

The Company’s total assets as at January 31, 2021 were $151,505 (January 31, 2020 - $175,244) against total liabilities of $1,236,238 (January 31, 2020 - $1,444,376). The decrease in total assets of $23,739 resulted primarily from the amortization of right of use assets. As at January 31, 2021 the Company did not have sufficient cash and accounts receivable to pay its existing accounts payable and accrued liabilities of $692,423.

The Company has incurred cash losses to date and there can be no assurance that the Company will gain adequate market acceptance for its products or be able to generate sufficient positive cash flow to achieve its business plans. The Company’s objectives when managing its liquidity and capital structure are to generate sufficient cash to fund the Company’s operating, acquisition and organic growth requirements.

See “Risk Factors” below and “Caution Note Regarding Forward-Looking Statements” above.

Disclosure of Outstanding Share Data

As at January 31, 2021 the Company had outstanding 1,388,417 Shares (unlimited authorized), 33,559 options outstanding, of which all have vested, 172,361 warrants to acquire Shares outstanding and 4,500 restricted share units.

Changes in Accounting Policies including Initial Adoption

The Company adopted the following accounting standards which came into effect commencing February 1, 2019:

Effective February 1, 2019 (hereafter referred to as the “date of initial application”), the Company adopted IFRS 16 Leases as issued by the IASB in January 2016. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both the lessee and lessor. The standard supersedes the requirements in IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC 15 Operating Leases – Incentives, and SIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

The Company adopted IFRS 16 using the modified retrospective approach and accordingly the information presented for 2019 has not been restated. It remains as previously reported under IAS 17 and related interpretations. On initial application, the Company has elected to record right-of-use assets based on the corresponding lease liability, adjusted by the amount of any prepaid or accrued lease payments. Right-of-use assets and lease obligations of $108,836 were recorded as of February 1, 2019, with no net impact on deficit. When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate of 16% at February 1, 2019. The Company has elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application as short-term leases. The Company has elected to apply the practical expedient to grandfather the assessment of which transactions are leases on the date of initial application, as previously assessed under IAS 17 and IFRIC 4. The Company applied the definition of a lease under IFRS 16 to contracts entered into or changed on or after February 1, 2019.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of Braingrid.

Page 6

Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

Proposed Transactions

There were no proposed transactions as of the date of this MD&A.

Transactions with Related Parties

For details with respect to the Company’s transactions with related parties please refer to note 19 of the unaudited financial statements for the year ended January 31, 2021.

Risk Factors

An investment in the securities of the Company is highly speculative and involves numerous and significant risks. In addition to the risks identified therein, additional risks not presently known to the Company may arise from to time and may cause a material adverse effect on the Company and any investment in the Company. Investors are cautioned not to rely upon any forward-looking statements in this MD&A as such statements are subject to known and unknown risks.

Demand

The ultimate profitability of any product depends upon its audience appeal in relation to the cost of its production and distribution. The audience appeal of a given product depends, among other things, on unpredictable critical reviews and changing public tastes and such appeal cannot be anticipated with certainty. If certain segments of the potential customer base do not like, are not willing to pay for, or otherwise disapprove of its products, Braingrid's business may fail.

The market for Braingrid's products is limited in scope and there is no assurance that the products will generate market acceptance and result in sales. Braingrid has developed the products with limited market research and there is no assurance that Braingrid will be able to respond to the rapidly evolving markets in the cannabis industry. The inability to sell its products would result in a material adverse effect on Braingrid.

Sales Risk

Braingrid's business success is completely dependent on its ability to develop products and secure direct and indirect distribution channels. Revenues derived therefrom represent vital funds for its continued operations. The loss or damage of any of its business relationships and or associated revenues would have a material adverse effect on Braingrid.

U.S. Related Risk Factors

Braingrid is indirectly involved in the U.S. cannabis industry in that its Sentrollers can be used by U.S. citizens to monitor and control cannabis plants. To management's knowledge, there have been no cannabis-related prosecutions of manufacturers or sellers of cannabis plant tracking equipment. Management believes that, at present, there are no cannabis-related laws, federal or state, preventing use of plant tracking equipment to monitor cannabis plants. However, federal and/or state laws could change at any time and such change(s) could render Braingrid's devices unsaleable in the U.S., particularly as Braingrid expects a portion of its sales revenue to be derived from the U.S. market.

Cannabis remains illegal under U.S. federal law and the approach to enforcement of U.S. federal laws against cannabis is subject to change. Management is not aware of any state or federal laws or regulations specifically related to the use of Braingrid's products. It could be that federal and/or state laws could be interpreted in a way that results in adverse enforcement action resulting in a direct negative effect on Braingrid's sales in the U.S. and such negative effect could cause Braingrid to fail and investors could lose all of their investment. For example, it is possible that Braingrid will not be able to ship product to the U.S. given a broad interpretation that such devices are used in the sale or distribution of an illegal drug under federal law. As well, executives or

Page 7

Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

visitors travelling over the U.S. border have now been stopped and refused entry to the U.S. on the basis that such traveller is an investor in a cannabis company or trades in cannabis products or services, resulting in such traveller being banned for life seeking to re-enter the U.S.

Unlike in Canada which has federal legislation uniformly governing the cultivation, distribution, sale, and possession of cannabis, investors are cautioned that in the United States, cannabis is largely regulated at the state level. But it should be noted that in spite of the permissive regulatory environment of medical cannabis in many states within the United States, cannabis continues to be categorized as a controlled substance under the U.S. federal Controlled Substances Act and as such, violates federal law in the United States. The United States Congress has passed appropriation bills in each of the last three years that have not appropriated funds for prosecution of cannabis offenses of individuals who are in compliance with state medical cannabis laws.

American courts have construed these appropriations bills to prevent the federal government from prosecuting individuals when those parties comply with state law. However, because this conduct continues to violate federal law, American courts have observed that should Congress, at any time, choose to appropriate funds to fully prosecute the Controlled Substances Act, any individual or business even those who have fully complied with state law, could be prosecuted for violations of federal law. Violations of federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities, or divestiture. Braingrid is not aware of any noncompliance with U.S. federal law; however, if Braingrid was found to be non-compliant, this could have a material adverse effect on Braingrid, including its reputation and ability to conduct business, its financial position, operating results, profitability or liquidity or the market price of its publicly traded shares. In addition, it is difficult for Braingrid to estimate the time or resources that would be needed for the investigation or defence of such matters or its final resolution.

Braingrid plans to sell its products and services into the U.S. and these sales will be subject to U.S. federal and state laws. Given the illegality of cannabis under U.S. federal law Braingrid's access to capital could be negatively affected by public and/or private capital not being available to support continuing operations. At present, management believes that both private and public capital is available to Braingrid on terms acceptable to Braingrid but management also believes that this capital availability could change without notice, requiring Braingrid to operate solely on internally-generated funds. In the event that Braingrid has insufficient internallygenerated funds Braingrid could fail and investors could lose all of their investment.

Management is not currently aware of any specific U.S. federal or state initiatives that would lessen Braingrid's capital access. States typically have regulations related to mechanical aspects of equipment with compliance required by the operator of the subject equipment in that operator's jurisdiction. Braingrid sells its platform including its devices F.O.B Toronto and because of this, the compliance requirement transfers to the buyer, in their respective state. Management believes it is in compliance with general state regulation and is not aware of non-compliance with any U.S. federal or state law or regulation.

Licensed Technology

Rather than owning all of the intellectual property on which it relies, Braingrid licenses the Sentroller technology from the Licensor (as defined in the Financial Statements) and is substantially dependent on the Sentroller License (as defined in the Financial Statements) in order to market and sell the Sentroller. It is possible that such license could be terminated in accordance with the terms of the Sentroller License Agreement. In such an event, Braingrid may not be able to function in part or at all for a significant period of time and Braingrid could suffer material losses. In addition, the Sentroller Patent could be challenged by a third party, also resulting in material expense and possible loss of the benefits of the Sentroller Patent, thereby impacting the uniqueness of Braingrid's products.

Page 8

Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

Bankruptcy of Licensor

In the event that the Licensor files a petition in bankruptcy, there can be no assurance that the rights under its licenses will not be curtailed or otherwise affected, even if Braingrid actively pursues enforcement of the Sentroller License Agreement (as defined in the Financial Statements). If the Licensor files for bankruptcy, among other results, the Licensed Technology may be sold to a third party and such sale may extinguish Braingrid's rights under the Sentroller License Agreement. This could cause a significant hardship for Braingrid and have a material adverse effect on its business, and therefore, Braingrid's business.

Assignment of Sentroller License

Pursuant to the Sentroller License Agreement, Braingrid may not assign the Sentroller License Agreement or its rights thereunder to any person without the written consent of the Licensor, which shall not be unreasonably withheld.

Right of Licensor to Sell the Licensed Technology

Pursuant to the Sentroller License Agreement, the Licensor is permitted to sell the Licensed Technology to a third party. It is possible that such license could be terminated in accordance with the terms of the Sentroller License Agreement. In such an event, Braingrid may not be able to function in part or at all for a significant period of time and Braingrid could suffer material losses.

Cost Overruns

The costs of developing products and marketing/selling Braingrid's products may be underestimated and may be increased by factors beyond its control. Such factors may include without limitation weather conditions, taxation, labour disputes, trade and customs duties and disputes, governmental regulations, increased production costs, equipment breakdowns and other production disruptions. While Braingrid intends to engage qualified personnel, the risk of running over budget is always significant and may have a substantial adverse impact on Braingrid's profitability.

Premature Abandonment of Products

The development of Braingrid's products may be abandoned at any stage if further expenditures do not appear commercially feasible, with the resulting loss of some or all of the funds previously expended on the development of the projects, including funds expended in connection with the development of any products. In the event that Braingrid decides to abandon a product, it is unlikely that it will be able to recoup any of its costs.

Limited Operating History and Uncertainty of Future Revenues

Braingrid has a limited operating history and, accordingly, potential investors will have a limited basis on which to evaluate its ability to achieve its business objectives. The future success of Braingrid is dependent on management's ability to implement its strategy. Whilst management is optimistic about Braingrid's prospects, there is no certainty that anticipated outcomes and sustainable revenue streams will be achieved and there is no certainty that Braingrid will successfully produce and market its products. Braingrid faces risks frequently encountered by early-stage companies. In particular, its future growth and prospects will depend on its ability to expand its operation and gain additional revenue streams while at the same time maintaining effective cost controls. Any failure to expand is likely to have a material adverse effect on Braingrid's business, financial condition and results.

Competition

Braingrid will be competing with the producers of other products and competition in the cannabis technology industry will limit the availability of channels required for the successful distribution of its products. Its products may be competing directly and indirectly with other products. Braingrid may not be able to compete successfully against its existing and future competitors and competition could have a material adverse effect on its business, results of operations and financial condition. Potential competitors may develop superior products and services

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Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

that achieve greater market acceptance than that of Braingrid. Accordingly, failure of Braingrid's marketing efforts may have a material adverse effect on Braingrid.

Dependence on Key Executives

The performance of Braingrid will depend heavily on its ability to retain the services of management and to recruit, motivate and retain further suitably skilled personnel. The loss of the services of key individuals may have an adverse effect on the business, operations, customer relationships and results of Braingrid.

History of Net Losses

Braingrid has incurred losses in recent periods. Braingrid may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, Braingrid expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If Braingrid's revenues do not increase to offset these expected increases in costs and operating expenses, Braingrid will not be profitable.

Further Funding Requirements

In order to execute the anticipated growth strategy, Braingrid may require some additional equity and/or debt financing to support ongoing operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. There can be no assurance that additional financing will be available to Braingrid when needed or on terms which are acceptable. Braingrid's inability to raise financing to support ongoing operations or to fund capital expenditures or acquisitions could limit Braingrid's growth and may have a material adverse effect upon future profitability. Braingrid may require additional financing to fund its operations to the point where it is generating positive cash flows.

If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Braingrid Shares. 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 Braingrid to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Product Liability

Braingrid faces the risk of product liability claims, regulatory action and litigation if its products are alleged to have caused loss or injury. A product liability claim or regulatory action against Braingrid could result in increased costs, could adversely affect Braingrid's reputation with its clients and consumers generally, and could have a material adverse effect on the results of operations and financial condition of Braingrid. There can be no assurances that Braingrid will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could result in a material adverse effect to Braingrid.

Product Recalls

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects. If any of Braingrid's products are recalled due to an alleged product defect or for any other reason, Braingrid could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. Braingrid may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although Braingrid has procedures in place for testing its

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Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

products, there can be no assurance that any quality issues will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. A recall for any of the foregoing reasons could lead to decreased demand for Braingrid's products and could have a material adverse effect on the results of operations and financial condition of Braingrid.

Insurance and Uninsured Risks

Although Braingrid maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance does not cover all the potential risks associated with its operations. Braingrid may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards encountered in the operations of Braingrid is not generally available on acceptable terms. Braingrid might also become subject to liability for pollution or other hazards which may not be insured against or which Braingrid may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Braingrid to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Regulations on Products

Some jurisdictions have rules and regulations related to plant monitoring equipment and without an exemption, Braingrid's products may be unsaleable without certification.

Certification is often a matter of passing operating specification tests and paying fees but there is no guarantee that any relevant authority will not change certification processes and that any such changes would not render the products unsaleable in the applicable jurisdiction. A lack of certification or changes in the certification process could result in a material adverse effect to Braingrid.

Management of Growth

Braingrid may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of Braingrid to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of Braingrid to deal with this growth may have a material adverse effect on Braingrid's business, financial condition, results of operations and prospects.

Intellectual Property Protection

Braingrid cannot guarantee that its products, or the Licensed Technology, will not infringe upon patents, trademarks, copyrights or other intellectual property rights held by third parties. In addition, since it may rely on third parties to help develop some of its products, it cannot ensure that litigation will not arise from disputes involving these third parties. It may incur substantial expenses in defending against prospective claims, regardless of their merit. Successful claims against it may result in substantial monetary liability, significantly impact results of operations in one or more quarters or materially disrupt the conduct of its business. Braingrid's success depends in part on its ability to obtain and enforce intellectual property protection for its concepts, to preserve its trade secrets and to operate without infringing the proprietary rights of third parties, as previously stated.

Braingrid currently holds no patents. The patent with respect to the Sentroller Technology (the Sentroller Patent) is owned by the Licensor. No assurances can be given that any future patent will be issued, or if issued, that any of its existing and future patents will be held valid if subsequently challenged, or that others will not claim rights in, or ownership of, the potential copyrights or trademarks or other proprietary rights held by it, or the Licensor, or that its, or the Licensor's, intellectual property will not infringe, or be alleged to infringe, the proprietary rights of others. Furthermore, there can be no assurance that others have not developed or will not develop similar concepts to its products. In addition, whether or not additional intellectual property protection is

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Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

issued to Braingrid, others may hold or receive intellectual protection covering concepts that were subsequently developed by Braingrid; and no assurance can be given that others will not, or have not, independently developed or otherwise acquired substantially equivalent intellectual property.

See also the risk factor with respect to "Licensed Technology" above

Conflicts of Interest

Certain of the directors and officers of Braingrid are also directors and officers of other companies or are engaged and will continue to be engaged in activities that may put them in conflict with the business strategy of Braingrid. In addition, Michael Kadonoff is the beneficial owner of the Licensor which has provided Braingrid with the Sentroller License. See the risk factor related to "Licensed Technology" above. Consequently, there exists the possibility for such directors and officers to be in a position of conflict. All decisions to be made by such directors and officers involving Braingrid are required to be made in accordance with their duties and obligations to act honestly and in good faith with a view to the best interests of Braingrid. In addition, such directors and officers are required to declare their interests in, and such directors are required to refrain from voting on, any matter in which they may have a material conflict of interest.

Unfavourable Publicity or Consumer Perception

Braingrid believes the cannabis industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the cannabis distributed to such consumers. Consumer perception of Braingrid's products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for Braingrid's products and the business, results of operations, financial condition and cash flows of Braingrid. Braingrid's dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on Braingrid, the demand for Braingrid's products, and the business, results of operations, financial condition and cash flows of Braingrid. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or Braingrid's products specifically, or associating the consumption of cannabis with illness or other negative effects or events, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products appropriately or as directed.

Foreign Market Risk

Foreign and ancillary markets are expected to become increasingly important in the medical and recreational cannabis industries. As such Braingrid may rely on foreign and ancillary markets for revenue. Neither foreign nor ancillary markets provide a guarantee of revenue. Many markets may never legalize the consumption of cannabis, which limits the demand for its products and services. If Braingrid's products are not a success or if, for any reason, they are not well-received by the public, this may have a material adverse effect on Braingrid. Share Price Volatility

The market price of Braingrid Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of Braingrid and its subsidiaries, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for Braingrid and its subsidiaries, general economic conditions, legislative changes, community support for the cannabis industry and other events and factors outside of Braingrid's control. In addition, stock markets have

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Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for Braingrid Shares.

Transportation Disruptions

The ability to obtain speedy, cost-effective and efficient transport services will be essential to the prolonged operations of Braingrid's business. Should such transportation become unavailable for prolonged periods of time, there may be a material adverse effect on Braingrid's business, financial situation, and operations.

Reliance on Key Inputs

Braingrid's business is dependent on a number of key inputs and their related costs including the production of its products. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of Braingrid. Any inability to secure required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of Braingrid.

Dependence on Suppliers and Skilled Labour

The ability of Braingrid to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. No assurances can be given that Braingrid will be successful in maintaining its required supply of skilled labour, equipment, parts and components.

Difficulty to Forecast

Braingrid must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the cannabis industry. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of Braingrid.

Need to Attract and Retain Qualified Personnel

Braingrid's success depends to a significant extent on its ability to identify, attract, hire, train and retain qualified personnel. Competition for such personnel may be intense and there can be no assurance that Braingrid will be successful in identifying, attracting, hiring and retaining such personnel in the future. If Braingrid is unable to identify, attract, hire and retain qualified personnel in the future, such inability could have a material adverse effect on its business, operating results and financial condition.

Litigation

Braingrid may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which Braingrid becomes involved be determined against Braingrid such a decision could adversely affect Braingrid's ability to continue operating and the market price for Braingrid Shares and could use significant resources. Even if Braingrid is involved in litigation and wins, litigation can redirect significant resources that could have a material adverse impact on day to day operations of the business. Rent for the Head Office was unpaid for the months of August, September and October 2019 which may lead to litigation with the landlord if not remediated by the Company.

Currency Risk

Currency fluctuations may affect the cash flow which Braingrid may realize from its operations, since a portion of its sales are expected to occur in foreign currencies whereas Braingrid's costs are incurred primarily in Canadian dollars.

Dividends

Braingrid has no profit or dividend record and does not anticipate paying any dividends on Braingrid Shares in the foreseeable future. Dividends paid by Braingrid would be subject to tax and, potentially, withholdings.

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Braingrid Limited Management’s Discussion & Analysis For the Year Ended January 31, 2021 Discussion dated: May 31, 2021

Limited Market for Securities

There can be no assurance that an active and liquid market for Braingrid Shares will develop or be maintained and an investor may find it difficult to resell any securities of Braingrid.

Covid-19 Pandemic

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in the World Health Organization declaring this virus a global pandemic in March 2020. Governments around the world have enacted emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing and closure of businesses have caused material disruption to businesses resulting in an economic slowdown. Governments and central banks have responded with significant monetary and fiscal interventions designed to stabilize the financial markets. A critical estimate for the Company is to assess the impact of the pandemic on the recoverability of its accounts receivable as well as the availability of future financing in assessing the going concern assumption. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.

Page 14

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited)

Audited Financial Statements

For the years ended January 31, 2022 and 2021

(Expressed in Canadian Dollars)

Mao & Ying LLP CHARTERED PROFESSIONAL ACCOUNTANTS

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Tony G Co-Investment Holding Ltd. (formerly Braingrid Limited)

Opinion

We have audited the financial statements of Tony G Co-Investment Holding Ltd. (formerly Braingrid Limited) (the “Company”), which comprise the statement of financial position as at January 31, 2022, and the statements of loss and comprehensive loss, changes in equity (deficiency) and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2022, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

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 Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 in the financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significate doubt about the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis. Our opinion on the 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 financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. 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 financial statements

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

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

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

1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2 Telephone: 778-379-8518 Fax: 778-379-8502

Auditor’s responsibilities for the Audit of the Financial Statements

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

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

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

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

The financial statements of the Company for the year ended January 31, 2021 were audited by another auditor who expressed an unmodified opinion on these financial statements on May 31, 2021.

