iSIGN Media Solutions Inc.

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Consolidated Financial Statements For the Years Ended April 30, 2020 and 2019 Expressed in Canadian Dollars

ATTRACT . TRANSACT . MEASURE .

iSIGN MEDIA SOLUTIONS INC.

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS APRIL 30, 2020 and 2019

Auditor’s Report	1 - 3
Consolidated Statements of Financial Position	4
Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)	5
Consolidated Statements of Loss and Comprehensive Loss	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8 - 38

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Independent Auditor’s Report

To the Shareholders of iSign Media Solutions Inc.

Opinion

We have audited the consolidated financial statements of iSign Media Solutions and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at April 30, 2020 and 2019, and the consolidated statements of changes in shareholders’ equity (deficiency), consolidated statements of loss and comprehensive loss and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at April 30, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for opinion

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

Material uncertainty related to going concern

We draw attention to Note 2 in the consolidated financial statements, which indicates that the Company incurred significant losses since inception and reported a working capital deficiency including liabilities past due. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that material uncertainties exist that cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis .

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

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially

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Page 1

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inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

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

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

Auditor’s responsibilities for the audit of the consolidated financial statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risks of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

The engagement partner of the audit resulting in this independent auditor’s report is Jessica Glendinning.

McGovern Hurley LLP

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Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario September 9, 2020

Page 3

iSIGN Media Solutions Inc. Consolidated Statements of Financial Position As at April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

Going Concern [Note 2] Commitments and Contingencies [Note 21] Subsequent Events [Note 22] Approved by the board "B. MacBean" "B. Reilly" _____ _______ Director Director [Notes] Assets Current assets Cash Restricted cash [6] Accounts receivable (net of allowance of $77,157, 2019 - $161,022) Other receivable Sales taxes recoverable Prepaid expenses and deposits Total current assets Non-current assets Property and equipment [8] Intangible assets [9] Total non-current assets Total assets Liabilities Current liabilities Bank indebtedness [10] Accounts payable and accrued liabilities [18] Advances [11,18.xiv, 18.xviii] Notes payable [12, 18iii, 18.xi] Convertible notes payable [13, 18.iv, viii, ix, x, xii, xiii, xvi] Total current liabilities Non-current liabilities Other liabilities [14] Total liabilities Shareholders’ (deficiency) Share capital [15.a] Warrants [15.d] Contributed surplus [16] Convertible debenture conversion option Deficit Total shareholders’ (deficiency) Total liabilities and shareholders’ (deficiency)	2020 2019
	$ 14,390 $ 93,305 10,000 10,000 1,800 - - 1,417 29,483 10,264 11,403 12,103
	67,076 127,089
	9,622 11,154 49,521 53,219
	59,143 64,373
	$ 126,219 $ 191,462
	$ 21,700 $ - 1,212,437 1,497,454 308,000 150,000 660,700 561,743 2,010,639 1,987,004
	4,213,476 4,196,201 302,337 302,337
	4,515,813 4,498,538
	15,770,936 14,665,807 90,145 1,714,708 10,755,603 9,125,247 162,359 162,359 (31,168,637) (29,975,197)
	(4,389,594) (4,307,076)
	$ 126,219 $ 191,462
	_______

The accompanying notes form an integral part of these consolidated financial statements.

iSIGN Media Solutions Inc. Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) For the Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

[Notes]	Share Capital Warrants Number Amount Number Amount Contributed Surplus Deficit $ $ $ $	Convertible Debenture Conversion Option Total Shareholders’ Equity (Deficiency) $ $
Balance at April 30, 2018 Issuance of common shares in exchange for debt [15.a] Ascribed value of Warrant bonus [15.d] Convertible debenture conversion option Transfer to contributed surplus: Ascribed value of expired warrants [15.d,16] Share-based compensation [15.c] Net loss Balance at April 30, 2019 Issuance of common shares in exchange for debt [15.a] Warrants exercised [15.a] Convertible debenture conversion option Transfer to/from contributed surplus: Ascribed value of exercised warrants [15.d] Ascribed value of expired warrants [15.d, 16] Share-based compensation [15.c] Net loss Balance at April 30, 2020	111,468,952 13,662,659 20,743,870 2,539,463 8,108,873 (28,591,937) 10,918,664 1,003,148 - - - - - - 6,007,000 172,744 - - - - - - - - - - (9,499,999) (997,499) 997,499 - - - - - 18,875 - - - - - - (1,383,260)	115,500 (4,165,442) - 1,003,148 - 172,744 46,859 46,859 - - - 18,875 - (1,383,260)
	122,387,616 14,665,807 17,250,871 1,714,708 9,125,247 (29,975,197) 13,006,769 775,505 - - - - 2,560,000 256,000 - - - - - - - - - - - 73,624 (2,560,000) (73,624) - - - - (14,013,094) (1,550,939) 1,550,939 - - - - - 79,417 - - - - - - (1,193,440)	162,359 (4,307,076) - 775,505 - 256,000 - - - - - - - 79,417 - (1,193,440)
	137,954,385 15,770,936 677,777 90,145 10,755,603 (31,168,637)	162,359 (4,389,594)

