Infinity Stone Ventures Corp. — Management Reports 2022

Dec 29, 2022

The following Management's Discussion and Analysis ("MD&A") is prepared as at December 29, 2022 in accordance with National Instrument 51-102F1, and should be read together with the audited consolidated financial statements for the years ended August 31, 2022 and 2021 and related notes, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). These documents, along with additional information about the Company, are available at www.sedar.com .

Certain information included in this MD&A may constitute forward-looking statements. Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements.

Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company may differ materially from those reflected in forward-looking statements due to a variety of risks, uncertainties and other factors. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forwardlooking statements if circumstances or management's beliefs, expectations or opinions should change except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

It is the Company's policy that all forward-looking statements are based on the Company's beliefs and assumptions which are based on information available at the time these assumptions are made. The forward-looking statements contained herein are as of the date of the MD&A, and are subject to change after this date, and the Company assumes no obligation to publicly update or revise the statements to reflect new events or circumstances, except as may be required pursuant to applicable laws. Although management believes that the expectations represented by such forward-looking information or statements are reasonable, there is significant risk that the forward-looking information or statements may not be achieved, and the underlying assumptions thereto will not prove to be accurate.

Actual results or events could differ materially from the plans, intentions and expectations expressed or implied in any forward-looking information or statements, including the underlying assumptions thereto, as a result of numerous risks, uncertainties and other factors such as those described above and in "Risks and Uncertainties" below. The Company has no policy for updating forward-looking information beyond the procedures required under applicable securities laws.

All dollar figures are stated in United States dollars unless otherwise indicated.

The Company's Business

Infinity Stone Ventures Corp. (formerly Contakt World Technologies Corp.) (the "Company", or the "Parent"), formerly known as Tracker Ventures Corp. ("Tracker"), was incorporated pursuant to the Business Corporations Act (British Columbia) on July 10, 2007.

On October 9, 2020, Contakt World Technologies Corp. ("Contakt") executed a share exchange agreement with Contakt, LLC ("Contakt LLC") and the membership interest holders of Contakt LLC. On October 9, 2020, the membership interest holders exchanged their membership interests in Contakt LLC for common shares of Contakt on a 1:1 basis and in proportion to the members' holdings in the Contakt LLC. In this exchange, 100% of Contakt LLC's membership interests, or 20,000,000, were exchanged for 20,000,000 common shares of Contakt. The transaction was treated as a common ownership exchange and was accounted for on a historical cost basis as a common control transaction as if the transaction occurred on the first day of the earliest comparative period presented. At the conclusion of the Share Exchange, the former holders of Contakt LLC membership interests held 100% of Contakt's common shares, except for the de minimis 100 common shares already outstanding in Contakt that was issued at formation.

On December 3, 2020, Contakt entered into an amalgamation agreement (the "Tracker Amalgamation Agreement") with Contakt LLC, 1276313 B.C. Ltd., a newly incorporated wholly-owned subsidiary of Tracker ("Tracker Subco"), and the shareholders of Contakt on this date (the "Founding Contakt Shareholders").

The Amalgamation Agreement provided for the amalgamation of Tracker Subco and Contakt, to form 1315006 B.C. Ltd. (the "Transaction") and, among other things:

• (i) the Founding Contakt Shareholders exchanging their common shares in Contakt for an aggregate of 17,160,364 Class A Subordinate Voting Shares of Tracker and 100,497 Class B Super Voting Shares of Tracker;
• (ii) the Non-Founding Contakt Shareholders exchanging their common shares in Contakt for Subordinate Voting Shares of Tracker on a 1:1 basis;
• (iii) common share purchase warrants of Contakt being exchanged for warrants of Tracker having equivalent terms on a 1:1 basis;
• (iv) Tracker issuing 5,500,000 RSUs on closing to consultants, such RSUs to vest on a quarterly basis over the 21 months following the Transaction;
• (v) Tracker issuing Performance Warrants to Justin Beck pursuant to the CVO Employment Agreement.
• (vi) Tracker agreeing to issue additional Performance Warrants to Justin Beck on achievement of a Cross-listing Transaction.