==> picture [107 x 31] intentionally omitted <==

Vancouver, Canada, September 6, 2022

Chartered Professional Accountants

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Statements of Financial Position As at January 31, 2022 and 2021 (in Canadian dollars)

			January 31,		January 31,
	Note		2022		2021
Assets
Current assets:
Cash and cash equivalents		$	193,297	$	24,484
Accounts receivable	5		8,486		78,330
Contract asset			-		3,155
Prepaid expenses			-		26,771
			201,783		132,740
Investments	6		3,008,974		-
Right of use assets	7		-		18,765
		$	3,210,757	$	151,505
Liabilities and shareholders' equity (deficit)
Current liabilities:
Accounts payable and accrued liabilities		$	211,740	$	692,423
Contract liabilities			-		24,009
Convertible debenture	10		421,045		-
Derivative liability	10		2,288,472		-
Lease liability	7		-		105,996
Promissory notes	8,17		-		181,812
Provision for liquidityincentive			196,227		196,227
			3,117,484		1,200,467
Long-term liabilities
Canada EmergencyBusiness Account loan	9		-		35,771
		$	3,117,484	$	1,236,238
Shareholders' equity (deficit):
Share capital	10,11		11,651,101		5,915,581
Share-based payment reserve	13		1,365,438		1,192,077
Warrants reserve	14		522,266		522,266
Accumulated deficit			(13,445,532)		(8,714,657)
		$	93,273		(1,084,733)
		$	3,210,757	$	151,505

Signed on behalf of the Board

“Antanas Guoga” Chairman

“Gediminas Klepackas” Director

The accompanying notes are an integral part of these consolidated financial statements

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Statements of Loss and Comprehensive Loss For the years ended January 31, 2022 and 2021 (in Canadian dollars)

			January 31,		January 31,
	Note		2022		2021
Income (loss)
Unrealized loss on investments		$	(2,651,546)	$	-
			(2,651,546)		-
Expenses
Convertible debenture expense	10		1,170,797		-
Professional fees			211,071		356,082
Accretion expense			267,753		-
Consulting expenses			118,261		64,083
Stock based compensation	13		173,361		30,400
Office & general			103,252		88,740
Issuance expense			111,767		-
Interest expense			8,738		8,148
Gain on settlement of debt			(575)		(391,850)
Gain on sale of subsidiary	15		(124,727)		-
Total expenses			2,039,698		155,603
Income tax expense			-		-
Net loss from continuing operations			(4,691,244)		(155,603)
Net loss from discontinued operations			(39,631)		(81,547)
Net loss and comprehensive loss		$	(4,730,875)	$	(237,150)
Lossper share from continuing operations
Net loss per share - basic and diluted	12	$	(2.50)	$	(0.13)
Weighted average common shares outstanding			1,880,254		1,174,111
Lossper share from discontinued operations
Net loss per share - basic and diluted	12	$	(0.02)	$	(0.07)
Weighted average common shares outstanding			1,880,254		1,174,111
Lossper share
Net loss per share - basic and diluted	12	$	(2.52)	$	(0.20)
Weighted average common shares outstanding			1,880,254		1,174,111

Nature of operations (Note 1)

The accompanying notes are an integral part of these consolidated financial statements

Balance, January 31, 2022 7,129,698 11,651,101 $ 1,365,438 $ 522,266 $ (13,445,532) $ $93,273	Stock based compensation 13 - - 173,361 - - 173,361 Shares issued for investments 11 5,660,520 5,660,520 5,660,520 Shares issued for sale of subsidiary 11,15 80,761 75,000 75,000 Net loss and comprehensive loss for theyear - - - - (4,730,875) (4,730,875)	Balance, January 31, 2021 1,388,417	Shares issued on settlement of debt 10 783,000 391,150 - - - 391,150.00 Rounding of fractional shares after consolidation 5 - Stock based compensation 13 - - 30,400 - - 30,400.00 Net loss and comprehensive loss for theyear (237,150) (237,150)	Balance, January 31, 2020 605,422 5,524,431 $ 1,161,677 $ 522,266 $ (8,477,507) $ ($1,269,133)	Note Number of Tony G Co-Investment Holdings Ltd. Common Shares Amount Share-based payment reserve Warrant reserve Deficit Total Share Capital	Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Condensed Consolidated Statements of Changes in Equity (Deficiency) For the years ended January 31, 2022 and 2021 (in Canadian dollars)
		5,915,581 $ 1,192,077 $ 522,266 $ (8,714,657) $ ($1,084,733)

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Condensed Consolidated Statements of Cash Flows For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Note January 31, 2022 January 31, 2021	Note January 31, 2022 January 31, 2021

Operating Activities
Net loss for the year (4,691,244) $ (155,603) $
Adjustment for:
Unrealized loss on investments 2,651,546 - Gain on disposal of Subsidiary 11,15 (30,996) - Convertible debenture expenses 1,170,797 - Accretion 267,753 - Non-cash portion of issuance expense 26,122 - Stock based compensation 13 173,361 30,400 Gain on initial recognition of CEBA Loan - (4,229) Gain on extinguishment of debt 11,12 - (391,850) Net change in non-cash working capital: Accounts receivable 5,165 - Prepaid expenses and sundry assets 26,771 7,629 Accountspayable and accrued liabilities (480,683) 374,378
Net cashgenerated from(used in) operating activities (881,409) $ $ (139,275)
Financing activities Proceeds from issuance of promissory notes 8,17 - 193,463 Repayment of promissory note (net) (181,812) - Proceeds from issuance of debentures,net of costs 10 1,244,845 -
Net cashprovided by (used in) financing activities	1,063,033 $ 193,463 $

Cash flow from continuing operations Cash flow from discontinued operations Cash,beginningofyear	181,625 54,188 (12,812) (47,278) 24,484 17,574
Cash, end ofyear	193,297 $ 24,484 $
Supplemental cash flow information
Common shares issued for investments Common shares issued on sale of Subsidiary	5,660,520 $ 75,000 $

The accompanying notes are an integral part of these consolidated financial statements

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

1. Nature of operations

Tony G Co-Investment Holdings Ltd. (the "Company") is an investment holding company focused on investments in companies operating in the blockchain, cryptocurrency, payment processing, syndicated credit, online commerce, and online gambling industries, including companies or other entities that service such industries. The Company’s head office address is 5800 Ambler Drive suite 210 Mississauga, Ontario, L4W 4J4.

On December 28, 2018, the Company, then Braingrid Limited, completed its qualifying transaction (the "Transaction") in accordance with the policies of the Canadian Securities Exchange (the "CSE"), by way of a three-cornered amalgamation of Braingrid Corporation (a precision agriculture technology company), Match Capital Resources Corp. (“Match”) and a wholly owned subsidiary of Match ("Match Subco") to form a new company ("Amalco"). The Transaction was an arm's length transaction for both parties.

The Company obtained final approval for the Transaction from the Exchange on December 28, 2018 and started trading on the Canadian Securities Exchange under the symbol “BGRD”.

On November 13, 2020, the Company consolidated its issued and outstanding common shares on a 1 for 100 ‐ basis which resulted in 1,388,417 shares outstanding post consolidation. All references to common shares, stock options, warrants and loss per share in these financial statements have been adjusted to reflect this change.

On November 30, 2020, the Company announced that it would be pursuing a change of business (the “COB”) under the rules of the CSE to refocus its business operations from a “technology issuer” to an “investment issuer”. In accordance with the policies of the CSE, trading in the shares of the Company were halted pending review and approval by the CSE of the COB.

On May 19, 2021, the Company’s shareholders approved the COB and the sale of Braingrid Corporation (the “Subsidiary”).

On August 31, 2021, the Company announced that it had changed its name from Braingrid Limited to Tony G Co-Investment Holdings Ltd.

On September 28, 2021, the CSE approved the COB and on October 7, 2021 the Company began trading on the CSE under the symbol “TONY”.

In conjunction with the completion of the COB and the Company’s resumption of trading on the CSE, the Company sold the Subsidiary. The Subsidiary’s operating results are reflected in the financial statements until October 7, 2021.

These annual financial statements were approved by the Company’s board of directors on September 6, 2022.

2. Basis of preparation

Statement of compliance

Going concern assumption

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

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. Such adjustments could be material. It is not possible to predict whether the company will be able to raise adequate financing or to ultimately attain profitable levels of operations. These conditions indicate the existence of material uncertainties that may cause significant doubt about the Company’s ability to continue as a going concern. Changes in future conditions could require material write downs of the carrying values.

The Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $13,445,532 as at January 31, 2022 (January 31, 2021 - $8,714,657). The recoverability of the carrying value of the assets and the Company’s continued existence is dependent upon the achievement of profitable operations, or the ability of the Company to raise alternative financing. While management has historically been successful in raising the necessary capital, it cannot provide assurance that it will be able to execute on its business strategy or be successful in future financing activities. As at January 31, 2022, the Company had current assets of $201,783 (January 31, 2021 - $132,740) to cover current liabilities of $3,117,484 (January 31, 2021 - $1,200,467).

3. Significant accounting policies

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

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except as otherwise noted.

Basis of consolidation

Principles of consolidation - Subsidiaries

A subsidiary is an entity over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. As an investment entity, the Company is required to account for its investments in subsidiaries at fair value through profit or loss rather than by consolidation.

Principles of consolidation – Status as investment entity

The following are the criteria within IFRS 10, Consolidated Financial Statements, which the Company used to evaluate and determine that it continues to meet the definition of an Investment Entity:

(a) Obtain funds from one or more investors for the purpose of providing those investor(s) with investment management services;

(b) Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

The Company has evaluated the above criteria and determined that it meets the definition of an Investment Entity as at January 31, 2022. As a result of meeting the definition of an Investment Entity, subsidiaries which otherwise would have been consolidated, specifically News 3.0 Limited (“Cryptonews”), are carried at fair value. The operating results of the Subsidiary were consolidated until the date of its disposition, October 7, 2021 (see Note 15).

Functional currency

The Company’s consolidated financial statements are presented in Canadian Dollars, which is also the reporting and functional currency of the Company.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Investment tax credits

Property and equipment

The cost recognized for right of use assets is based on the present value of the future lease payments at the beginning of the lease and amortized using the straight-line method over the life of the lease.

Estimated useful lives for the principal asset categories are as follows:

Computer equipment	3 years
Furniture and equipment	5 years
Tools & dies	5 years
Right of use assets	Term of lease

Intangible assets

Impairment of tangible and intangible assets

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Segmented reporting

The Company currently operates as a single segment. Prior to October 7, 2021, the Company’s principal business relates to providing an affordable, versatile, and quick-to-install sensor platform that captures the critical real-time data needed in the precision agriculture market, and in particular, licensed cannabis producers, to increase revenues, reduce costs and reduce risks. Prior to October 7, 2021, all of the assets of the Company are situated in Canada. Since October 7, 2021, the Company has been an investment holding company, the Company’s investments are domiciled in Bahamas (Cryptonews) and Lithuania (Sportclothes).

Income taxes

Current tax

Deferred tax

Deferred tax is recognized on any 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 earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized, and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in profit or loss, comprehensive income, or loss or in equity depending on the item to which the adjustment relates.

Foreign currency translation

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Share-based compensation

Revenue recognition

Where a contract consists of more than one performance obligation, revenue is allocated to each performance obligation based on their estimated standalone selling price (“SSP”).

Financial Instruments

IFRS 9 contains three principal classifications for financial assets: measured at amortized cost, fair value through other comprehensive income (“FVOCI”) and fair value through profit or loss (“FVTPL”) and eliminates the previous IAS 39 categories of held to maturity, loans, and receivables and available for sale. Classification of

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

financial assets under IFRS 9 is generally based on a business model and its contractual cash flow characteristics.

The following table shows the classification categories under IFRS 9 for each class of the Company’s financial assets and financial liabilities.

The following table shows the classification categories under IFRS 9 assets and financial liabilities.	for each class of the Company’s financial
Financial assets and liabilities	IFRS 9
Cash and cash equivalents	FVTPL
Accounts receivable	Amortized cost
Investments	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Promissory notes	Amortized cost
Canada Emergency Business Account loan	Amortized cost
Provision for liquidity incentive	Amortized cost

Financial assets

Recognition and initial measurement

Classification and subsequent measurement

On initial recognition, financial assets are classified and subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.

Financial assets are classified as follows:

Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of accounts receivable.
Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income.
Mandatorily at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at fair value through profit or loss are comprised of cash and cash equivalents.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Designated at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. The Company does not hold any financial assets designated to be measured at fair value through profit or loss.

The Company measures all equity investments at fair value. Changes in fair value are recorded in profit or loss. The entity does not hold any equity investments.

Business model assessment

Contractual cash flow assessment

Impairment

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions, and forecasts of future economic conditions.

Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

Derecognition of financial assets

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Financial liabilities

Recognition and initial measurement

Classification and subsequent measurement

Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains, and losses relating to a financial liability are recognized in profit or loss.

Derecognition of financial liabilities

The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled, or expire.

Investments

All investments are classified upon initial recognition at fair value through profit or loss, with changes in fair value recognized in the statements of net loss and comprehensive loss. Purchases and sales of investments are recognized on the settlement date.

Investments at fair value through profit or loss are initially recognized at fair value. Transaction costs are expensed as incurred in the statements of comprehensive income (loss). Investments are derecognized when the rights to receive cash flows from the investments have expired or the Company has transferred the financial asset and the transfer qualifies for derecognition in accordance with IFRS 9.

Subsequent to initial recognition, all investments are measured at fair value. Gains and losses arising from changes in the fair value of the investments at fair value through profit or loss category are presented in the statements of net loss and comprehensive loss within net change in unrealized gains or losses on investments in the period in which they arise.

The determination of fair value requires judgment and is based on market information where available and appropriate. At the end of each financial reporting period, the Company’s management estimates the fair value of investments based on the criteria below and reflects such valuations in the financial statements.

The Company is also required to disclose details of its investments (and other financial assets and liabilities for which fair value is measured or disclosed in the financial statements) within three hierarchy levels (Level 1, 2, or 3) based on the transparency of inputs used in measuring the fair value, and to provide additional disclosure in connection therewith (Note 16).

Investment in controlled subsidiaries

From time to time, the Company is holding the controlling interest in the investees. The Company applied exemption of IFRS 10 Consolidation, not to consolidate a subsidiary when entity is an investment entity when it obtains control of another entity, and instead, an investment entity shall measure an investment in subsidiary at fair value through profit or loss in accordance with IFRS 9.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Public investments

Securities, including shares, which are traded in an active market, such as on a recognized securities exchange and for which no sales restrictions apply, are presented at fair value based on quoted closing bid prices at the statement of financial position dates or the closing bid price on the last day the security traded if there were no trades at the statement of financial position date. Public investments, if any, are included in Level 1 in Note 16.

Private investments

All privately held investments are initially recorded at the transaction price, being the fair value at the time of acquisition. Thereafter, at each reporting period, the fair value of an investment may, depending upon the circumstances, be adjusted using one or more of the valuation indicators described below. Private investments, if any, are included in Level 3 in Note 16. The determinations of fair value of the Company’s privately held investments at other than initial cost is subject to certain limitations. Financial information for private companies in which the Company has investments may not be available and, even if available, that information may be limited and/or unreliable. Use of the valuation approach described below may involve uncertainties and determinations based on the Company’s judgment and any value estimated from these techniques may not be realized or realizable.

Company-specific information is considered when determining whether the fair value of a privately held investment should be adjusted upward or downward at the end of each reporting period. In addition to companyspecific information, the Company will consider trends in general market conditions and the share performance of comparable publicly traded companies when valuing privately held investments.

The absence of the occurrence of any of these events, any significant change in trends in general market conditions, or any significant change in share performance of comparable publicly traded companies indicates generally that the fair value of the investment has not materially changed.

The fair value of a privately held investment may be adjusted if:

a) there has been a significant subsequent equity financing provided by outside arm’s length investors, at a valuation above or below the current value of the investee company, in which case the fair value of the investment is set to the value at which that financing took place;
b) there has been significant corporate, political, or operating events affecting the investee company that, in management’s opinion, have an impact on the investee company’s prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management’s judgment and any value estimated may not be realized or realizable;
c) the investee company is placed into receivership or bankruptcy;
d) based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern;
e) receipt/denial by the investee company of environmental, mining, aboriginal or similar approvals, which allow the investee company to proceed/prohibit with its project(s); and
f) important positive/negative management changes by the investee company that the Company’s management believes will have a very positive/negative impact on the investee company’s ability to achieve its objectives and build value for shareholders.

Adjustments to the fair value of a privately held investment will be based upon management’s judgment and any value estimated may not be realized or realizable. The resulting values for non-publicly traded investments may differ from values that would be realized if a ready market existed.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

In addition, the amounts at which the Company’s privately held investments could be disposed of currently may differ from the carrying value assigned.

Investment Income (Loss)

Purchases and sales of investments are recognized on the settlement date. Realized gains and losses on disposal of investments and fair value adjustments of investments are reflected in the statements of net loss and comprehensive loss. All transaction costs associated with the acquisition and disposition of investments are expensed to the statements of loss and comprehensive loss as incurred. Dividend income is recorded on the declaration date and when the right to receive the dividend has been established.

Interest income is recorded on an accrual basis when reasonable assurance exists regarding measurement and collectability.

Discontinued Operations

The Company reports financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs when the disposal of a component of the Company represents a strategic shift that will impact the Company’s operations and financial results, and where the operations and cash flows can be distinguished from the rest of the Company.

Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing the applicable net loss by the sum of the weighted average number of shares outstanding during the year and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the year.

Accounting standards implemented as of February 1, 2021

The Company adopted the following accounting standards which came into effect commencing February 1, 2021:

Amendment to IFRS 3 – Business Combinations

On October 22, 2018, the IASB issued Definition of a Business (Amendments to IFRS 3: Business Combinations). The amendments to IFRS 3 are applicable for acquisitions occurring on or after January 1, 2020 and are adopted prospectively. These amendments to the implementation guidance of IFRS 3 clarify the definition of a business to assist entities to determine whether a transaction should be accounted for as a business combination or an asset acquisition. The amendments to IFRS 3 – Business Combinations may affect whether future acquisitions are accounted for as business combinations or asset acquisitions, along with the resulting allocation of the purchase price between the net identifiable assets acquired and goodwill. The Company does not expect any impact to the consolidated financial statements as a result of its adoption of the amendments to IFRS 3 on its acquisitions completed subsequent to year-end.

4. Critical accounting judgments and key sources of estimation uncertainty

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Critical areas of estimation and judgements in applying accounting policies include the following:

Going concern

These financial statements have been prepared in accordance with IFRS on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business within the foreseeable future. Management uses judgment in determining assumptions for cash flow projections, such as anticipated financing, anticipated sales, and future commitments to assess the Company’s ability to continue as a going concern. A critical judgment is that the Company continues to raise funds going forward and satisfy their obligations as they become due.

Valuation techniques

The fair value of investments is measured using an income, market or cost approach. The determination of the fair value requires significant judgement by the Company. The Company acts in good faith to fair value its investments on the date of purchase and on a quarterly basis thereafter, consistent with fair value accounting guidance in accordance with IFRS 13, Fair Value Measurement. The fair value of derivatives is measured using the Black-Scholes Pricing Model and the embedded make whole provision derivative liability is valued using the Monte Carlo pricing model.

Share based payments

Provision for expected credit losses (‘ECLs”)

Incremental borrowing rates

COVID19 impact - Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. The impact of COVID19 on the Company has been negligible, however, the duration and future impact of the COVID19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiary, or on its ability to raise capital to fund operations, in future periods.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

5. Accounts receivable

		January 31, 2022		January 31,2021
Trade receivables	$	-	$	33,719
HSTand other receivables		8,486		44,611
Total accounts receivable	$	8,486	$	78,330

6. Investments

				Financial
	Investment	Ownership		Instrument				Fair Value
Investment	Date	Interest	Instrument	Hierarchy		Cost	January 31, 2022
News 3.0 Limited (Cryptonews) (a)	Oct-07-2021	51%	Equity	3	$	3,600,000	$	3,008,974
Sportclothes UAB (b)	Oct-07-2021	20%	Equity	3	$	2,060,520	$	-
Total					$	5,660,520	$	3,008,974

(a) During the year ended January 31, 2022 the Company acquired 51% of Cryptonews for consideration of 3,600,000 shares of Company at a deemed price of $1 per share. An independent appraiser determined that as at January 31, 2022, the fair market value of Cryptonews was between EUD4,000,000 and EUD7,000,000 on an en bloc basis, with a mid-point of EUD5,500,000, based on the market comparables approach. During the year ended January 31, 2022 the Company recognized an unrealized loss of $591,206 on its Cryptonews investment.
(b) During the year ended January 31, 2022 the Company acquired 20% of Sportclothes for consideration of 2,060,520 shares of Company at a deemed price of $1 per share. An independent appraiser determined that as at January 31, 2022, the fair market value of Sportclothes was $347,000 on an en bloc basis, based on the adjusted net asset approach. Due to inventory count scope limitations the Company wrote the Sportclothes investment down to $nil during the year ended January 31, 2022, recognizing unrealized loss of $2,060,520 on its Sportclothes investment.