The accompanying notes form an integral part of these consolidated financial statements.

iSIGN Media Solutions Inc. Consolidated Statements of Loss and Comprehensive Loss For the Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

[Notes]	2020 2019
Revenues Sales Total revenue Cost of Sales Gross Profit Expenses Amortization - intangible assets [9] Depreciation – property and equipment [8] General and administration [26] Research and development Interest Selling and marketing [25] Accretion interest Total expenses Net loss before income tax Deferred tax recovery [17] Net loss and comprehensive loss for the year Loss per share (basic and diluted) [19] Weighted average number common shares outstanding (basic and diluted) [19]	$28,365 $25,767
	28,365 25,767 22,673 20,646
	5,692 5,121
	3,698 3,698 1,532 1,733 792,193 918,800 26,300 16,600 225,468 215,656 2,819 48,391 147,122 201,703
	1,199,132 1,406,581
	$ (1,193,440) $ (1,401,460) - (18,200)
	$(1,193,440) $(1,383,260)
	(0.01) (0.01) 129,872,974 119,457,717

The accompanying notes form an integral part of these consolidated financial statements.

iSIGN Media Solutions Inc. Consolidated Statements of Cash Flows For the Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

[Notes]	2020	2019
Net (outflow) inflow of cash related to the following activities: Operating Net loss Adjustments for non-cash items: Depreciation – property and equipment [8] Amortization – intangible assets [9] Share-based compensation [15.c] Accretion interest [12, 13] Deferred tax recovery [17] Net change in non-cash working capital [24] Net cash used in operating activities Investing Additions to property and equipment [8] Net cash used in investing activities Financing Advances [18xiv, 18xviii] Exercise of warrants Issuance of convertible notes payable [13vi, 13vii] Net cash provided by financing activities Change in cash Cash – beginning of year (Bank Indebtedness) Cash – end of year Cash positions consist of: Cash (defined as unrestricted bank balance) Bank indebtedness [10] Supplemental Information: Shares issued in settlement of debt Warrants ‘issued’ in lieu of cash interest	$ (1,193,440) 1,532 3,698 79,417 147,122 -	$ (1,383,260) 1,733 3,698 18,875 201,703 (18,200)
	(961,671) 447,056	(1,175,451) 374,934
	$ (514,615)	$ (800,517)
	$-	$ (1,553)
	$-	$ (1,553)
	$ 158,000 256,000 -	$ 90,000 - 797,639
	$414,000	$887,639
	$ (100,615) 93,305	$ 85,569 7,736
	$(7,310)	$ 93,305
	$ 14,390 (21,700)	$ 93,305 -
	$(7,310)	$ 93,305
	$ 775,505 -	$ 1,003,148 172,744

The accompanying notes form an integral part of these consolidated financial statements.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

1. Description of Business

iSIGN Media Solutions Inc. (“iSIGN” or the “Company”) was incorporated under the laws of Ontario on May 15, 2007. The Corporation's head office is located at 45A West Wilmot Street, Unit 3 in Richmond Hill, Ontario, L4B 2P2.

iSIGN is a data focused Software-as-a-Service (“SaaS”) company in the areas of location-based security alert messaging and proximity marketing utilizing Bluetooth® and Wi-Fi connectivity. Creators of the Smart Suite of products, a patented interactive proximity marketing technology, iSIGN enables the delivery of messages to mobile devices, with real-time reporting and analytics.