In connection with the Transaction, on October 29, 2020, Tracker entered into a non-interest bearing loan agreement with Contakt LLC whereby Tracker agreed to provide to Contakt LLC a credit facility (the "Facility") in the amount of up to \$1,000,000 CAD, maturing October 29, 2021 (the "Maturity Date"). If the Transaction is terminated or abandoned before the Maturity Date, amounts due under the Facility will mature and become payable within 90 days of such termination or abandonment, as the case maybe; and if the Transaction is completed before the Maturity Date, amounts due under the Facility will become payable on the Maturity Date. Upon the closing of the Acquisition on July 12, 2021, the Facility in the amount of \$1,300,513 was eliminated on consolidation.

The Company also reorganized its share structure to redesignate its existing common shares as Class A subordinate voting shares and created a new class of Class B super voting shares.

Contakt LLC is a technology company modernizing the contact tracing process through next-generation data integrations, strategic health partnerships and respect for user privacy to empower and build mutual trust within communities.

Contakt LLC's unique platform acts as a sole source provider of digital contact tracing and ethical health surveillance for government agencies, institutions, enterprises and small businesses. It meets and exceeds the core needs for digital contact tracing as defined by the Centers for Disease Control and Prevention (CDC), while simultaneously protecting user privacy. Contakt LLC recently announced its inclusion as a globally competitive contact tracing system in a working group publication by the Public Health Informatics Institute, a division of the Task Force for Global Health, which operates in over 150 countries.

On August 12, 2021, the Company completed the acquisition of Stratum Health Solutions, LLC ("Stratum") from RTAE Holdings LLC ("RTAE"), which operates HealthCheck by StratumTM ("HealthCheck"), an encrypted wellness tracking and analytics tool. In connection with the acquisition, the Company issued 3,523,933 Class A Subordinate Voting Shares ("Contakt Shares") and a convertible note for \$4,155,000 (the "Note"). The Company also issued two convertible notes in the aggregate amount of \$410,000 as finders' fees with the same terms as the Note.

Recent Development

In March 2022, the Company entered into a mineral property purchase agreement (the "Agreement") pursuant to which it will acquire a 100% interest in and to 72 mining claims located on ground adjacent to the Frontier Lithium's PAK Lithium project in the Red Lake Mining District, Ontario. The claims to be acquired are known as the PAK South Project and PAK Southeast Project (together, the "Projects"). In consideration for the Projects, the Company will pay \$30,000 in cash and issue 2,000,000 Class A subordinate voting shares of the Company to the arms-length vendors within five business days of the date of the Agreement.

In April 2022, the Company entered into a property option agreement (the "Option Agreement") with 5042078 Ontario Inc. (the "Optionor"), pursuant to which it has been granted an option to acquire 33 unpatented single cell and multi cell mining claims (1094 hectares) located in Marks Township, Thunder Bay Mining Division, Ontario (the "Rockstone Project"). Pursuant to the agreement, the Company has the right to acquire a 100% ownership interest in and to the Rockstone Project upon the Company paying the Optionor an aggregate of \$2,000,000 over nine years and issuing the Optionor 500,000 Class A subordinate voting shares of the Company within 30 days of the Option Agreement.

On May 27, 2022, the Company entered into a property option agreement with 3EX Resource Corp. ("3EX Resource"), pursuant to which it has been granted an option to acquire the 353.2-hectare Zen-Whoberi Copper-Cobalt-Platinum-Palladium Project, located 30 kilometres north of Mont Laurier, Quebec. Pursuant to the agreement, the Company has the right to acquire a 100% ownership interest in and to the project upon the Company:

• Issuing 3EX Resource an aggregate of 1,200,000 Class A subordinate voting shares of the Company ("Shares"), with 600,000 Shares issuable within 5 days of the option agreement (issued) and 600,000 Shares issuable on or before the first anniversary of the option agreement;
• Incurring aggregate exploration expenditures on the project of \$300,000 CAD, with \$100,000 CAD on or before the first anniversary of the option agreement and an additional \$200,000 CAD on or before the second anniversary of the option agreement; and
• Paying an aggregate of \$15,000 CAD (paid).

On June 1, 2022, the Company entered into an option agreement to acquire 100% interest in the 1,451-hectare (3,585 acre) Buda Pegmatite Property, near Thunder Bay Ontario. Pursuant to the property option agreement with 5042078 Ontario Inc., the Company has a right to acquire a 100% interest in and to the Buda Pegmatite Property upon (i) payment of an aggregate sum totaling US\$1 million in cash payable over four years and issuing 2,000,000 Class A Subordinate Voting Shares over the first year (500,000 Class A Subordinate Voting Shares issued). The project will be subject to a 3% NSR royalty with a 1% NSR buyout option for US\$1 million.