7. Leases

As at January 31, 2022 the net book value of the right of use asset was $nil (January 31, 2021 – $18,765) due to the sale of the Subsidiary, the tenant and counterparty to the lease agreement. The Subsidiary’s lease expired in July 2021, and the total lease liability was as at July 31, 2021 was $106,878 (January 31, 2021 - $105,996). On October 7, 20221 the Company completed its COB, which included the sale of the Subsidiary. The lease liabilities are an obligation of the Subsidiary and are therefore not reflected in the Company’s audited financial statements for the year ended January 31, 2022. See also note 15.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Right of use asset		Premise lease
Cost		$
Balance at February 1, 2019		-
Aggregate lease commitments		131,945
Less: impact of present value		(23,109)
Opening IFRS 16 lease value as at February 1, 2019 and January 31, 2021		108,836
Removal due to sale of Subsidiary		(108,836)
Balance at January 31, 2022		-
Accumulated amortization
Balance at January 31, 2020		45,035
Amortization		45,036
Balance at January 31, 2021		90,071
Amortization		18,765
Removal due to sale of Subsidiary		(108,836)
Balance at January 31, 2022		-

Net book value: January 31, 2021		18,765
Net book value: January 31, 2022		-
Lease liabilities		Premise lease
		$
Total lease liabilities at January 31, 2020		98,332
Accretion of financing costs		7,664
Payments		-
Total lease liabilities at January 31, 2021		105,996
Accretion of financing costs		882
Removal due to sale of Subsidiary		(106,878)
Total lease liabilities at January 31, 2022		-
	January 31,	January 31,
	2022	2021
Current portion of lease liabilities	-	105,996
Long term portion of lease liabilities	-	-
Total lease liabilities	-	105,996

8. Promissory notes

During the year ended January 31, 2022, the Company received $77,785 of promissory notes (the “Promissory Notes”) from the European High Growth Opportunities Securitization Fund (the “Fund”). The Promissory Notes bear interest at 4% per annum and are unsecured. The Promissory Notes were repaid concurrent with the COB and convertible debenture financing (see Note 11). The continuity of the Promissory Notes is as follows:

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.)

Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Funding Date	Maturity Date	Facility		Amount
Balance at January 31, 2020			$	-
June 24, 2020	August 22, 2020	Promissory Note		50,000
		Accrued interest on Promissory Notes		194
October 28, 2020	December 31, 2020	Promissory Note		60,000
December 24, 2020	February 28, 2021	Promissory Note		40,000
January 26, 2021	February 28, 2021	Promissory Note		29,884
		Accrued interest on PromissoryNotes		1,734
Balance at January 31, 2021			$	181,812
March 5, 2021	May 31, 2021	Promissory Note		18,356
April 9, 2021	May 31, 2021	Promissory Note		55,628
		Accrued interest on Promissory Notes		3,800
October 7,2021		Repayment		(259,596)
Balance at January 31, 2022			$	-

9. Canada Emergency Business Account loan

During the year ended January 31, 2021, the Company received a $40,000 Canada Emergency Business Account loan (“CEBA Loan”) from the Government of Canada via its commercial bank.

The CEBA loan was repaid on October 7, 2021 on in conjunction with the COB and the sale of the Subsidiary.

Funding Date	Maturity Date	Facility		Amount
April 20, 2020	December 31, 2025	CEBA Loan	$	40,000
April 20, 2020		Gain on initial recognition of CEBA Loan		(4,229)
October 7,2021		Repayment on behalf of Subsidiary		(35,771)
Balance at January 31, 2022			$	-

10. Convertible debt

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Convertible Debenture Agreement, the Company issued 127,500 commitment warrants (“Commitment Warrants”) with an exercise price of $8.00 per share which expire on June 14, 2022 and 21,250 facility warrants with an exercise price of $8.00 which expire on June 14, 2024 (the “Facility Warrants”). The share prices above reflect the 1 for 100 share consolidation completed on November 13, 2020.

The Company calculated the fair value of $506,766 for the embedded derivative conversion option liability using the Black-Scholes pricing model with the following assumptions: a share price of $8.00, an exercise price of $8.00, a volatility of 165.56%, an expected life of 1 year, a dividend yield of 0.0%, and a risk -free interest rate of 1.64%. The Company calculated the fair value of $285,617 for the embedded make whole provision derivative liability using the Monte Carlo pricing model with the following assumptions: a share price of $8.00, a volatility of 85.56%, an expected life of 1 year, a dividend yield of 0.0%, and a risk -free interest rate of 1.64%. The residual amount of $57,616 was allocated to the host debt instrument and is being accreted to the face value of $850,000 until maturity.

The Company paid commitment, legal and advisory cash fees of $320,901 pursuant to the Convertible Debenture (the “Cash Fees”). The Company also issued 2,000,000 shares to Parklane Capital Limited related to Finder’s fees for the convertible debt offering. These shares were valued based on the market price on the issuance date of $10.00 per share. Total costs related to the convertible debt financing amounted to $520,901 of which $467,723 was expensed immediately and $53,177 was recorded as on offset to the host debt instrument.

On August 8, 2019, August 23, 2019, August 30, 2019, September 11, 2019, September 16, 2019, and September 26, 2019 the entire first tranche of the Convertible Debenture was converted into 20,000, 20,000, 20,000, 20,000, 12,500 and 13,750 common shares respectively, totalling 106,250 commons shares. Upon conversion, the Company recognized a gain on revaluation of conversion feature liability of $413,644 and accretion of $62,754 up until the dates of conversion. Upon conversion, the Company reclassified $159,491 from liabilities to share capital.

Pursuant to the Convertible Debenture Agreement, the Company had a cumulative make whole obligation to the lenders of $771,350, payable either in shares or cash at the Company’s discretion if cash the obligation would be netted against future debenture issuances (the “Make Whole Amount”). During the year ended January 31, 2020, the Company recorded a loss on revaluation of make whole liability of $485,733.

On April 9, 2020, the Company and entered into a shares for debt settlement agreement (the “Agreement”), pursuant to which 783,000 Shares, at a deemed issued price of $0.50 per Share, in full settlement of $783,000 of indebtedness owed by the Company including the Make Whole Amount. In accordance with IFRIC 19, the Company measured the shares at the market price on the date of issuance and recorded the difference between the carrying amount of the debt extinguished and the fair value of the shares, amounting to $391,850, as gain on extinguishment of debt in the statements of loss and comprehensive loss.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

On August 10, 2021, the Company completed a second drawdown pursuant to the Convertible Debenture Agreement for gross proceeds of $1,288,000. The second drawdown matures August 10, 2022 and has a 0% rate of interest. The second drawdown also included the issuance of 460,000 Facility Warrants with an exercise price of $0.56 expiring on August 10, 2026. The Company calculated the fair value of the derivative liability components to be $1,117,675 and therefore, $170,325 was assigned to the host debt component. The embedded derivative conversion feature liability and warrant liability were separated from its host contract on the basis of its stated terms and initially measured at fair value using the Black-Scholes model. The embedded make whole provision derivative liability was separated from its host contract on the basis of its stated terms and initially measured at fair value using the Monte-Carlo model. with the host debt contract being the residual amount after separation of conversion feature liability, warrant liability and the make whole provision derivative liability.

At August 10, 2021, the Company calculated the fair value of $856,454 for the embedded derivative conversion option liability using the Black-Scholes pricing model with the following assumptions: a share price of $0.56, an exercise price of $0.56, a volatility of 192%, an expected life of 1 year, a dividend yield of 0.0%, and a risk -free interest rate of 0.87%. The Company calculated the fair value of $94,941 for the warrant liability using the BlackScholes pricing model with the following assumptions: a share price of $0.21, an exercise price of $0.07, a volatility of 215%, an expected life of 4 year, a dividend yield of 0.0%, and a risk -free interest rate of 0.81%. The Company calculated the fair value of $166,280 for the embedded make whole provision derivative liability using the Monte Carlo pricing model with the following assumptions: a share price of $0.56, a volatility of 192%, an expected life of 1 year, a dividend yield of 0.0%, and a risk -free interest rate of 0.54%. The residual amount of $170,325 was allocated to the host debt instrument and is being accreted to the face value of $1,288,000 until maturity.

At January 31, 2022, the Company calculated the fair value of $1,725,898 for the embedded derivative conversion option liability using the Black-Scholes pricing model with the following assumptions: a share price of $1.10, an exercise price of $0.56, a volatility of 201%, an expected life of 0.52 year, a dividend yield of 0%, and a risk -free interest rate of 0.70%. The Company calculated the fair value of $485,174 for the warrant liability using the Black-Scholes pricing model with the following assumptions: a share price of $1.10, an exercise price of $0.56, a volatility of 201%, an expected life of 3.53 years, a dividend yield of 0%, and a risk -free interest rate of 0.70%. The Company calculated the fair value of $ $77,400 for the embedded make whole provision derivative liability using the Monte Carlo pricing model with the following assumptions: a share price of $1.10, a volatility of 201.00%, and an expected life of 0.52 years.

11. Share capital

Authorized share capital:

Unlimited number of common shares, no par value, one vote per common share.

Issued share capital

At January 31, 2022, there were 7,129,698 issued and fully paid common shares (January 31, 2021 - 1,388,417). Out of these, 4,050,249 common shares were held in escrow, pursuant to the NP46-201 Escrow Agreement dated August 11, 2021 (January 31, 2021 – 69,186).

Issuance of share capital

On October 15, 2021, the Company issued 80,761 common shares at a deemed price of $0.9287 per share pursuant to the sale of the Subsidiary by the Company.

On September 28, 2021, the Company received final approval from the Canadian Securities Exchange ("CSE") in respect of its previously announced change of business transaction ("COB") from a technology issuer to an investment issuer. Pursuant to the COB the Issuer acquired a 51% interest in Cryptonews for consideration of 3,600,000 common shares issued at a deemed price of $1 per share. The Issuer also acquired a 20% interest in Sportclothes for consideration of 2,060,520 shares at a deemed price of $1 per share.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

12. Loss per share

	For the year ended	For the year ended	For the year ended	For the year ended
		January 31, 2022		January 31, 2021
Numerator
Net loss for continuing operations	$	(4,691,244)	$	(155,603)
Denominator
Weighted average shares - basic		1,880,254		1,174,111
Stockoptions		-		-
Denominator fordilutedloss pershare		1,880,254		1,174,111
Lossper share - basic and diluted	$	(2.50)	$	(0.13)

For the abovementioned periods, the Company had securities outstanding which could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would have been antidilutive. Common shares escrowed pursuant to the NP46-201 Escrow Agreement dated August 11, 2021 are excluded from the number of outstanding common shares.

13. Share-based payments

The Company has a stock option plan to provide employees, directors, officers, and consultants with options to purchase common shares of the Company. Under the plan, the exercise price of each option equals the market price of the Company’s stock on the day of grant and the maximum term of option is five years. The maximum number of shares which may be issued under the program shall not exceed 10% of the issued and outstanding shares.

a) Stock options outstanding

The following summarizes the employees, directors, officers, and consultants’ stock options that have been granted, exercised, expired, or cancelled during the years ended January 31, 2022 and 2021.

	Number of	Weighted Avg
	Options	Exercise Price
Balance January 31, 2020, October 31, 2020 and January 31, 2021	33,559	$0.60
Options issued	357,500	$0.92
Options terminated	-	-
Options exercised	-	-
Balance January 31, 2022	391,059	$0.89

On November 3, 2021, the Company granted 357,500 stock options at an exercise price of $0.92, vesting 89,375 on each of February 3, 2022, May 22, 2022, August 22, 2022, and November 3, 2022. The options expire on November 3, 2026, and have been valued at $296,439 using the Black-Scholes option pricing model based on the following weighted average assumptions:

Expected dividend yield

0.0%

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Expected annual volatility	201.2%
Risk-free interest rate	1.56%
Expected average life	5 years
Share price	$0.85

During the year ended January 31, 2022, the Company received proceeds of $nil due to the exercise of stock options (2021 - $nil).

As at January 31, 2022, details of the issued and outstanding stock options are as follows:

	Weighted Average
	Remaining		Number of Options	Number of
	Contractual	Number of Options	Vested as at	Options
Expiry Date	Life (years)	Outstanding	January 31, 2022	Unvested
March 31, 2025	3.16	3,000	3,000	-
February 15, 2026	4.04	7,233	7,233	-
April 26, 2026	4.23	2,500	2,500	-
January 31, 2027	5.00	300	300	-
August 1, 2026	4.50	2,000	2,000	-
August 1, 2026	4.50	2,700	2,700	-
September 18, 2027	5.63	500	500	-
November 22, 2027	5.81	3,800	3,800	-
January 31, 2028	6.00	7,547	7,547	-
January 31, 2028	6.00	1,600	1,600	-
February 28, 2028	6.08	629	629	-
April 1, 2028	6.17	1,500	1,500	-
December 27, 2028	6.90	250	250	-
November 3,2026	4.76	357,500	-	357,500
	4.77	391,059	33,559	357,500

b) Restricted share units outstanding

During the year ended January 31, 2022, the Company granted no Restricted Share Units (“RSUs”) pursuant to its Restricted Share Unit Plan (the “RSU Plan”) and no RSUs were forfeited (2020 - nil).

Balance at January 31, 2020, July 31, 2020 and January 31, 2021	4,500
Granted	-
Vested	-
Forfeited	-
Balance, January 31, 2022	4,500

During the year ended January 31, 2022, $24,000 RSU share-based payments and $nil of RSU share-based payment terminations were recognized (2021 - $30,400).

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

14. Warrants

The continuity of the issuance of warrants is as follows:

	Number of Warrants Weighted Avg Exercise Price (CDN$)
Balance January 31, 2020 Warrants expired	271,171 $18.50 (98,812) $40.72
Balance, January 31, 2021 Warrants expired Warrants granted	172,361 $9.07 (11,111) $9.00 460,000 $0.56
Balance, January 31, 2022	621,250 $2.77

As at January 31, 2022, details of the issued and outstanding warrants are as follows:

			Remaining	Number of
		Exercise	Contractual Life	Warrants
Issuance Date	Expiry Date	Price	(years)	Outstanding
March 31, 2015	March 31, 2025	$25.00	3.162	10,000
May 24, 2019	May 17, 2024	$9.00	2.292	2,500
June 14, 2019	June 14, 2022	$8.00	0.367	127,500
June 14, 2019	June 14, 2024	$8.00	2.368	21,250
August10,2021	August10,2026	$0.56	4.523	460,000
				621,250

15. Gain on sale of subsidiary

During the year ended January 31, 2022, the Company sold its owned Subsidiary. The net assets of the Subsidiary at closing were as follows:

		Subsidiary
		2021
Total assets	$	45,658
Total liabilities		(609,726)
Net assets		(564,068)
Funds advanced to Subsidiary		25,732
Payment of Subsidiary liabilities by the Company		65,698
Shares issued by Company to purchaser of Subsidiary		75,000
Accrual of assumption of liabilities by the Subsidiary purchase that may be paid by the Company (1)		127,957
Forgiveness of Subsidiarydebt owed to Company		144,954
Gain on disposal of subsidiary	$	(124,727)

(1) The Company has agreed to pay up to 50% of certain obligations assumed by the purchaser of the Subsidiary, for a period of between 24 and 48 months, depending upon the obligation, if certain criteria are met pursuant to the Subsidiary share purchase agreement.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

16. Financial Risk Factors

Capital Management

The Company includes equity, which is comprised of share capital, reserves, and deficit, in the definition of capital. The Company's objective when managing its capital is to safeguard the ability to continue as a going concern in order to provide returns for its shareholders, and other stakeholders and to maintain a strong capital base to support the Company's core activities. The Company has no externally imposed capital requirements. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

Risk management

Interest rate risk

Credit risk

The expected credit loss was $nil at January 31, 2022 (January 31, 2021 - $nil). During the year ended January 31, 2022, the Company recorded $nil of bad debt expense (2021 - $nil). Due to its transition to an investment holding company, the Company no longer has exposure to trade receivables credit risk.

Market risk

Market risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or foreign currency risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. All investments present a risk of loss of capital. The maximum risk resulting from financial instruments is equivalent to their fair value. The Company’s investments are susceptible to other market risk arising from uncertainties about future prices of the instruments. The Company moderates this risk through the various investment strategies within the parameters of the Company’s investment guidelines.

As at January 31, 2022, management’s estimate of the effect on its equity investments to a +/- 10% change in the market prices of the Company’s investments, with all other variables held constant, is $300,897.

Foreign Currency Risk

A Company is exposed to foreign currency risk on financial assets and liabilities that are denominated in a currency other than the Canadian dollar. As at January 31, 2022 the Company had no financial assets or liabilities denominated in a currency other than the Canadian dollar.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations as they fall due. The Company’s strategy is to satisfy its liquidity includes using cash on hand and cash flow provided by financing activities. As at January 31, 2022, the Company had current assets of $201,783 (January 31, 2021 - $132,740) to cover current liabilities of $3,117,484 (January 31, 2021 - $1,200,467). The

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

Company's accounts payable and accrued liabilities are due within one year from the date of the statement of financial position.

Fair value

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. As at January 31, 2022, the fair value of the Company’s cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate to their carrying value, which is $193,297, $8,486, and $211,740, respectively.

Fair Value Hierarchy

The Company classifies its fair value measurements with a fair value hierarchy, which reflects the significance of the inputs used in making the measurements as defined in IFRS 13 – Financial Instruments; Fair Value Measurement (“IFRS 13”).

Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs which are supported by little or no market activity.

January 31, 2022		Level One		Level Two	Level Three	Level Three
Cash and cash equivalents	$	193,297	$	-	$	-
Investments		-		-		3,008,974
	$	193,297	$	-	$	3,008,974
January 31, 2021		Level One		Level Two	Level Three
Cash and cash equivalents	$	24,484	$	-	$	-
Investments		-		-		-
	$	24,484	$	-	$	-

There have been no transfers between levels 1, 2 or 3 during the reported periods.

The Company's investments are classified as Level One, Two or Three depending on the inputs utilized to determine the fair value at period or year end.

Investments classified as Level Three consist of the $3,600,000 invested for 3,600,000 shares of Cryptonews and $2,060,520 invested in 2,060,520 shares of Sportclothes. The fair value of the level three assets, determined by a third party valuator, was $3,008,974 and $nil for Cryptonews and Sportclothes respectively, as at January 31, 2022. The Company performed a sensitivity analysis on the carrying value of the Level 3 assets and noted that a 20% decrease would result in a $601,795 decrease in their fair value.

The fair value of Level 3 assets is inherently subjective. Because of the uncertainty of fair value of assets that do not have readily ascertainable market values, management's conclusion of fair value for a financial asset on a date may differ significantly from (1) the fair value conclusions of other knowledgeable market participants and/or (2) prior or subsequently observed transaction prices, including the price paid to acquire, or received to sell, the asset itself.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

The following is the activity of Level 3 assets for the year ended January 31, 2022 during which time the Company completed the COB and became an investment holding company:

		Fair Value,		Additions,
		January 31, 2021		net of Fair Value		Fair Value,
	and	January31,2020		Adjustment		January 31, 2022
Cryptonews	$	-	$	3,008,974	$	3,008,974
Sportclothes		-	$	-		-
	$	-		3,008,974	$	3,008,974

Accounts payable and accrued liabilities are measured at amortized cost which also approximates fair value.

17. Related party transactions and key management compensation

Related parties include the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

During the year ended January 31, 2021 and the year ended January 31, 2022, the Company incurred the following related party transactions:

On April 9, 2020, the Company and European High Growth Opportunities Securitization Fund (the “Fund”) entered into a shares for debt settlement agreement, pursuant to which Fund has agreed to accept 783,000 common shares of the Company (the “Shares”), at a deemed issued price of $1.00 per Share, in full settlement of $783,000 of indebtedness owing to Fund by the Company (the “Debt Settlement”) as described in Note 8.

On June 24, 2020, the Fund advanced a promissory note to The Company in the principal amount of $50,000, which together with interest in the amount 4% is due on August 22, 2020.

On July 1, 2020, the Company entered into a consulting agreement with Fountain Advisors Corp. (“FAC”) to provide office space and interim Chief Executive Officer services (“CEO Services”) to the Company. The Company agreed to pay FAC $5,000 pursuant to the rental of office space at FAC’s facilities, and compensation for CEO Services was set at $5,000 per month, payable monthly, for an indeterminate term, subject to termination on ninety days prior notice by either party. The CEO Services consulting agreement was terminated effective August 10, 2021.

On October 28, 2020, the Fund advanced a promissory note to The Company in the principal amount of $60,000, which together with interest in the amount 4% is due on December 31, 2020.

On December 24, 2020, the Fund advanced a promissory note to the Company in the principal amount of $40,000, which together with interest in the amount 4% is due on February 28, 2021.

On January 26, 2021, the Fund advanced a promissory note to the Company in the principal amount of $29,884, which together with interest in the amount 4% is due on February 28, 2021.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

On March 5, 2021, the Fund advanced a promissory note to the Company in the principal amount of $18,356, which together with interest in the amount 4% is due on October 31, 2021.

On April 9, 2021, the Fund advanced a promissory note to the Company in the principal amount of $55,628, which together with interest in the amount 4% is due on May 31, 2021.

On August 10, 2021, the Company completed a second drawdown pursuant to the Convertible Debenture Agreement with the Fund for gross proceeds of $1,288,000 and the issuance of 460,000 warrants.

On August 10, 2021, the Company entered into a consulting agreement with Gediminas Klepackas to provide part-time Chief Executive Officer services. Compensation is set at $5,000 per month, for an indeterminate term, subject to termination on ninety days prior notice by either party and a payment of 12 months of monthly consulting fees in the event of a change in control.

	For the year ended January 31, 2022 For the year ended January 31, 2021
Salaries and benefits, including bonuses Share-based compensation	115,000 81,416 173,361 30,400
Total	288,361 $ 111,816 $

18. Income Tax

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

	2022	2021
Statutory income tax rate	26.50%	26.50%
	$	$
Loss from operations before recovery of income taxes	(4,691,244)	(155,603)
Expected income tax (recovery) expenses	(1,243,180)	(41,235)
Tax rate changes and other adjustments	-	-
Share based compensation and non-deductible expenses	4,263,457	30,400
Change in tax benefits not recognized	(3,020,277)	10,835
Income tax(recovery) expense	-	-

The Company has a non-capital loss carry forward of approximately $1,907,900 and capital losses of $155,000. The potential benefit of these items has not been recognized in the financial statements.