2. Going Concern

While these consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, certain material uncertainties and events cast significant doubt upon the validity of this assumption. As at the year ended April 30, 2020, the Company has incurred significant losses since its inception in the amount of $31,168,637 (April 30, 2019 - $29,975,197). As at the year ended April 30, 2020, the Company reported a working capital deficiency of $4,146,400 (April 30, 2019 - $4,069,112) and certain of its notes payable and convertible notes are past due.

The Company’s ability to continue as a going concern will depend on management’s ability to successfully execute its business plan and to raise capital through equity or debt financing until such time as the Company can support its activities through its own cash flow. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operation.

If the going concern assumption were not appropriate for these consolidated financial statements, adjustments would be necessary to the carrying values of assets and liabilities, the reported loss and comprehensive loss and the statement of financial position classifications used. The financial statement items most likely to be subject to adjustment would be property and equipment and intangible assets.

Novel Coronavirus (“COVID-19”)

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

3. Basis of Preparation

Statement of Compliance

These consolidated financial statements, including comparatives, have been consistently prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements were authorized for issue by the Board of Directors on September 9, 2020.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

3. Basis of Preparation – continued

Basis of Measurement

These consolidated financial statements have been prepared on the basis of historical costs.

In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Functional and Presentation Currency

These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, iSIGN Media Corp., iSIGN Media Network Corp. and Pinpoint Commerce Inc.

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases.

Intra-group balances and transactions, and any unrealized gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Use of Estimates and Judgments

The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses during the reporting periods. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates and these differences could be material.

Intangible assets – The Company has capitalized certain costs to internally generated intangible assets related to intellectual property development; for costs incurred for a US patent that the Company has been awarded, as well as for patents in other jurisdictions that the Company is pursuing; and to the cost of obtaining certain contracts through a deferred share-based payment. Judgment is required in identifying whether a particular project can be properly classified as being in the development phase or not. In addition, judgment is required in order to identify and reliably measure the expenditures attributable to these development initiatives.

Inventories – The Company carries inventory on its accounts at the lower of cost and net realizable value. Judgment is required to evaluate when a write-down of inventory might be necessary and is required in the evaluation of available data to determine net realizable value.

Accounts receivable – The Company carries trade accounts receivable at cost net of an allowance for expected credit losses which provides for any uncertainty of collection. Judgment is required on the evaluation of future probable events that might impact a customer’s ability or intention to make full payment of these accounts.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

3. Basis of Preparation – continued

Use of Estimates and Judgments – continued

Provisions – Provisions necessarily involve extensive judgment about the impact that a past event may have on future outlays and what amount would be required to be recorded in the current period to adequately reflect the obligation at the end of the reporting period.

Depreciation - Depreciation is calculated to amortize the cost, less estimated residual value, of property and equipment on a declining balance or a straight-line basis over their expected useful lives. Estimates of residual value and useful lives are based on data and information from various sources including vendors, industry practice, and company-specific history (Note 8).

Amortization - Amortization is calculated to amortize the cost of intangible assets on a straight-line basis over their expected useful lives. Useful lives are based on data and information from industry practice and company-specific history (Note 9).

Impairment - The determination of whether indicators of impairment exist and the aggregation of assets into cash generating units ("CGUs") based on their ability to generate independent cash flows is subject to management’s judgment. The recoverable amounts used for impairment calculations require estimates of future cash flows related to the assets or CGUs and estimates of discount rates applied to these cash flows.

The Company reviews impairment based on the following:

Intangible assets (Note 9)	- Whenever there are indicators of impairment
Property and equipment (Note 8)	- Whenever there are indicators of impairment

Share-based payments - Management is required to make certain estimates when determining the fair value of stock option awards, the number of awards that are expected to vest, and warrants related to deferred stock-based payments. These estimates affect the amount recognized as share-based payments in the consolidated statements of loss, and the amounts ascribed to warrants in the statements of financial position (Note 15).

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

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

3. Basis of Preparation – continued

Use of Estimates and Judgments – continued

Compound financial instruments – The Company has entered into convertible notes payable as described in Note 13. The fair value of the conversion option is estimated at the date of the transaction as the value of a similar liability that does not have an equity conversion option. Assumptions are made, and judgments are used in applying valuation techniques. Such judgement is inherently uncertain. Changes in the valuation assumptions could materially affect the fair value estimates of the liability and equity components of the convertible debentures.