On June 28, 2022, the Company entered into an option agreement with Quartier Minerals Inc. to acquire 100% interest in the Galaxy Pegmatite Project located near Mont-Laurier, Quebec. Pursuant to the property option agreement, the Company has the right to acquire a 100% ownership interest in and to the project upon the Company:

• Cash payment of \$50,000 upon executing the option agreement (paid) and issue 500,000 Class A subordinate voting shares of the Company within 30 days of the execution date ("Execution Date") of the option agreement (issued);
• Cash payment of \$100,000, issue 500,000 Class A subordinate voting shares of the Company and incur \$100,000 in exploration expenditures on the project on or before the first anniversary of the Execution Date; and
• Incur an additional \$200,000 in exploration expenditures on the project on or before the second anniversary of the Execution Date.

In August 2022, the Company entered into an option agreement to acquire, from an arm's length party, a 100% interest in and to the Taiga Lithium Project. Pursuant to the property option agreement (the "Agreement"), the Company has the option to acquire a 100% interest in the Project (subject to the NSR Royalty described below) from Andrew Sostad and Christopher Sostad (the "Optionors") by

• (i) making cash payments totaling \$305,000 in installments over the course of three years (\$25,000 CAD paid),
• (ii) issuing a total of 3,000,000 Class A Subordinate Voting Shares of the Company in tranches over the course of seven months (500,000 Class A Subordinate Voting Shares issued),
• (iii) incurring a total of \$550,000 in exploration expenditures over the course of three years, and
• (iv) issuing upon execution (complete) a total of 1,500,000 share purchase warrants, 750,000 of which are exercisable at a price of \$0.30 and 750,000 of which are exercisable at a price of \$0.40, vesting over a period of seven months. The Warrants are exercisable for three years from the applicable vesting date.

Upon the Company completing the above and exercising its option to acquire the Project, the Company will grant the Optionors a 2% NSR Royalty, with the Company retaining the right to buy back from the Optionors half (or 1%) of the NSR Royalty for \$1,000,000.

In June 2022, the Company acquired an option to acquire the Thor Manganite project on the Magdalene Islands in Quebec. Pursuant to the option, the Company has the right to acquire a 100% interest in and to the Property upon (i) paying \$15,000 in cash and issuing 350,000 subordinate voting shares of the Company to the optionor within 30 days of execution of the option (issued in October 2022) and (ii) paying \$25,000 in cash and issuing 650,000 shares to the optionor within one (1) year of execution of the option. Pursuant to the option, the Property is subject to a 2% NSR Royalty, half of which may be repurchased by the Company for \$1,000,000.

From September 1, 2022 to December 29, 2022

The Company acquired, through staking, an additional 2,568 hectares near Patriot Battery Metals Corvette Project in the James Bay Region of Quebec.

The Company acquired, through staking, an additional 2,114 hectares over 36 cells adjacent to the Company's Galaxy Lithium Project, near Mont Laurier, Quebec, with an additional 14 cells still pending application.

The Company entered into an option agreement to acquire additional 1,336 hectares directly adjacent to the Company's Hellcat Project, which is part of the Company's larger Camaro Project in the James Bay Region of Quebec. Pursuant to the property option agreement (the "Agreement"), the Company has the option to acquire a 100% interest in the Project from Tamed Mining Corp.. (the "Optionor") by (i) making cash payments totaling \$150,000 in installments over the course of twelve (12) months, (ii) issuing a total of 2,500,000 Class A Subordinate Voting Shares of the Company in tranches over the course of twenty (24) months.

The Company acquired the Shorty West Lithium Project in the Northwest Territories, Canada, covering 410 hectares across two claim blocks. Pursuant to the Acquisition, the Company is acquiring a 100% interest in and to the Project upon paying \$17,500 in cash and issuing 600,000 Class A Subordinate Voting Shares of the Company to the Project vendor.

Selected Annual Financial Information

The table below sets out certain selected financial information regarding the operations of the Company for the periods indicated. The selected financial information has been prepared in accordance with IFRS and should be read in conjunction with the Company's consolidated financial statements and related notes.