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Ltd.) Notes to the Condensed Consolidated Financial Statements For the years ended January 31, 2022 and 2021 (in Canadian dollars)

The non-capital loss will expire as follows:

2026	$	48,200
2028		74,500
2029		86,000
2030		157,400
2031		78,500
2033		155,000
2034		78,500
2035		55,300
2036		55,500
2037		61,000
2038		89,600
2039		19,000
2040		181,400
2041		186,000
2042		427,800
	$	1,907,900

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

NOTICE TO READER

Further to the review by the Ontario Securities Commission (" OSC ") of the Company’s continuous disclosure, and a subsequent request from OSC staff in connection therewith, the Company has made corrective disclosure with respect to Management’s discussion and analysis for the year ended January 31, 2022.

Corrective disclosure was requested by OSC staff in connection with the Company’s application to revoke the failure-to-file cease trade order issued by the OSC on June 6, 2022. Corrective disclosure addresses various deficiencies identified under Form 51-102F1 Management’s Discussion & Analysis , including: investment and fair value disclosures, description of business and discussion of operations, overall performance, summary of quarterly results, liquidity and capital resources, transactions between related parties, investments in emerging markets, and cryptocurrency risks.

Introduction

This management's discussion and analysis ("MD&A"), which is current to September 6, 2022, is management's assessment of the operations and the financial results of Tony G Investment Holdings Ltd. ("the "Company"), formerly Braingrid Limited. This MD&A should be read in conjunction with the Company's condensed consolidated financial statements and related notes for the years ended January 31, 2022 and 2021 (the “Financial Statements”), prepared in accordance with International Financial Reporting Standards ("IFRS"). All figures are in Canadian dollars unless stated otherwise.

This discussion contains forward-looking statements that are historical in nature and involves risks and uncertainties. Forward-looking statements are not a guarantee as to the Company's future results as there are inherent difficulties in predicting future results. This MD&A includes, but is not limited to, forward looking statements. Management considers the assumptions on which these forward-looking statements are based to be reasonable at the time the statements were prepared. Accordingly, actual results could differ materially from those expressed or implied in the forward-looking statements.

Caution Note Regarding Forward-Looking Statements

Certain statements contained in this MD&A and in certain documents incorporated by reference in this MD&A, contain “forward-looking information” for the purposes of applicable Canadian securities laws (the “forward-looking statements”). All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements, including those risk factors identified below in the section “Risk Factors. The forward-looking statements in this MD&A speak only as of the date of this MD&A unless an alternative date is specified in such statement. Certain forward-looking statements contained in this MD&A relate to the Company’s ability to continue its business activities and to execute on its business plan as currently anticipated. These forward look-statements as well as the other forward-looking statements contained herein, are based upon certain material assumptions, including the Company’s expectation that its costs will remain consistent with the costs currently anticipated and that financing through equity raises, debt financing or a combination thereof will continue to be available to the Company and on terms anticipated and acceptable to the Company. The risk factors identified in the “Risk Factors” section below may cause such assumptions and/or the forward-looking statements to be untrue.

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company’s ability to predict or control. Please see the “Risk Factors” section included in this MD&A. Readers are cautioned that actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forwardlooking statements contained in this MD&A.

Page 1

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

Description of Business

On October 7, 2021, the Company completed its change of business from a technology issuer to an investment issuer (the “COB”). Prior to the completion of the COB, the Company was an agricultural technology and services company operating through its wholly owned subsidiary, Braingrid Corporation (the “Subsidiary”). Concurrent with the COB, the Company sold the Subsidiary on October 7, 2021.

The Company’s investment objectives are to opportunistically invest in a portfolio of companies operating in the sectors, assist the portfolio companies in the development and growth to the extent possible through the provision of capital, subject to the availability of funding, and financial and operational advice. The Company will opportunistically exit from its portfolio companies, subject to market conditions, but expects the average hold period of an investee company will be 5 – 10 years.

At January 31, 2022, the Company has two portfolio companies, Sportclothes UAB (“Sportclothes”) and News 3.0 Limited (“Cryptonews”).

Operations

Concurrent with the completion of the COB, the company closed the acquisition of its first two investments, a 51% interest in News 3.0 Limited ("Cryptonews") for consideration of 3,600,000 common shares issued at a deemed price of $1 per share, and a 20% interest in Sportclothes UAB ("Sportclothes") for consideration of 2,060,520 shares at a deemed price of $1 per share.

During the year ended January 31, 2022, the activities of Company included, but were not limited to the following activities:

Negotiation and closing of the COB
Monitoring of Cryptonews investment
Monitoring of Sportclothes investment
Review of the capital structure of the Company and discussions with existing funders regarding structure
Review of potential investments

Investment Overview

The Company’s investment portfolio at January 31, 2022 is as follows:

	Investment				Average		Fair Value		Fair Value
Name	Type	%	Location		Cost		January 31, 2022		January 31, 2021
Cryptonews	Equity	51%	Bahamas	$	3,600,000	$	3,008,974		n/a
Sportclothes	Equity	20%	Lithuania	$	2,060,520		nil		n/a
				$	5,660,520	$	3,008,974	$	-

Page 2

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

The components of the Company’s fair value gains or losses is as follows:

The components of the Company’s fair value gains or losses is as follows:
		January 31,
Year ended		2022
Net realized gain on investments	$	-
Reversal of previously recorded undrealized gain on investments on sale		-
Change in unrealized loss on investments held at period end		(2,651,546)
Changed in unrealized foreign excahnge gain on investments		-
Netgain on investment for theperiod		-
Total	$	(2,651,546)

During the year ended January 31, 2022, there was an unrealized loss of $2,651,546 due to unrealized losses of $591,026 and $2,060,520 on its Cryptonews and Sportclothes investments, respectively, based on valuations received from a third-party valuator.

Overview of Sportclothes Investment

Business overview:

Sportclothes is a sports clothing retailer based in Lithuania with both physical and online sales distribution. In fiscal 2022 Sportclothes initiated a completely different strategy as it was forced to sell different products and find new sales channels. During the initial part of the year this strategy was still taking shape and applications to join LYST and Zalando sales channels were processed.

Legal/Political situation:

There are no legal changes in terms of control of trade or business practices for this retail company.

Emerging Market Risks:

There has been no sudden or arbitrary law changes or political instability. The Company doesn’t see any risks at current political status, all democratically elected positions are stable, and no civil unrest is predicted in the foreseeable future.

There have been no legal and regulatory framework changes effecting the retail industry or exports to the foreign markets within the EU, where Sportclothes is exporting to. No such changes are predicted in the foreseeable future.

There has been no risk in the Euro currency stability or the ability to transfer any repatriation of profits to Canadian investors. Banks are operating as usual; asset movement is not restricted in anyway. No such risks are expected in the foreseeable future.

There have been no bribery cases recorded by Sportclothes. In the event there is a bribery case Sportclothes’ policy is to immediately notify the Special Investigation Service of Lithuania.

There has been no case of company nationalization or assets freeze by the government (other than through the bankruptcy process) of Lithuania recorded since Lithuania gained independence in 1990, therefore the Company believes there is no risk of loss of title due to political actions in the foreseeable future.

Page 3

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

Sportclothes Financial Summary (Euro Dollars)

Three Months Ending	Revenue	Expenses	Net Income
January 31, 2022	931,622	974,077	(42,455)
October 31, 2021	1,036,830	1,065,919	(29,089)
July 31, 2021	1,543,160	1,639,462	(96,302)
April 30, 2021	2,390,293	2,150,472	239,821
January 31, 2021	2,227,064	2,238,426	(11,362)
October 31, 2020	3,421,727	3,192,904	228,823
July 31, 2020	1,964,031	1,858,826	105,205
April 30, 2020	2,032,245	2,012,559	19,686

Quarter Ended	Summary of Results
January 31, 2022	Sportclothes continues the brands and sales channels diversification process,
	with mixed results. The launch of new sales channels has not been completed.
October 31, 2021	Sportclothes is instructed by NIKE to stop sell NIKE products on Amazon.
	Sportclothes complies and sales drops 60-70%. Sportclothes tries to diversify
	its operations by cancelling preorders from NIKE, preordering NEW balance,
	UGG and other brands. Sportclothes also diversifies its sales channels by
	applying to sell on the LYST and Zalando platforms and initiates IT integration
	programming.
July 31, 2021	Sportclothes lowers its margin and tries to sell out its NIKE inventory in
	anticipation of NIKE suspending supply to partners who sell production via Ebay
	and Amazon.
April 30, 2021	Sportclothes lowers its margin and tries to sell out its NIKE inventory in
	anticipation of NIKE suspending supply to partners who sell production via Ebay
	and Amazon.
January 31, 2021	Sportclothes lowers its margin and tries to sell out its NIKE inventory in
	anticipation of NIKE suspending supply to partners who sell production via
	Ebay and Amazon.
October 31, 2020	Revenue increased 74% from previous quarter and profitable activity.
July 31, 2020	Sportclothes sales increased 49% from previous quarter but realized a loss.
April 30, 2020	Sportclothes sells mainly NIKE production via its own website, Ebay and
	Amazonplatforms. Revenuegrowingbut losingmoney.

An independent appraiser determined that as at January 31, 2022, the fair market value of Sportclothes was $347,000 on an en bloc basis, based on the adjusted net asset approach. Due to inventory count scope limitations the Company wrote the Sportclothes investment down to $nil during the year ended January 31, 2022, recognizing unrealized loss of $2,060,520 on its Sportclothes investment.

The Company will assess future financial results of Sportclothes and consider if an increase in fair value is warranted at that time.

Overview of New 3.0 Investment

Cryptonews is created and manages a cryptocurrency news and information website www.cryptonews.com.

Page 4

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

2022, the fair market value of Cryptonews was between EUD4,000,000 and EUD7,000,000 on an en bloc basis, with a mid-point of EUD5,500,000, based on the market comparables approach. During the year ended January 31, 2022 the Company recognized an unrealized loss of $591,206 on its Cryptonews investment. Legal situation

Due to high profile bankruptcy of FTX exchange there were recent government crackdown on licensed crypto currency exchanges in the Bahamas, since Cryptonews is not a licensed entity, nor does it invest there are no changes in the legal framework for Cryptonews in during 2022 and no changes in the foreseeable future.

Asset storage

All crypto assets continue to be stored in Cryptonews Custody partner account. Cryptonews cold wallet (Ledger hardware wallet), controlled by the CEO Gediminas Klepackas is used only to distribute the proceeds from monthly payments of Cryptonews assets sold to shareholders of Cryptonews.

All crypto currency assets that are not meant to be distributed are converted by the custody partner and held in the company’s bank account.

Custody agreement

Cryptonews has a cryptocurrency custodial account with Delchain Limited, a company registered as a Financial and Corporate Services Provider, regulated by the Securities Commission of The Bahamas. Also a branch of the Deltec Bank, where Cryptonews has it’s bank account. The custodian account is used for storing cryptocurrency assets and for exchanging them to USD or EUR and sending to its Deltec Bank.

Cryptocurrency risks

At this point the company does not see any risks related to cryptocurrency value, due to the fact that company doesn’t hold any cryptocurrency, other than the few days it takes to distribute proceeds of the monthly payments. Since major stable coin assets are used in this transaction, the risk is further minimized, as they are pegged to the USD right now and don’t show immediate threat of unpegging.

Cryptonews Financial Summary (Euro Dollars)

Three Months Ending	Revenue	Expenses	Income/Cash Flow
February 28, 2022	379,669	372,364	7,305
November 30, 2021	388,910	373,704	15,206
August 31, 2021	194,046	305,762	(111,716)
May 31, 2021	304,517	255,428	49,089
February 28, 2021	155,346	162,990	(7,644)
November 30, 2020	114,552	141,800	(27,248)
August 31, 2020	74,499	124,510	(50,010)
May 31, 2020	60,921	129,850	(68,929)

Page 5

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

Quarter Ended	Summary of Results
February 28, 2022	The quarter is starting to signal a downturn in the market, company is starting to shift planned expenses to be better financially prepared.
November 30 2021	Launched Spanish and Portugal languages, team expanded back to 13 people. Record revenue recorded andquarter ended withprofit.
	A quarter at a loss, due to Market downturn. Investing more money into the project
August 31, 2021	traffic growth. Team reduced to 12 people. Work on establishing Cryptonews in
	Spanish and Portugal languages to reachpotentiallyvast markets.
May 31, 2021	Increases in earnings fuel the team expansion to 13 people. Revenue goal of 100k Eurosper month reached for the first time.
	Team expanded with Sales presence in New York and Head of Marketing in
February 28 2021	Toronto. Market interest in advertising with us is increasing sharply, with cryptocurrency prices going up. First time ever all languages together have reached
	1 Million visitorsper month mark.
November 30 2020	Loss due to investment into growth of the project traffic, languages and social media following.
August 31, 2020	Loss due to investment into growth of the project traffic and social media following.
May 31, 2020	Loss due to investment into growth of the social media following.

Key Developments for the Year Ended January 31, 2022

The Company was not be able to file its audited financial statements and management discussion and analysis for the fiscal year ended January 31, 2022 together with officers’ certificates relating thereto (collectively, the “Annual Filings”) by its deadline of May 31, 2022 (the “Deadline”) allowed by the Ontario Securities Commission (the “OSC”) and other members of the Canadian Securities Administrators for “Issuers” in the Canadian securities industry to complete annual and quarterly statutory filings. On June 6, 2022, the OSC issued a “Cease-Trade Order” prohibiting any trading in the Company’s securities, whether direct or indirect, by anyone in Ontario or in any other province or territory of Canada. On June 10, 2022 in keeping with the Cease-Trade Order, the Canadian Securities Exchange (“CSE”) suspended the Company from trading pursuant to CSE Policy 3. The suspension is considered a Regulatory Halt as defined in National Instrument 23-101 Trading Rules.

On October 7, 2021, the Company started trading on the CSE under the symbol “TONY”.

In conjunction with the completion of the COB and the Company’s resumption of trading on the CSE, the Company sold its wholly owned subsidiary, Braingrid Corporation (the “Subsidiary”). For details with respect to the sale of the Subsidiary please refer to note 15 of the Financial Statements.

On September 28, 2021, the Company received final approval from the Canadian Securities Exchange ("CSE") in respect of the proposed COB from a technology issuer to an investment issuer. Pursuant to the COB the Issuer acquired a 51% interest in Cryptonews for consideration of 3,600,000 common shares issued at a deemed price of $1 per share. The Issuer also acquired a 20% interest in Sportclothes for consideration of 2,060,520 shares at a deemed price of $1 per share.

On August 31, 2021, the Company announced that it had changed its name from Braingrid Limited to Tony G CoInvestment Holdings Ltd.

On August 10, 2021, the Company completed a second drawdown pursuant to the Convertible Debenture Agreement with the Fund for gross proceeds of $1,288,000 and the issuance of 460,000 warrants (the “Second Drawdown”). Promissory notes payable as at August 10, 2021 of $260,000, including the March 5, 2021 and April 9, 2021 promissory notes below were repaid with the gross proceeds of the Second Drawdown.

On May 19, 2021, the Company’s shareholders approved the proposed COB and the sale of the precision agriculture business announced by the Company on November 30, 2020.

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Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

On April 15, 2021, the due dates of the promissory notes advanced to the Company by the Fund during Fiscal 2021 and on March 5, 2021, were extended to May 31, 2021.

On April 9, 2021, the Fund advanced a promissory note to Braingrid in the principal amount of $55,628, which together with interest in the amount of 4% is due on May 31, 2021.

On April 9, 2020, the Company and European High Growth Opportunities Securitization Fund (the "Fund"), a lender to Company, entered into a shares for debt settlement agreement, pursuant to which Fund has agreed to accept 783,000 common shares of the Company (the "Shares"), at a deemed issued price of $1.00 per Share (the “Deemed Share Price”), in full settlement of $783,000 of indebtedness owing to Fund by the Company (the "Debt Settlement"). The Deemed Share Price was determined through negotiations between the Company and the Fund. Upon closing the Debt Settlement, Fund beneficially owned and controlled an aggregate of 889,250 Shares and 14,875,000 Warrants, representing, on a partially diluted basis, approximately 64.05% of the outstanding Shares. There were no ongoing or contractual commitments resulting from the Debt Settlement

Page 7

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

Revenue and Expenses for the Years Ended January 31, 2022 and 2021

		January 31,		January 31,
		2022		2021
Income (loss)
Unrealized loss on investments	$	(2,651,546)	$	-
		(2,651,546)		-
Expenses
Convertible debenture expense		1,170,797		-
Professional fees		211,071		356,082
Accretion expense		267,753		-
Consulting expenses		118,261		64,083
Stock based compensation		173,361		30,400
Office & general		103,252		88,740
Issuance expense		111,767		-
Interest expense		8,738		8,148
Gain on settlement of debt		(575)		(391,850)
Gain on sale of subsidiary		(124,727)		-
Total expenses		2,039,698		155,603
Income tax expense		-		-
Net loss from continuing operations		(4,691,244)		(155,603)
Net loss from discontinued operations		(39,631)		(81,547)
Net loss and comprehensive loss	$	(4,730,875)	$	(237,150)
Lossper share from continuing operations
Net loss per share - basic and diluted	$	(2.50)	$	(0.13)
Weighted average common shares outstanding		1,880,254		1,174,111
Lossper share from discontinued operations
Net loss per share - basic and diluted	$	(0.02)	$	(0.07)
Weighted average common shares outstanding		1,880,254		1,174,111
Lossper share
Net loss per share - basic and diluted	$	(2.52)	$	(0.20)
Weighted average common shares outstanding		1,880,254		1,174,111

Discussion of Operations

Year ended January 31, 2022, compared to year ended January 31, 2021

The Company’s loss from continuing operations was $4,691,244 for the year ended January 31, 2022 (“Fiscal 2022”), with a basic and diluted loss from continuing operations of per share of $2.50. This compares with a loss from continuing operations of $155,603 with a basic and diluted loss per share of $0.13 for the year ended January 31, 2021. The increase in net loss of $4,493,725 was principally because:

Unrealized loss on investments of $2,651,546 during Fiscal 2022 (2021 - $nil). During the year ended January 31, 2022 the Company recognized unrealized losses of $591,026 and $2,060,520 on its Cryptonews and Sportclothes investments, respectively, based on valuations received from a third-party valuator.

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Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

Convertible debenture expense was $ 1,170,797 during Fiscal 2022 (2021 - $nil) reflecting the value of the conversion, warrants and make whole features of the debenture which increased during Fiscal 2022 mainly due the appreciation of the Company’s share price.
Accretion expense was $267,753 (2021 - $nil) due to the recognition of the debt portion of the convertible debenture as it approaches maturity during the fiscal year.
Stock based compensation of $173,361 during Fiscal 2022 (2021 - $30,400).
Gain on settlement of debt of $575 (2021 - $391,850).
The Company realized a gain of $124,727 on the sale of the Subsidiary during Fiscal 2022 (2021 – $nil) which partially offset the above noted expenses.

Selected Quarterly Information


	Q4’22	Q3’22	Q2’22	Q1’22	Q4’21	Q3’21	Q2’21	Q1’21

Revenue	$nil	$1,094	$2,869	$21,823	$22,125	$25,225	$30,416	$36,505
Net income (loss)	(4,023,778)	(398,140)	(108,343)	(200,614)	15,230	(96,911)	(99,829)	(58,161)
Net income (loss) per share – basic and diluted(1)	(2.05)	(0.22)	(0.08)	(0.15)	0.01	(0.07)	(0.07)	(0.07)

(1) On November 13, 2020, the Company consolidated its issued and outstanding common shares on a 1 for 100 basis which resulted in 1,388,417 shares ‐ outstanding post consolidation. All references to common shares, stock options, warrants and loss per share have been adjusted to reflect this change.

Review of quarterly operating results

FY22 – Q4

The Company’s loss from continuing operations of $4,023,778 (2021 -$15,230) for the three months ending January 31, 2022 with a basic and diluted loss of $2.05 per share (2021 – income of $0.01 per share). The 2022 period reflected approximately 2 ½ months of operations as an investment holding company while the 2021 period reflects the operating results of the Company winding down the Subsidiary. The increase in loss for the 2022 period was mainly due to the following:

Unrealized losses of $591,026 (2021 - $nil) and $2,060,520 (2021 - $nil) on its Cryptonews and Sportclothes investments, respectively, based on valuations received from a third-party valuator.
Convertible debenture expense of $1,170,797 (2021 - $nil).

FY22 – Q3

The Company’s net loss totaled $398,140 for the three months ended October 31, 2021 (the “Quarter”), with a basic and diluted loss per share of $0.22. This compares with a net loss of $96,140 with a basic and diluted loss per share of $0.08 for the three months ended October 31, 2020. The increase in net loss of $301,230 was principally because:

Revenue was $1,094 during the Quarter (2020 - $25,225), a decrease of $24,131, mainly due to service & support contract terminations and reduced set-up and integration revenue as contracts expired at the Subsidiary.
Convertible debenture expense was $412,589 during the Quarter (2020 - $nil) due to the increase in value of the conversion feature of the debenture during the Quarter.
Accretion expense was $57,986 (2020 - $nil) due to the recognition of the debt portion of the convertible debenture during the Quarter.
Issuance expense was $85,645 during the Quarter (2020 - $nil) due to the recognition of expenses related to the convertible debenture financing during the Quarter.
Occupancy costs were $nil in the Quarter (2020 – $42,665) due to the expiration of the Subsidiary’s lease in July 2021.
The Company realized a gain of $252,684 on the sale of the Subsidiary during the Quarter which partially offset the above noted expenses.