Going concern assumption – Refer to Note 2

Contingencies – Refer to Note 21

4. Significant Accounting Policies

Revenue recognition

Revenue in the ordinary course of business is measured at the fair value of the consideration received or receivable.

The Company recognizes revenue when the product has been shipped or the services have been provided to the customer, the sales price is fixed and determinable and collectability is reasonably assured. Deferred revenue represents amounts invoiced but not earned as of the end of the period. In addition to this general policy, the following paragraphs describe the specific revenue recognition policies for each major category of revenue:

Equipment - Revenues from the sale of equipment are recognized when title is transferred to the customer and all significant contractual obligations that affect the customer’s final acceptance have been fulfilled.

Data management/broadcast software licensing - Revenue is recognized on a monthly basis over the life of the contract.

Data revenue - Revenue is recognized upon delivery of the contracted data.

Multiple element arrangements - The Company enters into transactions that represent multiple-element arrangements which may include a combination of equipment and software licensing. These multiple-element arrangements are assessed to determine whether they can be separated into more than one unit of accounting or element for the purposes of revenue recognition. When the appropriate criteria for separating revenue into more than one unit of accounting is met and there is vendor specific objective evidence of fair value for all units of accounting or elements in an arrangement, the arrangement consideration is allocated to the separate units of accounting or elements based on each unit’s relative fair value. This vendor specific objective evidence of fair value is established through the price charged for each revenue element when that element is sold separately. The revenue recognition policies described above are then applied to each unit of accounting.

Intangible assets

The Company's intangible assets including their estimated useful lives and amortization rates are as follows:

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

4. Significant Accounting Policies – continued

Intangible assets - continued

Internally-generated intangible assets

Technology Development Costs - 10 to 20 years Technology Development Costs – not yet available for use - to be determined Data Network Development Costs – not yet available for use - to be determined Patents - 20 years Other intangible assets Reacquired rights through a business combination - remaining life of the contract

Certain technology development costs included as part of the internally-generated intangible assets have been assessed as having a finite useful life. The finite useful life was determined to be related to the life of the U.S. Patent that protects this technology, which expires in November 2027. The estimated useful lives and amortization methods are reviewed at each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis.

- Internally generated intangible assets research and development expenditures

Expenditures on research activities are recognized as an expense in the period in which they are incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated:

the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible assets is the sum of the expenditures incurred from the date when the intangible asset first meets the recognition criteria listed above. Further, the intangible asset is evaluated to determine if it has a finite or indefinite life. If the asset has a finite life, the estimated useful life is determined when the asset is available for use. Intangible assets that have an indefinite life are not subject to amortization. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost).

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

4. Significant Accounting Policies – continued

Intangible assets acquired in a business combination - continued

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Inventories

Inventories are measured at the lower of cost and net realizable value. Inventories include all costs to purchase, assemble and to bring the inventories to their present location and condition on an average cost basis.

Under certain contracts with customers the Company transfers its products to the customers' locations but retains ownership of the equipment. In these circumstances the cost of the inventory is transferred to property and equipment. Such equipment consists of Smart Antennas and related hardware.

When a contract expires, Company equipment at customers' locations is retrieved and returned to the Company's warehouse at carried cost that is the cost less accumulated depreciation of the property. Incidental costs including transfer costs to and from the customer and maintenance costs are expensed in the period the costs are incurred.

Property and equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is charged so as to amortize the cost of these assets less residual value over their estimated useful economic lives, for the following classes of assets:

Smart Antennas	- 30% declining balance
Furniture and Fixtures	- 10% declining balance
Computer Equipment	- 30% declining balance
Leasehold Improvements	- Over the term of the lease

Products transferred from the Company's inventory to customers' locations, which remain the property of the Company, are transferred to the Company's equipment at the inventory carrying cost. Equipment is depreciated commencing from the power-on date of the equipment.

Impairment

Non-financial assets - At the end of each reporting period, the Company reviews the carrying amounts of its longlived assets (intangible assets and property and equipment) to determine whether there is any indication that those assets have suffered an impairment loss. Indefinite life intangibles are assessed annually for impairment. 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 ("CGU") to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGU’s, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

4. Significant Accounting Policies – continued

Impairment - continued

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 CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statement of loss.