	Year ended	Year ended
	August 31, 2022		August 31, 2021
Revenue – continuing operations	\$ 588,558	\$	162,521
Net loss	\$ 3,174,607	\$	24,216,236
Loss per Class A subordinate voting share	\$ 0.06	\$	1.32
Loss per Class B super voting share	\$ 5.68	\$	132.11
Total assets	\$ 1,806,386	\$	271,930

The Company incurred a net loss of \$3,174,607 in 2022 as compared to the net loss of \$24,216,236 for 2021. In the current year, the Company incurred interest expense of \$1,295,065 mainly related to the convertible loan and stock-based compensation related to the granting and vesting of stock options and RSUs and incremental fair value of repriced finders' warrants. The comparative year's figures includes listing cost from reverse take-over of \$11,374,144 related to the acquisition of Contakt, impairment of investment of \$5,814,850 related to the acquisition of Stratum, professional fees of \$2,867,446, marketing expenses of \$1,225,232, research and development of \$1,284,181 and stock-based compensation of \$829,435.

The Company has not declared any dividends since its incorporation and does not anticipate paying cash dividends in the foreseeable future on its common shares, but intends to retain any future earnings to finance internal growth, acquisitions and development of its business. Any future determination to pay cash dividends will be at the discretion of the board of directors of the Company and will depend upon the Company's financial condition, results of operations, capital requirements and such other factors as the board of directors of deems relevant.

Selected Quarterly Financial Information

A summary of results for the last eight quarters follows:

		Aug 31, 2022 Q4		May 31, 2022 Q3		Feb 28, 2022 Q2	Nov 30, 2021 Q1
Revenue	\$	73,312	\$	88,962	\$	248,384	\$ 177,900
Net loss total	\$	1,235,935	\$	976,474	\$	827,375	\$ 134,823
Loss per share	\$	-	\$	-	\$	-	\$ -
Loss per Class A subordinate voting share	0.02 \$	0.02	0.02 \$	0.02	0.02 \$	0.02	\$ 0.00
Loss per Class B super voting share	\$	2.28	\$	1.92	\$	1.29	\$ 0.19

	Aug 31, 2021 Q4	May 31, 2021 Q3	Feb 28, 2021 Q2	Nov 30, 2020 Q1
Revenue	\$ 162,521	\$ -	\$ -	\$ -
Net loss total	\$ 20,042,628	\$ 1,069,225	\$ 1,749,294	\$ 1,355,089
Loss per share	\$ -	\$ 0.04	\$ 0.07	\$ 0.08
Loss per Class A subordinate voting share	\$ 0.50	\$ -	\$ -	\$ -
Loss per Class B super voting share	\$ 49.57	\$ -	\$ -	\$ -

Due to rounding, the figures for the Company's loss per share may not add up to the amount disclosed in the Company's annual consolidated financial statements.

Quarterly results will continue to fluctuate dependent on activities associated with implementation of the Company's sales of its software solutions, as well as marketing and promotional activities of its product offerings.

Results of Operations

Year ended August 31, 2022

During the year ended August 31, 2022, the Company reported a net loss of \$3,174,607 as compared to a net loss of \$24,216,236 for the comparable year ended August 31, 2021. Total expenses for the year ended August 31, 2022 amounted to \$4,662,339 as compared to \$7,208,338 for the comparable period, a decrease of \$2,545,999 that can be attributed to a decrease in office administration costs from \$934,286 to \$284,184, decrease in consulting and marketing costs from \$1,225,232 to \$518,693, decrease in professional fees from \$2,867,446 to \$717,505 and decrease in research and development costs from \$1,284,181 to \$Nil. During 2022, the Company recorded a bad debt expense of \$260,997 compared to \$Nil in 2021.

During 2021, the Company completed the reverse acquisition of Tracker and business combination with Stratum resulting in significantly higher professional fees and other administrative fees for the comparative period in 2021.

The Company also recorded stock-based compensation \$1,607,493 related to the granting and vesting of restricted share units, stock options from previous and current periods and incremental fair value of repriced finders' warrants.

Convertible loans issued during the previous quarter have embedded derivatives which are separately calculated using the Black-Scholes Option Pricing Model at each reporting date. Total gain on remeasurement of derivatives was \$932,020 for the year compared to \$494,305 in 2021. The Company accrued interest expense of \$1,295,065 on these convertible loans for the year ended August 31, 2022.