Page 9

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

FY22 – Q2

The Company’s net loss totaled $108,343 for the three-month period ended July 31, 2021, with basic and diluted loss per share of $0.08. This compares with a net loss of $99,829 with basic and diluted loss per share of $0.08 for the three-month period ended July 31, 2020. The increase in net loss of $8,514 was principally because:

Revenue decreased by $27,547 to $2,869 during the three-month period ended July 31, 2021, compared to revenue of $30,416 for the three-month period ended July 31, 2020, mainly due to service & support contract terminations and reduced set-up and integration revenue as contracts expire.
Professional fees expense decreased by $40,336 in the three-month period ended July 31, 2021, to $26,050 compared to $66,386 of professional fees in the three-month period ended July 31, 2020, reflecting lower legal expenses related to the proposed change of business announced November 30, 2020.
Occupancy costs decreased $10,223 to $17,623 for the three-month period ended July 31, 2021, compared to $27,846 for the three-month period ended July 31, 2020 due to the expiration of the Company’s lease in Toronto, Ontario.
Consulting expense was $28,750 for the three-month period ended July 31, 2021, an increase of $18,750 compared to the three-month period ended July 31, 2020. The increase in consulting expenses is mainly due to temporary cost reductions during the three-month period ended July 31, 2020, some of which were reinitiated after July 31, 2020.
Office and General expenses were $19,187 for the three-month period ended July 31, 2021, an increase of $6,629 compared to the three-month period ended July 31, 2020. The increase in Office & General expenses is mainly due to increased expenses related to the annual general meeting and Proposed COB.
Stock based compensation were $13,600 for the three-month period ended July 31, 2021, an increase of $10,000 compared to the three-month period ended July 31, 2020. The increase in stock based compensation is due to increased expenses related to the recognition of previously granted restricted share units.

FY22 – Q1

The Company’s net loss totaled $232,000 for the three-month period ended April 30, 2021, with basic and diluted loss per share of $0.18. This compares with a net loss of $58,161 with basic and diluted loss per share of $0.07 for the three-month period ended April 30, 2020. The increase in net loss of $173,839 was principally because:

Revenue decreased by $14,682 to $21,823 during the three-month period ended April 30, 2021, compared to revenue of $36,505 for the three-month period ended April 30, 2020, mainly due to reduced set-up and integration revenue as contracts expire.
Professional fees expense increased by $145,739 in the three-month period ended April 30, 2021, to $160,786 compared to $15,047 of professional fees in the three-month period ended April 30, 2020, reflecting higher legal expenses related to the proposed change of business announced November 30, 2020.
Consulting expense were $28,750 for the three-month period ended April 30, 2021, an increase of $23,750 compared to the three-month period ended April 30, 2020. The increase in consulting expenses is mainly due to temporary cost reductions during the three-month period ended April 30, 2020, some of which were reinitiated after April 30, 2020.
Salaries & wages expense decreased $15,000 to $nil for the three-month period ended April 30, 2021, compared to the three-month period ended April 30, 2020. The elimination of payroll expense is due to the former CEO of the Company leaving the firm subsequent to April 30, 2020.

Cash Flow

As at January 31, 2022, the Company had cash and cash equivalents of $193,297 compared to $24,484 as at January 31, 2021. The increase in cash and cash equivalents of $168,813 from January 31, 2021 was mainly due to net proceeds of $1,244,845 from the convertible debenture financing, offset by net cash used in operating activities of $881,409.

Page 10

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

Liquidity & Capital Resources

As at January 31, 2022, the Company had working capital deficit of $2,915,701 compared to a working capital deficit of $1,067,727 as at January 31, 2021. Working capital includes current assets less current liabilities on the Company's statement of financial position. Cash flows used in operations for the year ended January 31, 2022 were $881,409 (2021 - $139,275). During Fiscal 2022, the Company’s net cash provided by financing activities was $1,063,033, (2021 – 193,463) mainly due to the issuance of convertible debentures of $1,244,845.

The Company’s total assets as at January 31, 2022, were $3,210,757 (2021 - $151,505) against total liabilities of $3,117,484 (2021 - $1,236,238). The increase in total assets of $3,059,252 resulted primarily from the acquisition of the Cryptonews and Sportclothes investments, net of any fair market adjustments, and the convertible debenture financing.

As at the date hereof, the Company has no binding commitments for capital expenditures and there are no foreseeable trends or fluctuations affecting the Company’s ability to access capital outside of those normally experienced in the capital markets. Future sources of capital to finance investments and operations include but are not limited to the following:

Existing cash balance of $193,297
Issuance of share capital, subject to market conditions
Disposition of investments
Debt funding, subject to market conditions
Issuance of shares from treasury as consideration for acquisitions

The Company’s objectives when managing its liquidity and capital structure are to generate sufficient cash to fund the Company’s operating and investment requirements.

See “Risk Factors” below and “Caution Note Regarding Forward-Looking Statements” above.

Expected vs. Actual Use of Proceeds

		Amount		Amount
Use of Available Funds	(Estimated)			(Actual)	Difference
Available funds of the issuer	$	3,825,000	$	3,825,000	$	-
Working capital at August 31, 2021(a)	$	477,163	$	477,163	$	-
Working capital next twelve month period(b)	$	317,542	$	347,937	$	30,395
Repayment of promissory note(c)	$	260,000	$	260,000	$	-
Estimated expenses related to future investments/sale of Subsidiary(d)	$	92,000	$	-	$	(92,000)
Portion of Cryptonews Loan to be funded following receipt of CSE final approval(e)	$	200,000	$	-	$	(200,000)
Remaining portion of Cryptonews Loan to be funded pursuan to its terms(f)	$	1,800,000	$	-	$	(1,800,000)
Investor relations(g)	$	36,000	$	-	$	(36,000)
Unallocated funds (as at January 31, 2022)(h)	$	642,295	$	2,739,900	$	2,097,605

a) No change.
b) No material change.
c) No change.
d) The Company did not incur any additional costs related to future investments or the sale of a subsidiary, except as noted above.
e) The Cryptonews loan was not funded, News 3.0 determined that it did not need additional capital.
f) The Cryptonews loan was not funded, News 3.0 determined that it did not need additional capital.

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Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

g) The Company came to the decision that it did not need to invest in investor relations at this stage of its development.

h) Unallocated funds are higher mainly due to the decision not to fund Cryptonews in “e” and “f”.

Disclosure of Outstanding Share Data

As at January 31, 2022, the Company had outstanding 7,129,698 Shares (unlimited authorized), 391,059 options outstanding, of which all have vested, 621,250 warrants to acquire Shares and 4,500 restricted share units.

Changes in Accounting Policies including Initial Adoption

The Company did not adopt any new accounting policies in the quarter, with the exception that concurrent with the completion of the COB, the Company no longer consolidates its subsidiaries and accounts for its investments at fair value, pursuant to IFRS 10. For more information, please see note 3 of the Financial Statements.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Proposed Transactions

There were no proposed transactions as of the date of this MD&A other than the proposed sale of the Company’s investment in Cryptonews.

Transactions with Related Parties

For details with respect to the Company’s transactions with related parties please refer to note 17 of the Financial Statements.

Risk Factors

Dependence on Key Executives

The performance of the Company will depend heavily on its ability to retain the services of management and to recruit, motivate and retain further suitably skilled personnel. The loss of the services of key individuals may have an adverse effect on the business, operations, customer relationships and results of the Company.

Ability to access public and private capital

The Company has historically, and continues to have, access to both public and private capital in order to support its continuing operations. However, there can be no assurance that additional financing will be available to the Company when needed or on terms which are acceptable.

If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of holders of the Company Shares. 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 Company to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Page 12

Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

Conflicts of Interest

Certain of the directors and officers of the Company are also directors and officers of other companies or are engaged and will continue to be engaged in activities that may put them in conflict with the business strategy of the Company. In addition, the Executive Chairman, CEO, and a Director of the Company, Antanas Guoga, Gediminas Klepackas and Gregory Pepin, respectively, are shareholders of Cryptonews, a portfolio investment of the Company. Antanas Guoga is also a shareholder in Sportclothes, also a portfolio investment of the Company. All decisions to be made by such directors and officers involving the Company are required to be made in accordance with their duties and obligations to act honestly and in good faith with a view to the best interests of the Company. In addition, such directors and officers are required to declare their interests in, and such directors are required to refrain from voting on, any matter in which they may have a material conflict of interest.

Investments in Foreign Jurisdictions

The Issuer holds investments in companies located or operating in Lithuania and the Bahamas. The Issuer may in the future hold investments in other countries outside of Canada. Such foreign jurisdictions may have laws, customs, business culture, language, and politics which differ markedly from Canada. While the Issuer will not itself be carrying on operations in any foreign jurisdiction, and so is not required to comply with the laws and regulations of such jurisdictions, it is aware of the risks associated with holding investments in companies operating in foreign jurisdictions.

The economies of emerging market countries have been and may continue to be adversely affected by economic conditions in the countries with which they trade. The economics of such emerging market countries may experience adverse economic conditions. The economies of emerging market countries may also be predominantly based on only a few industries or dependent on revenues from particular commodities. In addition, custodial services and other investment-related costs may be more expensive in emerging markets than in many developed markets, which could reduce the Issuer’s income from securities or debt instruments of emerging market country issuers.

There is a heightened possibility of imposition of withholding taxes on interest or dividend income generated from emerging market securities. Governments of emerging market countries may engage in confiscatory taxation or expropriation of income and/or assets to raise revenues or to pursue a domestic political agenda. In the past, emerging market countries have nationalized assets, companies and even entire sectors, including the assets of foreign investors, with inadequate or no compensation to the prior owners. There can be no assurance that the Issuer will not suffer a loss of any or all of its investments or, interest or dividends thereon, due to adverse fiscal or other policy changes in emerging market countries.

Governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector. In some cases, the government owns or controls many companies, including some of the largest in the country. Accordingly, government actions could have a significant effect on economic conditions in an emerging country and on market conditions, prices and yields of securities in the Issuer’s portfolio.

Bankruptcy law and creditor reorganization processes may differ substantially from those in Canada, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain emerging market countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. In addition, it may be impossible to seek legal redress against an issuer that is a sovereign state.

Also, because publicly traded debt instruments of emerging market issuers represent a relatively recent innovation in the world debt markets, there is little historical data or related market experience concerning the attributes of such instruments under all economic, market and political conditions.

Other heightened risks associated with emerging markets investments include without limitation:

(i) risks due to less social, political and economic stability, including the risk of war, terrorism, nationalization, limitations on the removal of funds or other assets, or diplomatic developments that affect investments in these countries;

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Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

(ii) the smaller size of the market for such securities and a lower volume of trading, resulting in a lack of liquidity and in price volatility;
(iii) certain national policies which may restrict the Issuer’s investment opportunities, including restrictions on investing in issuers or industries deemed sensitive to relevant national interests and requirements that government approval be obtained prior to investment by foreign persons;
(iv) certain national policies that may restrict the Issuer’s repatriation of investment income, capital or the proceeds of sales of securities, including temporary restrictions on foreign capital remittances;
(v) the lack of uniform accounting and auditing standards and/or standards that may be significantly different from the standards required in Canada;
(vi) less publicly available financial and other information regarding issuers; (vii) potential difficulties in enforcing contractual obligations; and
(vii) higher rates of inflation, higher interest rates and other economic concerns. The Issuer may invest to a substantial extent in securities of its investee entities that are denominated in the domestic currency, subjecting the Issuer to a greater degree of foreign currency risk.

Legal principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities and shareholders’ rights may differ from those that may apply in other jurisdictions. Shareholders’ rights may not be as extensive as those that exist under the laws of Canada. The Issuer may therefore have more difficulty asserting its rights as a shareholder of an investee in an emerging market than it would as a shareholder of a comparable Canadian company. Laws relating to the enforcement of foreign judgments and arbitral awards may not exist or provide for broad exceptions. Securities laws in many emerging markets countries are relatively new and unsettled. In addition, government approval may be required to repatriate certain amounts relating to restricted capital account transactions, such as indemnity payments by Investee companies.

As reflected in the above discussion, investments in emerging market securities involve a greater degree of risk than, and special risks in addition to the risks associated with, investments in domestic securities or in securities of foreign developed countries.

Cryptocurrencies Risk

The Company may have portfolio companies (the " Portfolio Company ") that hold or transact in cryptocurrencies. Cryptocurrency prices are affected by various forces including global supply and demand, interest rates, exchanges rates, inflation or deflation and political and economic conditions. Further, cryptocurrencies have no underlying backing or contracts to enforce recovery of invested amounts. The profitability and therefore value of the Portfolio Company is related to the current and future market price of cryptocurrencies; in addition, the Portfolio Company may not be able to liquidate its inventory of cryptocurrencies at its desired price if necessary. Investing in cryptocurrencies is speculative, prices are volatile, and market movements are difficult to predict. Supply and demand for such currencies change rapidly and are affected by a variety of factors, including regulation and general economic trends.

Cryptocurrencies have a limited history; their fair values have historically been volatile, and the value of cryptocurrencies held by the Portfolio Company could decline rapidly. A decline in the market prices of cryptocurrencies could negatively impact the Portfolio Company's future operations. Historical performance of cryptocurrencies is not indicative of their future performance.

Many cryptocurrency networks are online end-user-to-end-user networks that host a public transaction ledger (blockchain) and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many cryptocurrency transactions, the recipient or the buyer must provide its public key, which serves as an address for a digital wallet, to the seller. In the data packets distributed from cryptocurrency software programs to confirm transaction activity, each party to the transaction user must sign transactions with a data code derived from entering the private key into a hashing algorithm, which signature serves as validation that the transaction has been authorized by the owner of the cryptocurrency. This process is vulnerable to hacking and malware and could lead to theft of the Portfolio Company’s digital wallets and the loss of the Company’s cryptocurrency.

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Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

Cryptocurrencies are loosely regulated and there is no central marketplace for exchange. Supply is determined by a computer code, not a central bank. Additionally, exchanges may suffer from operational issues, such as delayed execution, which could have an adverse effect on the Company.

The cryptocurrency exchanges on which a Portfolio Company may trade on are relatively new and, in many cases, largely unregulated, and therefore may be more exposed to fraud and failure than regulated exchanges for other assets. Any financial, security, or operational difficulties experienced by such exchanges may result in an inability of the Portfolio Company to recover money or cryptocurrencies being held on the exchange. Further, the Portfolio Company may be unable to recover cryptocurrencies awaiting transmission into or out of the exchange, all of which could adversely affect the value of an investment in the Portfolio Company. Additionally, to the extent that the digital asset exchanges representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges' failures may result in loss or less favorable prices of cryptocurrencies, or may adversely affect the Portfolio Company, its operations, and its investments.

Furthermore, crypto-exchanges engage in commingling their client's assets in exchange wallets. When crypto-assets are commingled transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is a risk around the occurrence of transactions or existence of period end balances represented by exchanges.

Concentration Risk

The Company is a nascent investment management company and subsequent to the sale of Cryptonews, only has one investment. Until the Company builds a diversified investment portfolio, its portfolio may consist of a low number of companies in which disproportionate amount of its investment capital may be allocated to a single or a small number of the total investments. This may expose the Company to concentration risk; the potential for a loss in value of its entire investment portfolio due to a realized or unrealized loss on an individual or small number of investment(s) that has a disproportionate (concentrated) amount of capital invested in it.

Litigation

The Company may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved be determined against the Company such a decision could adversely affect the Company's ability to continue operating and the market price for the Company Shares and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant resources that could have a material adverse impact on day-to-day operations of the business.

Dividends

the Company has no profit or dividend record and does not anticipate paying any dividends on the Company Shares in the foreseeable future. Dividends paid by the Company would be subject to tax and, potentially, withholdings.

Share Price Volatility

The market price of the Company Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Company and its subsidiaries, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Company and its subsidiaries, general economic conditions, legislative changes, and other events and factors outside of the Company's control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Company Shares.

Limited Market for Securities

There can be no assurance that an active and liquid market for the Company Shares will develop or be maintained, and an investor may find it difficult to resell any securities of the Company.

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Tony G Co-Investment Holdings Ltd. (formerly Braingrid Limited) Management’s Discussion & Analysis For the Years Ended January 31, 2022 and 2021 Discussion dated: September 6, 2022

Covid-19 Pandemic

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in the World Health Organization declaring this virus a global pandemic in March 2020. Governments around the world have enacted emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing and closure of businesses have caused material disruption to businesses resulting in an economic slowdown. Governments and central banks have responded with significant monetary and fiscal interventions designed to stabilize the financial markets. A critical estimate for the Company is to assess the impact of the pandemic on the recoverability of its accounts receivable as well as the availability of future financing in assessing the going concern assumption. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.

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Tony G Co-Investment Holdings Ltd.

Financial Statements For years ended January 31, 2023 and 2022

(Expressed in Canadian Dollars)

Mao & Ying LLP CHARTERED PROFESSIONAL ACCOUNTANTS

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Tony G Co-Investment Holding Ltd.

Opinion

We have audited the financial statements of Tony G Co-Investment Holding Ltd. (the “Company”), which comprise the statements of financial position as at January 31, 2023 and 2022, and the statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

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

Material Uncertainty Related to Going Concern

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matter described below to be the key audit matter to be communicated in this report:

Valuations of Investments in Private Entities

As more fully described in Notes 3 and 5 to the financial statements, the Company has considered itself as an investment entity and has applied exemption of IFRS 10 Consolidation not to consolidate a subsidiary when entity is an investment entity when it obtains control of another entity, and instead, an investment entity shall measure an investment in subsidiary at fair value through profit or loss in accordance with IFRS 9. During and as at January 31, 2023, the Company has an 51% equity investment in News 3.0 Limited and 20% equity investment in Sportclothes UAB, both of these investments are valued at fair value through profit or loss and estimates and judgements are involved in determination the fair value.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures included, among others:

Reviewed management assessment of meeting criteria of investment entity; and
Reviewed valuation techniques and assumptions used by management to determine the fair value of investment.