Where an impairment loss subsequently reverses for assets with a finite useful life, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but so that 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 CGU in prior periods. A reversal of an impairment loss is recognized immediately in the consolidated statement of loss.

Income taxes

Tax expense comprises current and deferred tax. Tax is recognized in the consolidated statements of loss except to the extent it relates to items recognized in other comprehensive loss or directly in shareholders' deficiency.

Current Income Tax - Current tax expense is the expected tax payable or receivable based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred Tax - Deferred taxes are the taxes expected to be payable or recoverable on differences between the carrying amounts of assets in the consolidated statements of financial position and their corresponding tax bases. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and liabilities and their corresponding tax bases. Deferred tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred Tax Liabilities - (i) are generally recognized for all taxable temporary differences; (ii) are recognized for taxable temporary differences arising on investments in subsidiaries except where the reversal of the temporary difference can be controlled and it is probable that the differences will not reverse in the foreseeable future; and (iii) are not recognized on temporary differences that arise from goodwill which is not deductible for tax purposes.

Deferred Tax Assets - (i) are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized; and (ii) are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

4. Significant Accounting Policies – continued

Earnings (loss) per share

Basic earnings (loss) per share ("EPS") is calculated by dividing profit or loss attributable to owners of the Company (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the period. The denominator (number of units) is calculated by adjusting the shares in issue at the beginning of the period by the number of shares bought back or issued during the period, multiplied by a time-weighting factor.

Diluted EPS is calculated by adjusting the earnings (loss) and number of shares for the effects of dilutive options, and other dilutive potential units. The effects of anti-dilutive potential units are ignored in calculating diluted EPS. It is assumed that the proceeds upon the exercise of stock options, warrants and convertible debentures are used to purchase common shares of the Company at the average market price during the reporting period. All stock options, warrants and convertible debentures as at April 30, 2020 and 2019 are considered anti-dilutive as the Company is in a loss position.

Share-based payments

The Company operates an equity-settled compensation plan under which it receives services from employees, directors, officers, and contractors as consideration for equity instruments of the Company.

The Company uses the Black-Scholes pricing model to estimate the fair value of equity-settled awards at the grant date. The expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are satisfied. For awards with graded vesting, the fair value of each tranche is recognized over its respective vesting period.

When recognizing the fair value of each tranche over its respective vesting period, the Company incorporates an estimate of the number of options expected to vest and revises that estimate when subsequent information indicates that the number of options expected to vest differs from previous estimates.

No expense is recognized for awards that do not ultimately vest, except for equity-settled awards where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

Foreign currency translation

Transactions in currencies other than the Company's functional currency (foreign currency) are recognized at the exchange rates in effect on the transaction date. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Foreign exchange gains and losses on monetary items are recognized in the consolidated statement of loss.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

4. Significant Accounting Policies – continued

Financial assets and liabilities

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either FVPL or FVOCI, and “financial assets at amortized costs”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows.

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

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost. Other accounts receivable held for collection of contractual cash flows are measured at amortized cost.

Subsequent measurement – financial assets at amortized cost

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

Subsequent measurement – financial assets at FVPL

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

Subsequent measurement – financial assets at FVOCI

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

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

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

Derecognition

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

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

4. Significant Accounting Policies – continued

Impairment of financial assets

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

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company’s financial liabilities include bank indebtedness, accounts payable and accrued liabilities, advances, notes payable and convertible notes payable and other liabilities which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in accretion interest and expense in the consolidated statements of loss.

Derecognition

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

The Company classifies financial instruments recognized at fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

4. Significant Accounting Policies – continued

Compound financial instruments

Compound financial instruments issued by the Company comprise convertible notes payable that can be converted to share capital at the option of the holder, where the number of shares to be issued does not vary with changes in their fair value. The liability component of a compound financial instrument is recognized initially at the estimated fair value of a similar liability that does not have an equity conversion option. The equity component is recognized initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The Company currently has no other forms of equity authorized or issued other than common share ownership.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Change in Accounting Policies

During fiscal 2020, the Company adopted a number of new IFRS standards, interpretations, amendments and improvements of existing standards. These included IFRS 16 and IFRIC 23. These new standards and changes did not have any material impact on the Company’s consolidated financial statements.