Three months ended August 31, 2022

During the three months ended August 31, 2022, the Company reported a net loss of \$1,235,935 as compared to a net loss of \$20,042,628 for the comparable period ended August 31, 2021. Total expenses for the three months ended August 31, 2022 amounted to \$1,303,669 compared to \$2,835,155 for the comparable period, a decrease of \$1,531,486. The decrease in expenses is as explained above, including decrease in professional fees, research and development, and consulting and marketing fees arising from acquisitions.

During the comparative period, the Company recorded listing cost from reverse take-over of \$11,374,144 and impairment loss on Stratum investment of \$5,814,850.

For the quarter ended August 31, 2022, the Company recorded stock-based compensation of \$261,923 related to the granting and vesting of restricted share units and stock options from previous and current periods and incremental fair value of repriced finders' warrants.

Interest expense related to the convertible loans and the gain on remeasurement of derivatives was \$319,634 and \$47,000, respectively.

Liquidity and Capital Resources

The Company's cash position as at August 31, 2022 was \$362,455 (2021: \$44,094) with a working capital deficiency of \$7,104,628 (2021: \$6,779,053). Total assets as at August 31, 2022 were \$1,806,386 (2021: \$271,930).

The Company believes that the current capital resources are not sufficient to pay overhead expenses for the next twelve months and its commitments and will need to seek additional funding to fund its overhead expenses, commitments, its development of its product and future business opportunities. The Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company's liquidity and future prospects.

Since the Company will not be able to generate cash from its operations in the foreseeable future, the Company will have to rely on the issuance of shares or the exercise of options and warrants to fund ongoing operations and investment. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

The Company manages its capital structure in order to ensure sufficient resources are available to meet operational requirements and safeguard its ability to continue as a going concern. There are no externally imposed capital requirements on the Company. Management considers the items included in shareholders' equity (deficit) as capital. The Company manages the capital structure and makes adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets. The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the operation of the Company. To secure the additional capital necessary to pursue these plans, the Company intends to raise additional funds through equity or debt financing. There were no changes to the Company's approach to capital management during the year ended August 31, 2022.

Going Concern

The consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company was not expected to continue operations for the foreseeable future. At August 31, 2022, the Company has not achieved profitable operations, has accumulated losses of \$27,481,408 since inception and expects to incur further losses in the development of its business. The above material uncertainties cast significant doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent upon successful results from its operations, its ability to attain profitable operations to generate funds, and/or its ability to raise equity capital or borrowings sufficient to meet its current and future obligations. Although the Company has been successful in the past in raising funds to continue operations, there is no assurance it will be able to do so in the future.

From 2020 onward, the actual and threatened spread of the COVID-19 virus globally has had a material adverse effect on the global economy and, specifically, the regional economies in which the Company operates. The pandemic could continue to have a negative impact on the stock market, including future trading prices of the Company's shares and its ability to raise new capital for its mineral exploration activities. The Company's contact tracing business was designed to slow the spread of COVID-19 and other viruses; however, these factors, amongst others, could still have a significant impact on the Company's operations as restrictions on populations and the need for contact tracing reduce over time.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements.

Related Party Transactions

Key Management Compensation

Key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and include the Company's executive officers and members of the Board of Directors. Key management compensation consisted of the following:

During the year ended August 31, 2022, the Company paid and/or accrued \$82,562 (2021 - \$9,908) to Zayn Kalyan and his company, Pacrim Capital Corp., \$84,921 (2021 - \$7,608) to Dong Shim and his companies, Golden Tree Capital Corp. and SHIM & Associates LLP, \$46,727 (2021 - \$Nil) to Michael Townsend and his company, Altus Capital Partners Corp., \$Nil (2021 - \$81,000) to Andre Basbaum, \$Nil (2021 - \$6,000) to Miguel Motta, \$Nil (2021 - \$24,750) to Procedous, LLC, a company controlled by Miguel Motta, \$Nil (2021 - \$54,000) to Robin Coleman and \$Nil (2021 - \$90,332) to Catherine Delcin.

Stock-based compensation expense related to stock options granted to related parties amounted to \$142,357 and stock-based compensation expense related to RSUs granted to related parties amounted to \$90,388.

The following summarizes the balances with the related parties as at August 31, 2022 and 2021:

	August 31, 2022	August 31, 2021
Balances
Accounts payable and accrued liabilities - Officer	\$ (40,138)	\$ (10,000)
Due to Directors and/or Officers	(222,800)	(55,111)
Total	\$ (262,938)	\$ (65,111)

The amounts due to related parties are unsecured, non-interest bearing, and due on demand.