1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2 Telephone: 778-379-8518 Fax: 778-379-8502

Other information

Responsibilities of Management and Those Charged with Governance for the financial statements

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

Auditor’s responsibilities for the Audit of the Financial Statements

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

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

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

Vancouver, Canada, June 23, 2023

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Chartered Professional Accountants

Tony G Co-Investment Holdings Ltd. Statements of Financial Position As at January 31, 2023 and January 31, 2022 (in Canadian dollars)

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January 31, January 31,
Note 2023 2022
Assets
Current assets:
Cash and cash equivalents $ 1,639,441 $ 193,297
Other current assets 4 13,000 8,486
1,652,441 201,783
Investments 5 1,257,000 3,008,974
$ 2,909,441 $ 3,210,757
Liabilities and shareholders' equity (deficit)
Current liabilities:
Accounts payable and accrued liabilities 6 $ 502,033 $ 211,740
Convertible debenture 7 1,288,000 421,045
Derivative liability 7 132,838 2,288,472
Provision for liquidity incentive 8 196,227 196,227
$ 2,119,098 $ 3,117,484
Shareholders' equity (deficit):
Share capital 7,9 11,655,056 11,651,101
Share-based payment reserve 11 1,512,516 1,365,438
Warrants reserve 12 522,266 522,266
Accumulated deficit (12,899,495) (13,445,532)
$ 790,343 93,273
$ 2,909,441 $ 3,210,757
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Signed on behalf of the Board

“Antanas Guoga” Chairman

“Gediminas Klepackas” Director

The accompanying notes are an integral part of these financial statements

Tony G Co-Investment Holdings Ltd. Statements of Income (Loss) and Comprehensive Income (Loss) For the years ended January 31, 2023 and 2022 (in Canadian dollars)

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Year ended
January 31, January 31,
Note 2023 2022
Income (loss)
Fair value adjustment on investments $ (27,390) $ (2,651,546)
(27,390) (2,651,546)
Expenses
Accretion expense 866,955 267,753
Interest expense 260,268 8,738
Stock based compensation 11,15 147,078 173,361
Consulting expenses 126,478 118,261
Professional fees 123,184 211,071
Office & general 58,244 103,252
Fair value adjustment on derivative liability (2,155,634) 1,170,797
Issuance expense - 111,767
Gain on settlement of debt - (575)
-
Gain on sale of subsidiary (124,727)
Total expenses (573,427) 2,039,698
Net income (loss) from continuing operations 546,037 (4,691,244)
Net income (loss) from discontinued operations - (39,631)
Net income (loss) and comprehensive loss $ 546,037 $ (4,730,875)
Income (loss) per share from continuing operations
Net income (loss) per share - basic and diluted 10 $ 0.14 $ (2.50)
Weighted average common shares outstanding 3,854,078 1,880,254
Income (loss) per share from discontinued operations
Loss per share - basic and diluted $ - $ (0.02)
Weighted average common shares outstanding 3,854,078 1,880,254
Net income (loss) per share
Net income (loss) per share - basic and diluted $ 0.14 $ (2.52)
Weighted average common shares outstanding 3,854,078 1,880,254
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Nature of operations (Note 1)

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements	Balance, January 31, 2023 7,133,398 11,655,056 $ 1,512,516 $ 522,266 $ (12,899,495) $ $790,343	Stock based compensation 11 - - 147,078 - - 147,078 Shares issued for settlement of debt 3,700 3,955 - - - 3,955 Net income and comprehensive income for theyear - - - - 546,037 546,037	Balance, January 31, 2022 7,129,698 11,651,101 $ 1,365,438 $ 522,266 $ (13,445,532) $ $93,273	Stock based compensation 11 - - 173,361 - - 173,361 Shares issued for investments 9 5,660,520 5,660,520 - - - 5,660,520 Shares issued for sale of subsidiary 80,761 75,000 - - - 75,000 Net loss and comprehensive loss for theyear - - - - (4,730,875) (4,730,875)	Balance, January 31, 2021 1,388,417 5,915,581 $ 1,192,077 $ 522,266 $ (8,714,657) $ ($1,084,733)	Note Number of Tony G Co-Investment Holdings Ltd. Common Shares Amount Share-based payment reserve Warrant reserve Deficit Total Share Capital	Tony G Co-Investment Holdings Ltd. Statements of Changes in Equity (Deficiency) For the years ended January 31, 2023 and 2022 (in Canadian dollars)

Tony G Co-Investment Holdings Ltd. Statements of Cash Flows For the years ended January 31, 2023 and 2022 (in Canadian dollars)

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Year ended
January 31, January 31,
2023 2022
Operating Activities
Net income (loss) for the year $ 546,037 $ (4,691,244)
Adjustment for:
Fair value adjustment of derivative liability (2,155,634) 1,170,797
Unrealized (gain) loss on investment 27,390 2,651,546
Accretion 866,955 267,753
-
Non-cash portionof issuance expense 26,122
Stock based compensation 147,078 173,361
-
Gain on disposal of Subsidiary (30,996)
Net change in non-cash working capital:
Accounts receivable (4,514) 5,165
-
Prepaid expenses and sundry assets 26,771
Accounts payable and accrued liabilities 294,248 (480,683)
Net cash used in operating activities $ (278,440) $ (881,408)
Financing activities
-
Advance from subsidiary 1,724,584
-
Repayment of promissory note (net) (181,812)
Proceeds from issuance of debentures, net of costs - 1,244,845
Net cash provided by financing activities $ 1,724,584 $ 1,063,033
Cash flow from continuing operations 1,446,144 181,625
-
Cash flow from discontinued operations (12,812)
Cash, beginning of year 193,297 24,484
Cash, end of period $ 1,639,441 $ 193,297
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The accompanying notes are an integral part of these financial statements

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

1. Nature of operations

The Company obtained final approval for the Transaction from the Exchange on December 28, 2018 and started trading on the Canadian Securities Exchange under the symbol “BGRD”.

On May 19, 2021, the Company’s shareholders approved the COB and the sale of Braingrid Corporation (the “Subsidiary”).

On August 31, 2021, the Company announced that it had changed its name from Braingrid Limited to Tony G Co-Investment Holdings Ltd.

On September 28, 2021, the CSE approved the COB and on October 7, 2021 the Company began trading on the CSE under the symbol “TONY”.

The financial year end of the Company is January 31[st] .

These annual financial statements were approved by the Company’s board of directors on June 23, 2023.

2. Basis of preparation

Statement of compliance

The Company prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”) using the accounting policies described herein as issued by International Accounting Standards Board (“IASB”). The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

Going concern assumption

These financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. 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 financial statements. Such adjustments could be material. It is not possible to predict whether the company will be able to raise adequate financing or to ultimately attain profitable levels of operations. These conditions indicate the existence of material uncertainties that may cause significant doubt about the Company’s ability to continue as a going concern. Changes in future conditions could require material write downs of the carrying values.

The Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $12,899,495 as at January 31, 2023 (January 31, 2022 - $13,445,532). The recoverability of the carrying value of the assets and the Company’s continued existence is dependent upon the achievement of profitable operations, or the ability of the Company to raise alternative financing. While management has historically been successful in raising the necessary capital, it cannot provide assurance that it will be able to execute on its business strategy or be successful in future financing activities. As at January 31, 2023, the Company had current assets of $1,652,441 (January 31, 2022 - $201,783) to cover current liabilities of $2,119,098 (January 31, 2022 - $3,117,484).

3. Significant Accounting Policies

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

Basis of measurement

The financial statements have been prepared on the historical cost basis except as otherwise noted.

Basis of consolidation

Status as investment entity

The Company has determined that it meets the definition of an Investment Entity as at January 31, 2023 and 2022 pursuant to paragraph 27 of IFRS 10, as below:

a) Obtain funds from one or more investors for the purpose of providing those investor(s) with investment management services;
b) Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both ;
c) Measures and evaluates the performance of substantially all its investments on a fair value basis.

As a result of meeting the criteria of an Investment Entity, subsidiaries which otherwise would have been consolidated, specifically News 3.0 Limited (“Cryptonews”), are carried at fair value.

Functional currency

The Company’s financial statements are presented in Canadian Dollars, which is also the reporting and functional currency of the Company.

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

Segmented reporting

Income taxes

Current tax

Deferred tax

Deferred tax is recognized on any 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 earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized, and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in profit or loss, comprehensive income, or loss or in equity depending on the item to which the adjustment relates.

Foreign currency translation

Share-based compensation

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

life of the share-based payment, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based compensation are disclosed in the notes to the financial statements.

Financial Instruments

IFRS 9 contains three principal classifications for financial assets: measured at amortized cost, fair value through other comprehensive income (“FVOCI”) and fair value through profit or loss (“FVTPL”). Classification of financial assets under IFRS 9 is generally based on a business model and its contractual cash flow characteristics.

The following table shows the classification categories under IFRS 9 for each class of the Company’s financial assets and financial liabilities.

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Financial assets and liabilities IFRS 9
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Financial assets and liabilities	IFRS 9
Cash and cash equivalents	FVTPL
Accounts receivable	Amortized cost
Investments	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Convertible debenture	Amortized cost
Derivative liability	FVTPL
Provision for liquidity incentive	Amortized cost

Financial assets

Recognition and initial measurement

Classification and subsequent measurement

On initial recognition, financial assets are classified and subsequently measured at amortized cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”). The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.

Financial assets are classified as follows:

Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of accounts receivable.
Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income.

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

Fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets classified at fair value through profit or loss are comprised of cash and cash equivalents and investments.

Impairment

Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

Derecognition of financial assets

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

Financial liabilities

Recognition and initial measurement

Classification and subsequent measurement

Derecognition of financial liabilities

The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled, or expire.

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

Investments

Investment in controlled subsidiaries

Public investments

Private investments

All privately held investments are initially recorded at the transaction price, being the fair value at the time of acquisition. Thereafter, at each reporting period, the fair value of an investment may, depending upon the circumstances, be adjusted using one or more of the valuation indicators described below. Private investments, if any, are included in Level 3 in Note 13. The determinations of fair value of the Company’s privately held investments at other than initial cost is subject to certain limitations. Financial information for private companies in which the Company has investments may not be available and, even if available, that information may be limited and/or unreliable. Use of the valuation approach described below may involve uncertainties and determinations based on the Company’s judgment and any value estimated from these techniques may not be realized or realizable.

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

The fair value of a privately held investment may be adjusted if:

a) there has been a significant subsequent equity financing provided by outside arm’s length investors, at a valuation above or below the current value of the investee company, in which case the fair value of the investment is set to the value at which that financing took place;
b) there has been significant corporate, political, or operating events affecting the investee company that, in management’s opinion, have an impact on the investee company’s prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management’s judgment and any value estimated may not be realized or realizable;
c) the investee company is placed into receivership or bankruptcy;
d) based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern;
e) receipt/denial by the investee company of environmental, mining, aboriginal or similar approvals, which allow the investee company to proceed/prohibit with its project(s); and
f) important positive/negative management changes by the investee company that the Company’s management believes will have a very positive/negative impact on the investee company’s ability to achieve its objectives and build value for shareholders.

Investment Income (Loss)

Interest income is recorded on an accrual basis when reasonable assurance exists regarding measurement and collectability.

Discontinued Operations

Earnings (loss) per share

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

Critical accounting judgement and estimates

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Going concern

These financial statements have been prepared in accordance with IFRS on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business within the foreseeable future. Management uses judgment in determining assumptions for cash flow projections, such as anticipated financing, anticipated sales, and future commitments to assess the Company’s ability to continue as a going concern. A critical judgment is that the Company continues to raise funds going forward and satisfy their obligations as they become due.

Fair value on investments

Accounting standards implemented as of February 1, 2022

During the year ended January 31, 2023, the Company adopted a number of amendments and improvements of existing standards. These included IAS 16 and IAS 37. These new standards and changes did not have any material impact on the Company’s financial statements.

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods beginning on or after January 1, 2023 or later periods. Many are not applicable or do not have a significant impact to the Company and have been excluded below. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

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.

IAS 8 - IAS 8 – In February 2021, the IASB issued ‘Definition of Accounting Estimates’ to help entities distinguish between accounting policies and accounting estimates. The amendments are effective for year ends beginning on or after January 1, 2023.

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

4. Other current assets

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January 31, 2023 January 31, 2022
HST receivable $ - $ 8,486
Prepaid expenses 13,000 -
Total accounts receivable $ 13,000 $ 8,486
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5. Investments

The Company's investments in equity instruments are classified as FVTPL and are carried at fair value. The detail is as follows:

		January 31,	January 31,		January 31,	January 31,
Investment	Quantity		2023	Quantity		2022
News 3.0 Limited (Cryptonews) (a)	3,600,000	$	1,257,000	3,600,000	$	3,008,974
Sportclothes UAB(b)	2,060,520		nil	2,060,520		nil
Total		$	1,257,000		$	3,008,974

(a) During the year ended January 31, 2022 the Company acquired 51% of Cryptonews for consideration of 3,600,000 shares of Company at a deemed price of $1 per share. An independent appraiser determined that as at January 31, 2022, the fair market value of Cryptonews was between EUD4,000,000 and EUD7,000,000 on an en bloc basis, with a mid-point of EUD5,500,000, based on the market comparables approach. During the year ended January 31, 2023 the Company recognized an unrealized loss of $83,225 (2022 - loss of $591,206) on its Cryptonews investment.

On September 12, 2022, Cryptonews sold 100% of its assets (the "Assets") that were doing business as Cryptonews.com.

As consideration for the Assets, News 3.0 received US$2,500,000 on closing and US$2,000,000 to be paid in twelve monthly payments of US$166,666, which may be paid in cryptocurrencies, beginning October 12, 2022 (the “Consideration Receivable”). The Cryptonews.com domain is held in escrow and will be transferred to the buyer upon Consideration Receivable is paid in full. Cryptonews intends to distribute all proceeds to its respective shareholders and wind up the business.

During the year ended January 31, 2023, the Company received an advance from Cryptonews of US$1,250,000 (approximately $1,724,584) from the consideration paid at closing (the “Advance”). The Advance is non-interest bearing, unsecured.

As at January 31, 2023, the Company estimated the fair value of its investment in Cryptonews net of the Advance is $1,257,000 based on the net assets approach, The Advance will be forgiven upon Cryptonews declaration the distribution.

(b) During the year ended January 31, 2022 the Company acquired 20% of Sportclothes for consideration of 2,060,520 shares of Company at a deemed price of $1 per share. An independent appraiser determined that as at January 31, 2022, the fair market value of Sportclothes was $347,000 on an en bloc basis, based on the adjusted net asset approach. Due to inventory count scope limitations the Company wrote the Sportclothes investment down to $nil during the year ended January 31, 2022, recognizing a loss of $2,060,520 on its Sportclothes investment. The Company determined the fair value of investments in Sportclothes remains $nil as at January 31, 2023.

6. Accounts payable and accrued liabilities

		January 31, 2023		January31,2022
Accounts payable	$	59,242	$	77,506
Accrued liabilities		442,791		134,234
Total accounts receivable	$	502,033	$	211,740

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

7. Convertible debt

On June 11, 2019, the Company and the European High Growth Opportunities Securitization Fund (the "Fund") entered into an unsecured convertible debenture agreement (the “Convertible Debenture Agreement”) by way of a subscription agreement for aggregate loan proceeds of up to $5,100,000. On June 14, 2019, the Company closed the first drawdown of the Convertible Debenture Agreement and received a total of $850,000 (the “First Drawdown”). The First Drawdown was fully settled during the year ended January 31, 2021.

On August 10, 2021, the Company completed a second drawdown pursuant to the Convertible Debenture Agreement for gross proceeds of $1,288,000 (the “Second Drawdown”). The Second Drawdown matures August 10, 2022 and has a 0% rate of interest. The Second Drawdown also included the issuance of 460,000 Facility Warrants with an exercise price of $0.56 expiring on August 10, 2026. The Company calculated the fair value of the derivative liability components to be $1,117,675 and therefore, $170,325 was assigned to the host debt component. The embedded derivative conversion feature liability and warrant liability were separated from its host contract on the basis of its stated terms and initially measured at fair value using the Black-Scholes model. The embedded make whole provision derivative liability was separated from its host contract on the basis of its stated terms and initially measured at fair value using the Monte-Carlo model. with the host debt contract being the residual amount after separation of conversion feature liability, warrant liability and the make whole provision derivative liability.

At January 31, 2022, the Company calculated the fair value of $1,725,898 for the embedded derivative conversion option liability using the Black-Scholes pricing model with the following assumptions: a share price of $1.10, an exercise price of $0.56, a volatility of 201%, an expected life of 0.52 year, a dividend yield of 0%, and a risk -free interest rate of 0.70%. The Company calculated the fair value of $485,174 for the warrant liability using the Black-Scholes pricing model with the following assumptions: a share price of $1.10, an exercise price of $0.56, a volatility of 201%, an expected life of 3.53 years, a dividend yield of 0%, and a risk -free interest rate of 0.70%. The Company calculated the fair value of $77,400 for the embedded make whole provision derivative liability using the Monte Carlo pricing model with the following assumptions: a share price of $1.10, a volatility of 201.00%, and an expected life of 0.52 years.

At January 31, 2023, the fair value of the embedded derivative conversion option liability and embedded make whole provision derivative liability was $nil, as the conversion rights had not been exercised by its expiry date, August 10, 2022. The Company calculated the fair value of $132,838 for the warrant liability using the BlackScholes pricing model with the following assumptions: a share price of $0.31, an exercise price of $0.56, a volatility of 191%, an expected life of 3.53 years, a dividend yield of 0%, and a risk -free interest rate of 3.91%.

As at January 31, 2023 the Company has not repaid the principal amount of the Second Drawdown pursuant to the Convertible Debenture Agreement and the Company has accrued default interest of $260,268 in the accounts payable and accrued liabilities (Notes 6 and 17).

8. Provision for liquidity incentive

On February 13, 2018 and April 9, 2018, Braingrid Corporation, a former subsidiary of the Company that was disposed of fiscal 2022, closed a 6,668,000 unit offering (the “Offering”) at a price of $0.40 per unit (“Unit”) for gross proceeds of $2,667,200. Each Unit also included a liquidity incentive which requires the issuer to pay the

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

holders of the units a penalty equal to 1% per month (pro-rated for partial months), subject to a maximum liquidity incentive payment equal, in the aggregate, to 12% of the aggregate purchase price paid for the Units paid by the unit holder. The liquidity incentive was payable if Braingrid Corporation did not commence trading by a particular date in accordance with the unit issuance agreement.

On October 11, October 22, October 26, 2018 and December 10, 2018 Braingrid Corporation completed a nonbrokered private placement of an aggregate of 1,864,400 units (the "Fall Offering") at a price of $0.80 per unit (a “Fall Unit”) for gross proceeds of $1,491,520. Each Fall Unit included a liquidity incentive which requires the Company to pay the holders of the units a penalty equal to 1% per month (pro-rated for partial months), subject to a maximum liquidity incentive payment equal, in the aggregate, to 12% of the aggregate purchase price paid for the Units paid by the unit holder. The liquidity incentive was payable if Braingrid Corporation did not commence trading by a particular date in accordance with the unit issuance agreement.

The Company commenced trading on December 28, 2018. For the year ended January 31, 2019, the Company calculated the fair value of the liquidity incentive liability to be $196,227.

9. Share capital

Authorized share capital:

Unlimited number of common shares, no par value, one vote per common share.

Issued share capital

At January 31, 2023, there were 7,133,398 issued and fully paid common shares (January 31, 2022 – 7,129,698), of which, 2,700,166 common shares were held in escrow, pursuant to the NP46-201 Escrow Agreements dated December 19, 2018 and August 11, 2021 (January 31, 2022 – 4,050,249).

Issuance of share capital

On February 28, 2022, the Company issued 3,700 common shares at a deemed price of $1.07 per share pursuant to the settlement of debt.

On October 15, 2021, the Company issued 80,761 common shares at a deemed price of $0.9287 per share pursuant to the sale of the Subsidiary by the Company.

On September 28, 2021, the Company received final approval from the Canadian Securities Exchange ("CSE") in respect of its previously announced change of business transaction ("COB") from a technology issuer to an investment issuer. Pursuant to the COB the Issuer acquired a 51% interest in News 3.0 Limited ("Cryptonews") for consideration of 3,600,000 common shares issued at a deemed price of $1 per share. The Issuer also acquired a 20% interest in Sportclothes UAB ("Sportclothes") for consideration of 2,060,520 shares at a deemed price of $1 per share.

10. Income (loss) per share

0. Income (loss) per share
		For the		For the
		year ended		year ended
		January 31, 2023		January 31, 2022
Numerator
Net income (loss) for continuing operations	$	546,037	$	(4,691,244)
Denominator
Weighted average shares-basic		3,854,078		1,880,254
Denominator fordilutedincome (loss) pershare		3,854,078		1,880,254
Net income(loss) per share - basic and diluted	$	0.14	$	(2.50)

For the above mentioned periods, the Company had securities outstanding which could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would have been antidilutive. Common shares escrowed pursuant to the NP46-201

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

Escrow Agreement dated December 19, 2018 and August 11, 2021 are excluded from the number of outstanding common shares.

11. Share-based payments

a) Stock options outstanding

The continuity of the issuance of stock options is as follows:

	Number of	Weighted Avg
	Options	Exercise Price
Balance January 31, 2021	33,559	$7.02
Options issued	357,500	$0.92
Options terminated	-	-
Options exercised	-	-
Balance January 31, 2022 and January 31, 2023	391,059	$1.44

During the year ended January 31, 2023, the Company issued nil stock options, no options were terminated, and no options were exercised (2022-$nil). During the year ended January 31, 2023, the Company received proceeds of $nil due to the exercise of stock options (2022 - $nil).

Expected dividend yield	0.0%
Expected annual volatility	201.2%
Risk-free interest rate	1.56%
Expected average life	5 years
Share price	$0.85

As at January 31, 2023, details of the issued and outstanding stock options are as follows:

	Weighted Average
	Remaining		Number of Options	Number of
	Contractual	Number of Options	Vested as at	Options
Expiry Date	Life (years)	Outstanding	October 31, 2022	Unvested
March 31, 2025	2.16	3,000	3,000	-
February 15, 2026	3.04	7,233	7,233	-
April 26, 2026	3.23	2,500	2,500	-
January 31, 2027	4.00	300	300	-
August 1, 2026	3.50	2,000	2,000	-
August 1, 2026	3.50	2,700	2,700	-
September 18, 2027	4.63	500	500	-
November 22, 2027	4.81	3,800	3,800	-
January 31, 2028	5.00	7,547	7,547	-
January 31, 2028	5.00	1,600	1,600	-
February 28, 2028	5.08	629	629	-
April 1, 2028	5.17	1,500	1,500	-
December 27, 2028	5.91	250	250	-
November3,2026	3.76	357,500	357,500	-
	3.77	391,059	391,059	-

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

b) Restricted share units outstanding

During the year ended January 31, 2023, the Company granted no Restricted Share Units (“RSUs”) pursuant to its Restricted Share Unit Plan (the “RSU Plan”) and no RSUs were forfeited (2022 – nil and nil, respectively).

==> picture [468 x 70] intentionally omitted <==

----- Start of picture text -----

RSUs
Balance at January 31, 2021 and January 31, 2022 4,500
Granted -
Vested -
Forfeited -
Balance, January 31, 2023 4,500
----- End of picture text -----

During the year ended January 31, 2023, $nil RSU share-based payments were recognized (2022 - $24,000).

12. Warrants

The continuity of the issuance of warrants is as follows:

==> picture [470 x 104] intentionally omitted <==

----- Start of picture text -----

Number of Weighted Avg
Warrants Exercise Price
Balance, January 31, 2021 172,361 $9.07
Warrants expired (11,111) $9.00
Warrants granted 460,000 $0.56
Balance, January 31, 2022 621,250 $2.77
Warrants expired (127,500) $8.00
Balance, January 31, 2023 493,750 $1.42
----- End of picture text -----

As at January 31, 2023, details of the issued and outstanding warrants are as follows:

			Weighted
			Average
			Remaining	Number of
		Exercise	Contractual Life	Warrants
Issuance Date	Expiry Date	Price	(years)	Outstanding
March 31, 2015	March 31, 2025	$25.00	2.163	10,000
May 24, 2019	May 17, 2024	$9.00	1.292	2,500
June 14, 2019	June 14, 2024	$8.00	1.369	21,250
August 10,2021	August 10,2026	$0.56	3.524	460,000
			2.087	493,750

13. Fair Value

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.