5. Recent Accounting Pronouncements

Future Accounting Changes

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods on or after May 1, 2020 or later periods. Many are not applicable or do not have a significant impact to the Company and have

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

5. Recent Accounting Pronouncements – continued

Future Accounting Changes - continued

been excluded. 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”) and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) were amended in October 2018 to refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. The amendments are effective for annual reporting periods beginning on or after January 1, 2020.

IFRS 10 – Consolidated Financial Statements (“IFRS 10”) and IAS 28 – Investments in Associates and Joint Ventures (“IAS 28”) were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined; however early adoption is permitted.

6. Restricted Cash

Restricted cash consists of cash on deposit with the Company’s bank as security for the Company’s line of credit and credit card. The amount on deposit earned interest calculated at 0.5% annually from May 1, 2019 to April 30, 2020 and is refundable to the Company upon cancellation of the line of credit and/or credit card, or when the Company provides alternative acceptable security in support of the line and credit card.

7. Segmented Information

The Company's operations fall into one business segment, namely the providing of location-based interactive proximity advertising. The Company considers that its revenue and accounts receivable fall into one geographic area- North America.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

8. Property and Equipment

	Furniture and Fixtures Computer Equipment Leasehold Improvements Total $ $ $ $
Balance April 30, 2018 Additions Balance April 30, 2019 Balance April 30, 2020 Balance April 30, 2018 Depreciation Balance April 30, 2019 Depreciation Balance April 30, 2020 Balance April 30, 2019 Balance April 30, 2020	22,599 42,004 8,733 73,336
	- 1,553 - 1,553
	22,599 43,557 8,733 74,889
	22,599 43,557 8,733 74,889
	12,521 40,748 8,733 62,002 1,008 725 - 1,733
	13,529 41,473 8,733 63,735 907 625 - 1,532
	14,436 42,098 8,733 65,267
	9,070 2,084 - 11,154
	8,163 1,459 - 9,622

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

9. Intangible Assets

Cost Balance April 30, 2018, 2019 and 2020 Accumulated amortization Balance April 30, 2018 Amortization Balance April 30, 2019 Amortization Balance April 30, 2020 Net book value	Internally generated Patents Total $ $ 73,960 73,960
	17,043 1,435,061 3,698 3,698
	20,741 1,438,759 3,698 3,698
	24,439 1,442,457
	53,219 53,219
Balance April 30,2019
Balance April 30, 2020	49,521 49,521

Remaining amortization period (in months) 95 to 188

10. Bank Indebtedness

The Company has an available operating line of credit of $25,000 (April 30, 2019 - $25,000), which bears interest at bank prime plus 1.80%. As at April 30, 2020, the Company has utilized $21,700 (April 30, 2019 - $Nil). The line of credit is secured with a general security agreement covering all the property of the Company.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

11. Advances

The Company classifies funds received with no agreed upon rate of interest and terms of repayment as advances.

[Notes] Balance April 30, 2018 Additions 18.xiv Converted to shares 15.a.(iii) Converted to convertible notes payable 13.vi Balance, April 30, 2019 Additions 18.xviii Balance, April 30, 2020	Amount
	$ 98,000 150,000 (38,000) (60,000)
	$ 150,000 158,000
	$ 308,000

12. Notes Payable

i) On March 13, 2015, the Company entered into a secured $100,000 note with Korona Group Ltd., a company controlled by the Company’s Chief Executive Officer, at an interest rate of 8% compounded monthly, due and payable July 30, 2015. On June 29, 2015, the Company repaid $40,000 against the outstanding $100,000. The Company and the note holder have agreed to further extend the due date of the remaining $60,000 to December 31, 2018 at 8% interest compounded monthly (Note 18.iii). The note is past due at April 30 2020 and 2019.
ii) On August 8, 2017, the Company entered into a secured $600,700 note with Korona Group Ltd., a company controlled by the Company’s Chief Executive Officer, of which $198,700 was received during the year ended April 30, 2017 and was recorded under Advances (Note 18.xi). The note included the issuance of a 15% bonus paid in common shares of the Company, based upon the value of the note and utilizing a share price of $0.08 in lieu of cash interest payments (Note 18.xi).