On September 1, 2020 and amended March 16, 2021, Contakt LLC entered into an employment agreement with Justin Beck (the "CVO Employment Agreement") setting forth the terms and conditions of his employment, which provides for his base salary and includes, among other things, provisions regarding non-disclosure, non-competition, and termination. Pursuant to the CVO Employment Agreement, Mr. Beck is paid an annual base salary of \$325,000 (the "Base Salary") for a term of two years (the "Employment Term").

In addition to a base salary, Contakt LLC may offer Mr. Beck additional incentive compensation for as long as he is employed by Contakt LLC and if employment terminates prior to a vesting date, all non-vested shares and option awards shall terminate immediately.

The incentive compensation includes performance warrants issued upon Contakt LLC completing a go public transaction in July 2021. Pursuant to the CVO Employment Agreement, Mr. Beck has earned certain performance warrants, which were conditions of the going public transaction. The Company terminated the CVO Employment Agreement and all performance warrants issued to Mr. Beck were cancelled.

In April 2022, the Company retained Altus Capital Partners Inc. ("Altus") as its corporate finance advisor (the "Engagement"), a company controlled by a director of the Company. Altus is a venture finance and corporate advisory firm based in Vancouver, Canada, that partners with hyper growth businesses and successful operators. As compensation under the Engagement, Altus will receive \$10,000 per month in consulting fees, such fees to be payable in class A subordinate voting shares of the Company, using 20-day VWAP, as well as a one-time grant of 500,000 class A subordinate voting share purchase options exercisable at \$0.25 for 3 years. The fair value of the stock options of \$66,490 was determined using the Black-Scholes option pricing model, and is included in stockbased compensation for the year ended August 31, 2022.

During the year, the Company issued 88,461 Class A Subordinate Voting Share in settlement of and valued at the fair value of the \$21,000 of consulting fees to Altus.

Outstanding Share Data

The Company's authorized capital consists of:

An unlimited number of Class A Subordinate Voting Shares are authorized without par value.

An unlimited number of Class B Super Voting Shares are authorized without par value. Each Class B Super Voting Share entitles the holder to 100 votes at general and special meetings of shareholders of the Company and covert such shares into Subordinate Voting Shares on a 1:100 basis.

Below is the summary of the Company's share capital as at August 31, 2022 and as of the date of this report:

	As at
Security description	August 31, 2022	Date of Report
Class A subordinate voting shares - issued and outstanding	67,476,795	83,076,330
Class B super voting shares - issued and outstanding	54,211	41,211
Options	5,403,888	5,853,888
Warrants	26,126,874	25,951,163
Performance warrants	1,500,000	1,500,000
Finder's warrants	987,856	913,236
Restricted stock units	2,707,500	2,865,835

Critical Accounting Estimates and Judgments

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both.

Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the consolidated financial statements within the next financial year are discussed in note 3 to the annual consolidated financial statements for the year ended August 31, 2022.

Risk and Uncertainty Factors Risks Related to our Business Limited Operating History:

Additional Financing Will be Required:

The Company will need additional financing to continue its operations. Financing may not be available to the Company on commercially reasonable terms, if at all, when needed. There is no assurance that the Company will be successful in raising additional capital or that the proceeds of any future financings will be sufficient to meet its future capital needs.

Impact of Competition:

The technology industry is very dynamic with new technology and services being introduced by a range of players, from larger established companies to start-ups, on a frequent basis. Newer technology may render the Company's technology obsolete which would have a material, adverse effect on its business and results of operations. The Company will be competing with others offering similar products. If the Company's systems and technology fail to achieve or maintain market acceptance, or if new technologies are introduced by competitors that are more favorably received than the Company's technology, or are more cost-effective or provide legal exclusivity through patents or are otherwise able to render the Company's technology obsolete, the Company will experience a decline in demand which will result in lower sales performance and associated reductions in operating profits all of which would negatively affect stock prices for the Company.

Information Technology, Network and Data Security Risks:

The Company faces security risks. Any failure to adequately address these risks could have an adverse effect on the business and reputation of the Company. Computer viruses, break-ins, or other security problems could lead to misappropriation of proprietary information and interruptions, delays, or cessation in service to clients.