As at January 31, 2023, the carrying value of the accounts receivable, accounts payable and accrued liabilities, convertible debenture and provision for liquidity incentive approximates their fair value due to their short term nature.

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

(i) Fair value hierarchy

The Company defines its fair value hierarchy as follows:

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (e.g., other public markets) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities and the derivative liability.

January 31, 2023		Level One		Level Two		Level Three
Cash and cash equivalents	$	1,639,441	$	-	$	-
Investments		-		-		1,257,000
Derivative liability						(132,838)
January 31, 2022		Level One	Level Two		Level Three
Cash and cash equivalents	$	193,297	$	-	$	-
Investments		-		-		3,008,974
Derivative liability						(2,288,472)

Recurring fair value measurements (financial and non-financial assets)

The Company records certain financial instruments or assets on a recurring fair value basis as follows:

Recurring fair value measurements - January 31, 2023	Level 1	Level 2		Level 3
Financial assets at fair value through FVTPL
Listed equity investments	$	- $	- $		-
Equity investment		-	-		-
Other equityinvestments		-	-	1,257,000
Recurring fair value measurements - January 31, 2022	Level 1	Level 2		Level 3
Financial assets at fair value through FVTPL
Listed equity investments	$	- $	- $		-
Equity investment		-	-		-
Other equityinvestments		-	-	3,008,974

(ii) Valuation techniques used to determine fair values:

Specific valuation techniques used to fair value financial instruments, specifically those that are not quoted in an active market. These are development stage companies, as such the Company utilised a market approach:

a) The use of quoted market prices in active or other public markets
b) The use of most recent transactions of similar instruments
c) Changes in expected technical milestones of the investee
d) Changes in management, strategy , litigation matters or other internal matters
e) Significant changes in the results of the investee compared with the budget, plan, or milestone

The valuation of the derivative liability is presented in note 7.

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

(iii) Transfers between levels 2 and 3

There were no transfers between levels 2 and 3 during the years ended January 31, 2023 and 2022.

(iv) Valuation inputs and relationships to fair value

The following table summarizes the quantitative information about the significant unobservable inputs used in the level 3 fair value measurements (see above for valuation techniques adopted):

		Unobservable
Description Fair	Value	Inputs	Range of inputs
January 31,	January 31,	January 31,	January 31,
2023	2022	2023	2023
Unlisted equityinvestments 1,257,000 $	3,008,974 $	Timeline for milestones	N/A

(v) Investment valuation processes

The board of directors includes a team (the “Valuation Team”) that performs the valuations of all items required for financial reporting purposes, including level 3 fair values. This team collaborates with the chief executive officer and the audit committee (“AC”). Discussions of valuation processes and results are held between the CEO, AC, and the Valuation Team at least once every four months which is in-line with the Company's reporting requirements. The main Level 3 inputs derived and evaluated by the Company’s Valuation Team are the timeline for expected milestones and assessment of the technical matter relating to the technology of the investment, if any.

As at January 31, 2023, investments classified as Level Three consisted of an investment in Sportclothes, with a fair value of $nil and an investment in Cryptonews, with a fair value of $1,257,000.

The fair value of the investments with level 3 inputs involves a third party valuator.

14. Financial Risk Factors

Capital Management

Risk management

Interest rate risk

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company’s maximum exposure to credit risk was $nil at January 31, 2023 (January 31, 2022 - $nil). Due to the sale of the Subsidiary and its transition to an investment holding company, the Company no longer has exposure to trade receivables credit risk.

Market risk

Foreign Currency Risk

A Company is exposed to foreign currency risk on financial assets and liabilities that are denominated in a currency other than the Canadian dollar. As at January 31, 2023 the Company had no financial assets or liabilities denominated in a currency other than the Canadian dollar.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations as they fall due. The Company’s strategy is to satisfy its liquidity includes using cash on hand and cash flow provided by financing activities. As at January 31, 2023, the Company had current assets of $1,652,441 (January 31, 2022 - $201,783) to cover current liabilities of $2,119,098 (January 31, 2022 - $3,117,484). The Company's accounts payable and accrued liabilities are due within one year from the date of the statement of financial position.

15. Related party transactions and key management compensation

The Company’s related parties include key management personnel and any entity related to key management personnel that has transactions with the Company. Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly.

During the years ended January 31, 2023 and 2022, the Company incurred the following related party transactions:

Effective May 20, 2022 Harris Capital Corporation (“HCC”) terminated its contract to provide part-time Chief Financial Officer services the Company.

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

compensation is as follows:
	For the year ended	For the year ended
	January 31, 2023	January 31, 2022
Salaries and benefits, including bonuses	76,707	115,000
Share-based compensation	147,078	173,361
Total	223,785 $	288,361 $

16. Income Tax

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

	2023	2022
Statutory income tax rate	26.50%	26.50%
	$	$
Loss from operations before recovery of income taxes	546,037	(4,691,244)
Expected income tax (recovery) expenses	144,700	(1,243,180)
Tax rate changes and other adjustments	-	-
Share based compensation and non-deductible expenses	(295,266)	1,129,816
Change in tax benefits not recognized	150,566	113,364
Income tax(recovery) expense	-	-

The Company has a non-capital loss carry forward of approximately $2,476,074 (2022 – 1,907,900) and capital losses of $155,000 (2022 - $155,000). The potential benefit of these items has not been recognized in the financial statements.

The non-capital loss will expire as follows:

2026	$	48,200
2028		74,500
2029		86,000
2030		157,400
2031		78,500
2033		155,000
2034		78,500
2035		55,300
2036		55,500
2037		61,000
2038		89,600
2039		19,000
2040		181,400
2041		186,000
2042		427,800
2043		568,174
	$	2,476,074

Tony G Co-Investment Holdings Ltd. Notes to Financial Statements For the years ended January 31, 2023 and 2022 (in Canadian dollars)

17. Subsequent Event

On February 8, 2023, the Fund filed a statement of claim in the Ontario Superior Court of Justice for the principal amount of the Second Drawdown and plus pre and post judgment interest for the overdue principal payment and interest. The Company has accrued the default interest in accounts payable and accrued liabilities (Note 6).

Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

Introduction

This management's discussion and analysis ("MD&A"), which is current to June 23 2023, is management's assessment of the operations and the financial results of Tony G Co-Investment Holdings Ltd. ("the "Company"). This MD&A should be read in conjunction with the Company's audited financial statements and related notes for the year ended January 31, 2023 and 2022 (the “Financial Statements”), prepared in accordance with International Financial Reporting Standards ("IFRS"). All figures are in Canadian dollars unless stated otherwise.

This discussion contains forward-looking statements that are historical in nature and involves risks and uncertainties. Forward-looking statements are not a guarantee as to the Company's future results as there are inherent difficulties in predicting future results. This MD&A includes, but is not limited to, forward looking statements. Management considers the assumptions on which these forward-looking statements are based to be reasonable at the time the statements were prepared. Accordingly, actual results could differ materially from those expressed or implied in the forward-looking statements.

Caution Note Regarding Forward-Looking Statements

Certain statements contained in this MD&A and in certain documents incorporated by reference in this MD&A, contain “forward-looking information” for the purposes of applicable Canadian securities laws (the “forward-looking statements”). All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements, including those risk factors identified below in the section “Risk Factors. The forward-looking statements in this MD&A speak only as of the date of this MD&A unless an alternative date is specified in such statement. Certain forward-looking statements contained in this MD&A relate to the Company’s ability to continue its business activities and to execute on its business plan as currently anticipated. These forward look-statements as well as the other forward-looking statements contained herein, are based upon certain material assumptions, including the Company’s expectation that its costs will remain consistent with the costs currently anticipated and that financing through equity raises, debt financing or a combination thereof will continue to be available to the Company and on terms anticipated and acceptable to the Company. The risk factors identified in the “Risk Factors” section below may cause such assumptions and/or the forward-looking statements to be untrue.

Description of Business

The Company is an investment holding company focused on identifying opportunities in emerging industries that have the potential to deliver significant returns. The Company's investment strategy is centered around public and private investments in sectors including cryptocurrency, gambling, gaming, affiliate businesses, financial technology, and energy technology (the “Sectors”).

On October 7, 2021, the Company completed its change of business from a technology issuer to an investment issuer (the “ COB ”). Prior to the completion of the COB, the Company was an agricultural technology and services company operating through its wholly owned subsidiary, Braingrid Corporation (the “ Subsidiary ”). Concurrent with the COB, the Company sold the Subsidiary on October 7, 2021.

Page 1

Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

The board of directors evaluates investment opportunities based on clear criteria and protocols, ensuring the effective management of conflicts of interest, and conducting thorough due diligence to manage risk. While the Company's Chairman, Mr. Antanas Guoga - Tony G, serves as a source of investment deal flow, the board ensures that each investment offer is evaluated separately, limiting Mr. Guoga's influence over investment selection.

Given the current market conditions, the Company takes a conservative approach to risk and prioritizes finding good investments through thorough due diligence. Investment opportunities may be presented by any board member. The board analyzes each investment opportunity thoroughly, and if any conflict of interest is present, the board member in question removes themselves from the vote on the specific investment.

The Company's investment evaluation protocol includes an initial screening process and a more detailed evaluation of potential investments. The quarterly investee evaluation protocol is completed by the CEO and CFO of the Company, with the help of industry experts if required. The protocol focuses on three key areas: financial data, team expansion/reduction, and industry-specific information. The management of the Company reviews the investments with the board quarterly. Given the size of the board, there is no separate investment committee.

The ultimate goal of the Company is to bring value to its shareholders and deliver strong returns over the long term by offering various debt and equity financing solutions to companies across various industries. The Company aims to invest in either minority positions or majority stakes in firms. Tony G will look to monetize these investments once they reach the full value deemed by management. To achieve this, the board adheres to clear criteria when judging new investments, including financial viability, management team experience and competence, industry growth potential, and alignment with the Company's investment focus. The criteria are weighted based on their relative importance, with financial viability and alignment with the Company's investment focus carrying the most significant weight. The Company has an exit strategy in mind when entering any investment.

Please note that this investment strategy is subject to ongoing review and adjustment as market conditions evolve and new opportunities arise.

Currently the Company has two portfolio companies, Sportclothes UAB (“Sportclothes”) and News 3.0 Limited (“Cryptonews”). On September 12, 2022, the Company announced that Cryptonews sold 100% of its assets (the "Assets") that were doing business as Cryptonews.com (the “Asset Sale”).

During the year ended January 31, 2023, the activities of the Company included, but were not limited to the following activities:

Monitoring of Cryptonews investment
Negotiation, execution and closing of the Cryptonews sales
Monitoring of Sportclothes investment
Review of the capital structure of the Company and discussions with existing funders regarding structure
Review of potential investments, due diligence conducted on two potential investments, none of which proved to be worthy
Reviewing the higher level company investment strategy and due diligence process for the current investees and new investments

Operations

Concurrent with the completion of the COB, the company closed the acquisition of its first two investments, a 51% interest in News 3.0 Limited ("Cryptonews") for consideration of 3,600,000 common shares of the Company (each, a “Share”) issued at a deemed price of $1 per Share, and a 20% interest in Sportclothes UAB ("Sportclothes") for consideration of 2,060,520 Shares at a deemed price of $1 per Share.

Page 2

Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

Investment Overview

The Company’s investment portfolio at January 31, 2023 is as follows:

Investment						Fair Value			Fair Value
Name Type	%	Location		Cost		January 31, 2023		January 31, 2022
Cryptonews Equity	51%	Bahamas	$	3,600,000	$	1,257,000	$		3,008,974
Sportclothes Equity	20%	Lithuania	$	2,060,520		nil			nil
			$	5,660,520	$	1,257,000	$		3,008,974
The components of the Company’s fair value gains or losses for the year						ended January 31, 2023		is as	follows:
									January 31,
									2023
Net realized gain on investments								$	-
Reversal of previously recorded undrealized		gain on investments on sale							-
Change in unrealized loss on investments held at period			end						27,390
Changed in unrealized foreign excahnge gain on investments									-
Net gainon investmentforthe period									-
Total								$	27,390

During the year ended January 31, 2023, there was an unrealized loss of $27,390 due to the disposition by Cryptonews of 100% of its assets (the "Assets") that were doing business as Cryptonews.com. The Company’s ownership interest in Cryptonews has not changed. Additional information on the Asset Sale is presented below in the “Overview of New 3.0 Investment” section.

Overview of Sportclothes Investment

Business overview:

Sportclothes is a sports clothing retailer based in Lithuania with both physical and online sales distribution. In 2022 Sportclothes initiated a completely different strategy as it was forced to sell different products and find new sales channels. During the initial part of the year this strategy was still taking shape and applications to join LYST and Zalando sales channels were processed.

Legal/Political situation:

The Russian invasion of Ukraine on February 24, 2022 has created concerns of a possible conflict between Russia and Lithuania. However, this has not happened, and business continued as usual. There are no legal changes in terms of control of trade or business practices for this retail company.

Emerging Market Risks:

There have been no sudden or arbitrary law changes or political instability. The Company doesn’t see any risks at current political status, all democratically elected positions are stable, and no civil unrest is predicted in the foreseeable future.

There has been no risk in the Euro currency stability or the ability to transfer any repatriation of profits to Canadian investors. Banks are operating as usual; asset movement is not restricted in any way. No such risks are expected in the foreseeable future.

There have been no bribery cases recorded by Sportclothes. In the event there is a bribery case Sportclothes’ policy is to immediately notify the Special Investigation Service of Lithuania.

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

Sportclothes Financial Summary (Euro Dollars)

Three Months Ending	Revenue Expenses Net Income
October 31, 2022	1,208,560 1,291,101 (82,541)
July 31, 2022	1,039,589 1,023,967 15,622
April 30, 2022	863,668 900,336 (36,668)
January 31, 2022	931,622 974,077 (42,455)
October 31, 2021	1,036,830 1,065,919 (29,089)
July 31, 2021	1,543,160 1,639,462 (96,302)
April 30, 2021	2,390,293 2,150,472 239,821
January 31, 2021	2,227,064 2,238,426 (11,362)
Quarter Ended	Summary of Results
December 31, 2022	Company negotiates an agreement with DHL couriers to decrease the shipping
	rates and focuses on maximum revenue from the German Zalando market. Due
	to high shipping rates and much higher than expected return rates (75%)
	Sportclothes experiences high losses and decides to significantly increase the
	sales margin on Zalando Scandinavian markets. As a result, revenue on Zalando
	Scandinavian markets significantlydrops but sales becomeprofitable.
October 31, 2022	Company is growing the sales revenue in Zalando Scandinavian markets and is
	preparingto launch Zalando Germanymarket.
July 31, 2022	Due to high turnover Company increases the amounts of products preorders -
	this results to cashflow deficit.
April 30, 2022	Sportclothes launches LYST sales channel, starts selling new brands on
	Amazon,but sales increase slowly,so,companysuffers losses.
January 31, 2022	Sportclothes continues the brands and sales channels diversification process,
	with mixed results. The launch of new sales channels has not been completed.
October 31, 2021	Sportclothes is instructed by NIKE to stop selling NIKE products on Amazon.
	Sportclothes complies and sales drop 60-70%. Sportclothes tries to diversify its
	operations by cancelling preorders from NIKE, preordering NEW balance, UGG,
	and other brands. Sportclothes also diversifies its sales channels by applying to
	sell on the LYST and Zalandoplatforms and initiates IT integrationprogramming.
July 31, 2021	Sportclothes lowers its margin and tries to sell out its NIKE inventory in
	anticipation of NIKE suspending supply to partners who sell production via eBay
	and Amazon.
April 30, 2021	Sportclothes lowers its margin and tries to sell out its NIKE inventory in
	anticipation of NIKE suspending supply to partners who sell production via eBay
	and Amazon.

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

The Company is pleased with the Sportclothes improving results, but believes it is premature to increase the fair value of its investment in Sportclothes as at January 31, 2023. The Company will assess future financial results of Sportclothes and consider if an increase in fair value is warranted at that time.

Overview of New 3.0 Investment

Cryptonews is created and manages a cryptocurrency news and information website www.cryptonews.com.

During the year ended January 31, 2022 the Company acquired 51% of Cryptonews for consideration of 3,600,000 shares of Company at a deemed price of $1 per share. An independent appraiser determined that as at January 31, 2022, the fair market value of Cryptonews was between EUD4,000,000 and EUD7,000,000 on an en bloc basis, with a mid-point of EUD5,500,000, based on the market comparables approach. During the year ended January 31, 2022 the Company recognized an unrealized loss of $591,206 on its Cryptonews investment.

On September 12, 2022, the Company announced that its 51% owned subsidiary, Cryptonews, has sold 100% of its assets (the “Assets”) that were doing business as Cryptonews.com.

As consideration for the Assets, Cryptonews received US$2,500,000 on closing and US$2,000,000 to be paid in twelve monthly payments of US$166,666 beginning October 12, 2022, which may be paid in cryptocurrencies (the “Consideration Receivable”). The Cryptonews.com domain will be held in escrow and will be transferred to the buyer upon Consideration Receivable is paid in full. The Company determine the fair value of its Cryptonews investment to be $1,257,000 based on a valuation provided by a third party valuator dated January 31, 2023 (the “Cryptonews Fair Value”). The Cryptonews Fair Value is net of an advance from Cryptonews of US$1,250,000 (approximately $1,724,584) paid from the consideration paid at closing (the “Advance”). The Company recognized a $27,390 unrealized loss in financial statements for the year ended January 31, 2023 (2022 - $2,651,546).

Legal situation

Due to high profile bankruptcy of the FTX exchange there were recent government crackdown on licensed crypto currency exchanges in the Bahamas, since Cryptonews is not a licensed entity, nor does it invest there are no changes in the legal framework for Cryptonews in during 2022 and no changes in the foreseeable future.

Asset storage

All crypto assets are stored in Cryptonews’ custody partner account. Cryptonews’ cold wallet (Ledger hardware wallet), controlled by the CEO Gediminas Klepackas, is used only to distribute the proceeds from monthly payments of Cryptonews assets sold to shareholders of Cryptonews.

All cryptocurrency assets that are not meant to be distributed are converted into FIAT by the custody partner and held in the company’s bank account.

Custody agreement

Cryptonews has a cryptocurrency custodial account with Delchain Limited, a company registered as a Financial and Corporate Services Provider, regulated by the Securities Commission of The Bahamas. Cryptonews has an account at a branch of the Deltec Bank for FIAT currency. The custodian account is used for storing cryptocurrency assets and for exchanging them to USD or EUR and sending to its Deltec Bank account.

Monthly payments for Cryptonews assets Consideration Receivable

Monthly payments are being sent directly to the cold wallet held by Cryptonews for further distribution, in USDT stable coin. To minimize the risk, all the crypto assets that need to be paid out by Cryptonews in FIAT are immediately sent to the Cryptonews Custody account, exchanged to USD, and sent to Cryptonews Bank account. Remaining

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

cryptocurrencies, if any, are distributed to the shareholders immediately, pro rata to their shares held. All distributions received by the Company from Cryptonews have been in FIAT.

All 9 monthly payments have been completed successfully. The next payment is due at the end of June, 2023.

Cryptocurrency risks

At this point the company does not see any risks related to cryptocurrency value, since the company doesn’t hold any cryptocurrency other than the few days it takes to distribute proceeds of the monthly payments. Since major stablecoin assets are used in this transaction, the risk is minimized, as they are pegged to the USD and the Company doesn’t believe there is an immediate threat of unpegging.

Cryptonews Financial Summary (Euro Dollars)

Three Months Ending	Revenue	Expenses	Income/Cash Flow
August 31, 2022	219,820	288,436	(68,616)
May 31, 2022	290,600	369,695	(79,095)
February 28, 2022	379,669	372,364	7,305
November 30, 2021	388,910	373,704	15,206
August 31, 2021	194,046	305,762	(111,716)
May 31, 2021	304,517	255,428	49,089
February 28, 2021	155,346	162,990	(7,644)

Quarter Ended	Summary of Results
January 31, 2023	News 3.0 has no operations since the sales of assets.
	All monthly payments for the asset sale are received on time.
August 31, 2022	The Company Sold its assets and shareholders voted to dissolve the company and share
	theproceeds,after the full amount ispaid out.
May 31 2022	The Company is keeping the investment in the product growth, with the market interest in
	acquisition of theproject,with multiple requests by potential buyers.
February 28,	The quarter is starting to signal a downturn in the market, company is starting to shift
2022	planned expenses to be better financially prepared.
November 30	Launched Spanish and Portugal languages, team expanded back to 13 people. Record
2021	revenue recorded andquarter ended withprofit.
August 31, 2021	A quarter at a loss, due to Market downturn. Investing more money into the project traffic
	growth. The team was reduced to 12 people. Work on establishing Cryptonews in Spanish
	and Portugal languages to reachpotentiallyvast markets.
May 31, 2021	Increases in earnings fuel the team’s expansion to 13 people. Revenue goal of 100k Euros
	per month reached for the first time.
February 29,	Team expanded with Sales presence in New York and Head of Marketing in Toronto.
2021	Market interest in advertising with us is increasing sharply, with cryptocurrency prices going
	up. First time ever all languages together have reached 1 Million visitorsper month mark.
November	Loss due to investment into growth of the project traffic, languages and social media
30,2020	following.

Key Developments for the Company

On September 12, 2022, the Company announced that its 51% owned subsidiary, Cryptonews, had sold 100% of its Assets that were doing business as Cryptonews.com.

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

As consideration for the Assets, Cryptonews received US$2,500,000 on closing and US$2,000,000 to be paid in twelve monthly payments of US$166,666, which may be paid in cryptocurrencies, beginning October 12, 2022 (the “Consideration Receivable”). The Cryptonews.com domain will be held in escrow and will be transferred to the buyer upon Consideration Receivable is paid in full. The Company has valued its 51% interest in Cryptonews at $1,257,000, representing the Company’s pro rata share of the US$2,500,000 paid on closing and the Consideration Receivable, net of the Advance of US$1,250,000 (approximately $1,724,584), recognizing a $27,390 unrealized loss in the interim unaudited condensed consolidated Statements of loss and comprehensive loss for the years ended January 31, 2023 and 2022.

On October 7, 2021, the Company started trading on the CSE under the symbol “TONY”.

In conjunction with the completion of the COB and the Company’s resumption of trading on the CSE, the Company sold its wholly owned subsidiary, Braingrid Corporation (the “Subsidiary”).

On August 31, 2021, the Company announced that it had changed its name from Braingrid Limited to Tony G CoInvestment Holdings Ltd.

Promissory notes payable as at August 10, 2021 of $260,000, including the March 5, 2021 and April 9, 2021 promissory notes below were repaid with the gross proceeds of the Second Drawdown.

On May 19, 2021, the Company’s shareholders approved the proposed COB and the sale of the precision agriculture business announced by the Company on November 30, 2020.

On April 15, 2021, the due dates of the promissory notes advanced to the Company by the Fund during Fiscal 2021 and on March 5, 2021, were extended to May 31, 2021.

On April 9, 2021, the Fund advanced a promissory note to Braingrid in the principal amount of $55,628 which together with interest in the amount of 4% is due on May 31, 2021.

On April 9, 2020, the Company, and European High Growth Opportunities Securitization Fund (the "Fund"), a lender to Company, entered into a shares for debt settlement agreement, pursuant to which Fund has agreed to accept 783,000 common shares of the Company (the "Shares"), at a deemed issued price of $1.00 per Share (the “Deemed Share Price”), in full settlement of $783,000 of indebtedness owing to Fund by the Company (the "Debt Settlement").

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

The Deemed Share Price was determined through negotiations between the Company and the Fund. Upon closing the Debt Settlement, Fund beneficially owned and controlled an aggregate of 889,250 Shares and 14,875,000 Warrants, representing, on a partially diluted basis, approximately 64.05% of the outstanding Shares. There were no ongoing or contractual commitments resulting from the Debt Settlement.

Subsequent Events

Revenue and Expenses for the Years ended January 31, 2023 and 2022

				Year	ended	ended
				January 31,		January 31,
		Note		2023		2022
Income (loss)
Fair value adjustment on investments			$	(27,390)	$	(2,651,546)
				(27,390)		(2,651,546)
Expenses
Accretion expense				866,955		267,753
Interest expense				260,268		8,738
Stock based compensation		11,15		147,078		173,361
Consulting expenses				126,478		118,261
Professional fees				123,184		211,071
Office & general				58,244		103,252
Fair value adjustment on derivative liability				(2,155,634)		1,170,797
Issuance expense				-		111,767
Gain on settlement of debt				-		(575)
Gain on sale of subsidiary				-		(124,727)
Total expenses				(573,427)		2,039,698
Net income (loss) from continuing operations				546,037		(4,691,244)
Net income(loss) from discontinued	operations			-		(39,631)
Net income(loss) and comprehensive loss			$	546,037	$	(4,730,875)
Income(loss) per share from continuing operations
Net income (loss) per share - basic and diluted		10	$	0.14	$	(2.50)
Weighted average common shares outstanding				3,854,078		1,880,254
Income(loss) per share from discontinued operations
Loss per share - basic and diluted			$	-	$	(0.02)
Weighted average common shares outstanding				3,854,078		1,880,254
Net income(loss) per share
Net income (loss) per share - basic and diluted			$	0.14	$	(2.52)
Weighted average common shares outstanding				3,854,078		1,880,254

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

Discussion of Operations

Year ended January 31, 2023, compared to year ended January 31, 2022

The Company’s income from continuing operations was $546,037 for the year ended January 31, 2023 (the “Fiscal Year”), with a basic and diluted income from continuing operations of per share of $0.14. This compares with a loss from continuing operations of $4,691,244 with a basic and diluted loss per share from continuing operations of $2.50 for the year ended January 31, 2022. The increase in net income of $5,237,281 was principally because:

The Company recognized a fair value adjustment of $(27,390) during the year ended January 31, 2023 (2022 – a fair value adjustment of $(2,651,546)). The change in fair value adjustment of $2,624,156 is mainly due to the Company recognizing an unrealized loss of $591,026 and $2,060,520 on its Cryptonews and Sportclothes investments, respectively, during the year ended January 31, 2022, compared to an unrealized loss of $27,390 during the Fiscal Year. The valuations of Cryptonews and Sportclothes are dated January 31, 2023 and 2022, and are provided by a third-party valuator. The Cryptonews Fair Value is presented net of the Advance.
Fair value adjustment on convertible debenture of $(2,155,634) during year the ended January 31, 2023 (2022 – $1,170,797). A decrease of $3,326,431 reflecting the value of the conversion rights, warrants and make whole features of the debenture which decreased during the Fiscal Year mainly due the decrease in the Company’s share price from $1.10 at January 1, 2022 to $0.305 at June 10, 2022 the date when the Company’s shares were suspended from trading on the Canadian Securities Exchange, and the expiry of the conversion rights on August 10, 2022.
Accretion expense was $866,955 during the year ended January 31, 2023 (2022 - $267,753) due to the recognition of the debt portion of the convertible debenture as it approaches maturity on August 10, 2022, which partially offset the fair value adjustment on the convertible debenture during the Fiscal Year.
Interest expense of $260,268 during the year ended January 31, 2023 (2023 - $8,738), due to the accrual of interest owing on the convertible debenture.

Selected Quarterly Information


	Q4’23	Q3’23	Q2’23	Q1’23	Q4’22	Q3’22(1)	Q2’22(1)	Q1’22(1)

Revenue	$(150,862)	$123,472	$nil	$nil	$(2,651,546)	$1,094	$2,869	$21,823
Net income (loss)	$(494,390)	$635,981	$(445,117)	$849,563	$(4,023,778)	$(398,140)	$(108,343)	$(200,614)
Net income (loss) per share – basic and diluted(1)	($0.13)	$0.17	$(0.13)	$0.26	$(2.05)	$(0.22)	$(0.08)	$(0.15)

(1) Revenue presented for periods Q1’22, Q2’22 and Q3’22 is prior to the Company’s change of business. Beginning Q4’22 results from Braingrid Corporation, including revenue, were presented as discontinued operations in the Company’s Statement of Income (loss).

(2) On November 13, 2020, the Company consolidated its issued and outstanding common shares on a 1 for 100 basis ‐ which resulted in 1,388,417 shares outstanding post consolidation. All references to common shares, stock options, warrants and loss per share have been adjusted to reflect this change.

Review of quarterly operating results

FY23 – Q4

The Company’s loss from continuing operations was $494,390 for the three months ended January 31, 2023 (“Q4”), with basic and diluted loss from continuing operations of per share of $0.13. This compares with a loss from continuing operations of $(4,023,778) with a basic and diluted loss from continuing operations per share of $2.05 for the three months ended January 31, 2022. The decrease in loss from continuing operations of $ $3,529,388 was principally because:

A fair value adjustment of $(150,862) in the fourth quarter of Fiscal 2023 (prior period - $(2,651,546)). The change in fair value adjustment of $2,624,156 is mainly due to the Company recognizing an unrealized loss of $591,026

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

and $2,060,520 on its Cryptonews and Sportclothes investments, respectively, during the year ended January 31, 2022, compared to an unrealized loss of $27,390 during the Fiscal Year The valuations of Cryptonews and Sportclothes are dated January 31, 2023 and 2022, and are provided by a third-party valuator. The Cryptonews Fair Value is presented net of the Advance.

A decrease in fair value adjustment of on convertible debenture of $749,110 to $9,098 (2022 - $758,208), due to reflecting the value of the conversion rights, warrants and make whole features of the debenture which decreased during the Fiscal Year mainly due the decrease in the Company’s share price from $1.10 at January 1, 2022 to $0.305 at June 10, 2022, the date when the Company’s shares were suspended from trading on the Canadian Securities Exchange and the expiry of the conversion rights on August 10, 2022.
Interest expense of $260,268 during the quarter ended January 31, 2023 (2023 - $nil), due to the accrual of interest owing on the convertible debenture.

FY23 – Q3

The Company’s income from continuing operations was $635,981 for the three months ended October 31, 2022 (“Q3”), with basic and diluted income from continuing operations of per share of $0.17. This compares with a loss from continuing operations of $399,234 with a basic and diluted loss from continuing operations per share of $0.22 for the three months ended October 31, 2021. The decrease in loss from continuing operations of $1,034,121 was principally because:

Unrealized gain on investments of $123,472 (2021 - $nil), due to the sale of the Cryptonews assets by the Company’s wholly owned subsidiary.
Convertible debenture gain of $599,844 during Q2 (2021 - $(412,589)) reflecting the value of the conversion rights, warrants and make whole features of the debenture which decreased during Q3 mainly due the expiry of the conversion rights on August 10, 2022.
Accretion gain of $59,091 (2021 – expense $57,986) due to the recognition of the debt portion of the convertible debenture as it approaches maturity on August 10, 2022.
Professional fees of $38,068 during Q2 (2021 - $4,755), which partially offset the gain on the convertible debenture.
Stock based compensation of $25,179 (2021 - $2,400) due to the recognition of options vesting during the quarter.

FY23 – Q2

The Company’s loss from continuing operations was $445,117 for the three months ended July 31, 2022 (“Q2”), with a basic and diluted loss from continuing operations of per share of $0.13. This compares with a loss from continuing operations of $90,909 with a basic and diluted loss from continuing operations per share of $0.07 for the three months ended July 31, 2021. The decrease in loss from continuing operations of $395,425 was principally because:

Convertible debenture gain of $282,441 during Q2 (2021 - $nil) reflecting the value of the conversion rights, warrants and make whole features of the debenture which decreased during Q2 mainly due the decrease in the Company’s share price from $0.59 at April 30, 2022, 2022 to $0.305 at July 31, 2022.
Accretion expense was $633,722 (2021 - $nil) due to the recognition of the debt portion of the convertible debenture as it approaches maturity on August 10, 2022, which partially offset the gain on the convertible debenture.
Stock based compensation of $38,068 during Q2 (2021 - $13,600), which partially offset the gain on the convertible debenture.

FY23 – Q1

The Company’s income from continuing operations was $849,563 for the three months ended April 30, 2022 (“Q1”), with a basic and diluted income from continuing operations of per share of $0.26. This compares with a loss from continuing operations of $177,323 with a basic and diluted loss per share of $0.13 for the three months ended April 30, 2021. The decrease in net loss of $1,556,660 was principally because:

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

Convertible debenture gain of $1,282,447 during Q1 (2021 - $nil) reflecting the value of the conversion, warrants and make whole features of the debenture which decreased during Q1 mainly due the decrease in the Company’s share price from $1.10 at January 1, 2022 to $0.59 at April 30, 2022.
Accretion expense was $292,324 (2021 - $nil) due to the recognition of the debt portion of the convertible debenture as it approaches maturity during the fiscal year, which partially offset the gain on the convertible debenture.
Stock based compensation of $82,702 during Q1 (2021 - $2,000), which partially offset the gain on the convertible debenture.
There were no adjustments to the fair value of the Company’s investments.

Cash Flow

As at January 31, 2023, the Company had cash and cash equivalents of $1,639,441 compared to $193,297 as at January 31, 2022. The increase in cash and cash equivalents of $1,446,144 from January 31, 2022 was mainly due to the advance from the Company’s partially owned subsidiary of $1,724,584 offset by operating expenses.

Liquidity & Capital Resources

As at January 31, 2023, the Company had working capital deficit of $466,657 compared to a working capital deficit of $2,915,701 as at January 31, 2022. Working capital includes current assets less current liabilities on the Company's statement of financial position. Cash flows used in operations for the year ended January 31, 2023 were $278,441 (2022 - $881,408). During the year ended January 31, 2023, the Company’s net cash provided by financing activities was $1,724,584 (2022 – $1,063,33).

The Company’s total assets as at January 31, 2023, were $2,909,441 (January 31, 2022 - $3,210,747) against total liabilities of $2,119,098 (January 31, 2022 - $3,117,484). The decrease in total assets of $301,316 resulted primarily from the net cash from financing activities of $1,724,584 offset by net cash used in operating activities of $278,441.

The Company has incurred operating cash losses to date and there can be no assurance that the Company will have sufficient capital to achieve its business objectives.

Existing cash balance of $1,639,441
Future proceeds from the sale of Cryptonews assets, approximately US$1,020,000 (approximately $1,350,000), receivable in twelve monthly payments ending September, 2023; the Company has no other committed source of capital at this time
Issuance of share capital, subject to market conditions
Debt funding, subject to market conditions
Issuance of shares from treasury as consideration for acquisitions

The Company’s objectives when managing its liquidity and capital structure are to generate sufficient cash to fund the Company’s operating and investment requirements.

See “Risk Factors” below and “Caution Note Regarding Forward-Looking Statements” above.

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

Expected vs. Actual Use of Proceeds

		Amount		Amount
Use of Available Funds	(estimated)			(actual)	Difference
Available funds of the Issuer (a)	$	3,825,000	$	1,159,200	$	(2,665,800)
Working capital at August 31, 2021 (b)	$	477,163	$	477,163	$	-
Working capital, next twelve month period (c)	$	317,542	$	347,937	$	30,395
Repayment of promissory note (d)	$	260,000	$	260,000	$	-
Estimated expenses related to future investments/sale of Subsidiary (e)	$	92,000	$	-	$	(92,000)
Portion of Cryptonews Loan to be funded following receipt of CSE final approval (f)	$	200,000	$	-	$	(200,000)
Remaining portion of Cryptonews Loan to be funded pursuant to its terms (g)	$	1,800,000	$	-	$	(1,800,000)
Investor relations (h)	$	36,000	$	-	$	(36,000)
Unallocated funds (as at July 31, 2022) (i)	$	642,295	$	74,100	$	(568,195)

a) Available funds of the issuer - During Fiscal 2023, the Company came to the conclusion that the Fund Subscription Agreement is not the appropriate structure to maximize shareholder value for the Company, and has therefore initiated discussions with the Fund to repay any debt owing to the Fund and intends to obtain capital from alternative sources going forward.
b) No change.
c) No material change.
d) No change
e) The Company did not incur any additional costs related to future investments or the sale of a subsidiary, except as noted above.
f) The Cryptonews loan was not funded, News 3.0 determined that it did not need additional capital.
g) The Cryptonews loan was not funded, News 3.0 determined that it did not need additional capital.
h) The Company came to the decision that it did not need to invest in investor relations at this stage of its development
i) Unallocated funds are lower mainly due to the lower amount of available funds of the issuer in “a”, offset by reduced expenditures in “e” to “h”.

Disclosure of Outstanding Share Data

As at January 31, 2023, the Company had outstanding 7,133,398 Shares (unlimited authorized), 391,059 options to acquire shares outstanding, of which 391,059 have vested, 493,750 warrants to acquire Shares and 4,500 restricted share units.

Changes in Accounting Policies including Initial Adoption

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Proposed Transactions

There were no proposed transactions as of the date of this MD&A other than the proposed sale of the Company’s investment in Cryptonews.

Transactions with Related Parties

For details with respect to the Company’s transactions with related parties please refer to note 10 of the Financial Statements.

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

Risk Factors

Dependence on Key Executives

Ability to access public and private capital

If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of holders of the Company Shares. 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 Company to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Conflicts of Interest

Investments in Foreign Jurisdictions

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

market countries have nationalized assets, companies, and even entire sectors, including the assets of foreign investors, with inadequate or no compensation to the prior owners. There can be no assurance that the Issuer will not suffer a loss of any or all of its investments or, interest or dividends thereon, due to adverse fiscal or other policy changes in emerging market countries.

Bankruptcy law and creditor reorganization processes may differ substantially from those in Canada, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority, and treatment of claims. In certain emerging market countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. In addition, it may be impossible to seek legal redress against an issuer that is a sovereign state.

Other heightened risks associated with emerging markets investments include without limitation:

(i) risks due to less social, political, and economic stability, including the risk of war, terrorism, nationalization, limitations on the removal of funds or other assets, or diplomatic developments that affect investments in these countries;
(ii) the smaller size of the market for such securities and a lower volume of trading, resulting in a lack of liquidity and in price volatility;
(iii) certain national policies which may restrict the Issuer’s investment opportunities, including restrictions on investing in issuers or industries deemed sensitive to relevant national interests and requirements that government approval be obtained prior to investment by foreign persons;
(iv) certain national policies that may restrict the Issuer’s repatriation of investment income, capital, or the proceeds of sales of securities, including temporary restrictions on foreign capital remittances;
(v) the lack of uniform accounting and auditing standards and/or standards that may be significantly different from the standards required in Canada;
(vi) less publicly available financial and other information regarding issuers;
(vii) potential difficulties in enforcing contractual obligations; and
(viii) higher rates of inflation, higher interest rates and other economic concerns. The Issuer may invest to a substantial extent in securities of its investee entities that are denominated in the domestic currency, subjecting the Issuer to a greater degree of foreign currency risk.

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Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

Cryptocurrencies Risk

Concentration Risk

The Company is a nascent investment management company and subsequent to the sale of Cryptonews, only has one investment. Until the Company builds a diversified investment portfolio, its portfolio may consist of a low number of companies in which a disproportionate amount of its investment capital may be allocated to a single or a small number of the total investments. This may expose the Company to concentration risk; the potential for a loss in value of its entire investment portfolio due to a realized or unrealized loss on an individual or small number of investment(s) that has a disproportionate (concentrated) amount of capital invested in it.

Page 15

Tony G Co-Investment Holdings Ltd. Management’s Discussion & Analysis For the Year Ended January 31, 2023 and 2022 Discussion dated: June 23, 2023

Litigation

Dividends

Share Price Volatility

Limited Market for Securities

There can be no assurance that an active and liquid market for the Company Shares will develop or be maintained, and an investor may find it difficult to resell any securities of the Company.

Directors and Officers of the Company

Anthony Guoga Chairman Gediminas Klepackas Chief Executive Officer, Secretary, and Interim Chief Financial Officer Andrew Parks Director Bruno Macchialli Director

Page 16

AI assistant

HYLQ STRATEGY CORP — Proxy Solicitation & Information Statement 2023

42480_rns_2023-09-25_3d87ee1a-a085-4ef2-ac2e-19da67ef0719.pdf

TONY G CO-INVESTMENT HOLDINGS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD

EXHIBIT "A"

SPECIAL RESOLUTION OF THE SHAREHOLDERS

OF

TONY G CO-INVESTMENT HOLDINGS LTD.

AMENDMENT TO ARTICLES OF INCORPORATION – CONSOLIDATION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

TONY G CO-INVESTMENT HOLDINGS LTD. 5800 Ambler Drive, Suite 210 Mississauga, ON L4W 4J4

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

or,

Voting by Non-Registered Holders at the Meeting

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

PARTICULARS OF MATTERS TO BE ACTED UPON

1. PRESENTATION OF FINANCIAL STATEMENTS

2. APPOINTMENT OF AUDITOR

3. ELECTION OF DIRECTORS

Notes:

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

4. APPROVAL AND CONFIRMATION OF STOCK OPTION PLAN

" BE IT RESOLVED THAT:

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE PLAN RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

5. AMENDMENT TO THE ARTICLES OF THE COMPANY – CONSOLIDATION

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE CONSOLIDATION RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

STATEMENT OF EXECUTIVE COMPENSATION

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plan and other Incentive Plans

Employment, Consulting and Management Agreements

Gediminas Klepackas – Chief Executive Officer, Interim Chief Financial Officer, Secretary and Director

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Compensation of Named Executive Officers

Principles of Executive Compensation

Base Salary

Annual Incentives

Compensation and Measurements of Performance

Long Term Compensation

Pension Disclosure

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Exemptions in NI 52-110

Pre-Approval Policies and Procedures

Audit Fees

REPORT ON CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Other Board Committees

Assessments

OTHER MATTERS

ADDITIONAL INFORMATION

APPROVAL OF THE BOARD OF DIRECTORS

BY ORDER OF THE BOARD

APPENDIX "A"

TONY G CO-INVESTMENT HOLDINGS LTD.

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER

HYLQ STRATEGY CORP Proxy Solicitation & Information Statement 2023