Reliance on Third Parties:

The Company relies on certain technology services provided to it by third parties, and there can be no assurance that these third-party service providers will be available to the Company in the future on acceptable commercial terms or at all. If the Company were to lose one or more of these service providers, it may not be able to replace them in a costeffective manner, or at all. This could harm the business and results of operations of the Company.

Investment in Technological Innovation:

If the Company fails to invest sufficiently in research and product development, its products could become less attractive to potential clients, which could have a material adverse effect on the results of operations and financial condition of the Company.

New Laws or Regulations:

A number of laws and regulations may be adopted within the banking industry both domestically and internationally. Adoption of any such laws or regulations might impact the ability of the Company to deliver increasing levels of technological innovation and will likely add to the cost of developing its software solutions, which would adversely affect its results of operations.

Retention or Maintenance of Key Personnel:

There is no assurance that the Company can continuously attract, retain or maintain key personnel in a timely manner if the need arises, even though qualified replacements are believed by management to exist. Failure to have adequate personnel may materially harm the ability of the Company to operate.

Proprietary Rights Could Be Subject to Suits or Claims:

No assurance exists that the Company or any Company with which it transacts business, can or will be successful in pursuing protection of proprietary rights such as business names, logos, marks, ideas, inventions, and technology which may be acquired over time. In many cases, governmental registrations may not be available or advisable, considering legalities and expense, and even if registrations are obtained, adverse claims or litigation could occur.

Lack of Control in Transactions:

Management of the Company intends to retain other companies to perform various services, but may not be in a position to control or direct the activities of the parties with whom it transacts business. Success of the Company may be subject to, among other things, the success of such other parties, with each being subject to their own risks.

No Guarantee of Success:

The Company as well as those companies with which it intends to transact business, have significant business purchases, advertising and operational plans pending and is/are, therefore, subject to various risks and uncertainties as to the outcome of these plans. No guarantee exists that the Company, or any company with which it transacts business, will be successful.

Fluctuations in Operating Results:

The Company's revenues and operating results may fluctuate from quarter to quarter and from year to year due to a combination of factors, including, but not limited to: access to funds for working capital and market acceptance of its services.

Revenues and operating results may also fluctuate based upon the number and extent of potential financing activities in the future. Thus, there can be no assurance that the Company will be able to reach profitability on a quarterly or annual basis.

Exploration Industry Risks:

Exploring and developing mineral resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is not feasible or practical to proceed. The Company monitors its risk-based activities and periodically employs experienced consulting, engineering, insurance and legal advisors to assist in its risk management reviews.

Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the company's title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

Metal Price Risk:

The principal activity of the Company is the exploration and development of precious metal and base metal resource properties. A sustained and substantial decline in precious metal and base metal commodity prices could result in the write-down, termination of exploration and development work or loss of its interests in identified resource properties. Although such prices cannot be forecasted with certainty, the Company carefully monitors factors which could affect precious metal and base metal commodity prices in order to assess the feasibility of its resource projects.

Other Risks

The Company's Share Price Fluctuations and Speculative Nature of Securities:

The price of the Company shares could fluctuate substantially and should be considered speculative securities. The price of the Company's shares may decline, and the price that prevails in the market may be higher or lower than the price investors pay depending on many factors, some of which are beyond the Company's control. In addition, the equity markets in general have experienced extreme price and volume fluctuations historically that have often been unrelated or disproportionate to the operating performance of those companies. These broad market factors may affect the market price of the Company's shares adversely, regardless of its operating performance.

Volatility in the Price of the Company Shares:

The market for the Company's Shares may be characterized by significant price volatility when compared to seasoned issuers, and management expects that the share price will be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. The Company may in the future be a target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention from dayto-day operations and consume resources, such as cash.

Operating results may fluctuate as a result of a number of factors, many of which are outside of the control of the Company. The following factors may affect operating results: ability to compete; ability to attract clients; amount and timing of operating costs and capital expenditures related to the maintenance and expansion of the business, operations and infrastructure; general economic conditions and those economic conditions specific to the banking industry; ability to keep web access operational at a reasonable cost and without service interruptions; the success of product expansion; and ability to attract, motivate and retain top-quality employees.

Investor Relations

The Company has not entered into any agreements with any investor relations firms. Additional information on the Company can also be found on www.sedar.com.

Additional Disclosure for Venture Issuers without Significant Revenue

Additional disclosure is available on the Company's website or through www.sedar.com.