On January 21, 2019, the Company and Note Holder extended the due date of the note to January 31, 2020, by the issuance of 6,007,000 warrants, priced at $0.10 issued in lieu of cash interest payments (Note 15.d.ii and 18.xi). See also Note 22.i

[Notes] Balance April 30, 2018 Accretion interest 12.(ii) Warrants issued for interest 12.ii, 18.xi 15.d.ii Balance April 30, 2019 Accretion interest Balance April 30, 2020	Amount
	$ 636,783 97,704 (172,744)
	$ 561,743 98,957
	$660,700

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

13. Convertible Notes Payable

i) On May 7, 2015, the Company entered into a secured convertible promissory note in the amount of $360,000 due May 7, 2016 and bearing an interest rate of 10% per annum to 1454602 Ontario Inc., a company controlled by two shareholders both of whom are considered to be insiders of the Company, due to ownership in excess of 10% of the common shares of the Company (Note 18.iv).

On May 7, 2016, the $360,000 note was replaced with a new convertible promissory note for the same amount and interest rate, due May 7, 2019, with conversion into common shares of the Company at $0.11 per share, with a warrant exercisable at $0.17 per share for a period of two years (Note 18.iv).

ii) On September 22, 2016, the Company entered into two secured convertible promissory notes in the total amount of $204,000 due September 22, 2017 and bearing an interest rate of 10% per annum, due upon maturity. One of the note holders, 1454602 Ontario Inc., is a company controlled by two shareholders both of whom are considered to be insiders of the Company due to diluted ownership in excess of 10% of the common shares of the Company. Both notes are convertible into common shares of the Company at $0.095, with a warrant exercisable at $0.15 per share for a period of two years (Note 18.viii).
iii) On October 13, 2016, the Company entered into two secured convertible promissory notes in the total amount of $139,000 due October 13, 2017 and bearing an interest rate of 10% per annum, due upon maturity. One of the note holders, 1454602 Ontario Inc., is a company controlled by two shareholders both of whom are considered to be insiders of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The other note holder, Unicare Inc., is a company partially controlled by a shareholder, who is considered to be an insider of the Company due to undiluted ownership in excess of 10% of the common shares of the Company. Both notes are convertible into common shares of the Company at $0.10, with a warrant exercisable at $0.15 per share for a period of two years (Note 18.ix).
iv) On October 24, 2016, the Company entered into three secured convertible promissory notes in the total amount of $225,000 due October 24, 2017 and bearing an interest rate of 10% per annum, due upon maturity. One of the note holders, Cancore Enterprise, is a company controlled by a shareholder, who is considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. These notes are convertible into common shares of the Company at $0.12, with a warrant exercisable at $0.18 per share for a period of two years (Note 18.x).
v) On February 28, 2018, the Company entered into a secured convertible promissory note with Korona Group Ltd., a company controlled by the Company’s Chief Executive Officer in the amount of $285,000 due February 26, 2019 and bearing an interest rate of 10% per annum, due upon maturity. The note is convertible into common shares of the Company at $0.07, with a warrant exercisable at $0.105 per share for a period of two years (Note 18.xii).
vi) On June 27, 2018, the Company entered into a secured convertible promissory note with Korona Group Ltd., a company controlled by the Company’s Chief Executive Officer in the amount of $297,639 due June 27, 2019 and bearing an interest rate of 10% per annum, due upon maturity. The note is convertible into common shares of the Company at $0.08, with a warrant exercisable at $0.12 per share for a period of two years (Note 18.xiii).
vii) On September 14, 2018, the Company entered into secured convertible promissory notes in the aggregate amount of $500,000 due September 14, 2019 and bearing an interest rate of 10% per annum, due upon maturity. One of the note holders, Cancore Enterprises, is a company controlled by a shareholder, who is considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

13. Convertible Notes Payable - continued

of the Company. The notes are convertible into common shares of the Company at $0.10, with a warrant exercisable at $0.15 per share for a period of two years (Note 18.xvi).

[Notes] Balance April 30, 2018 Issuance of note 13.(vi) Issuance of note 13.(vii) Accretion interest Conversion feature Balance April 30, 2019 Accretion Interest Balance April 30, 2020	Amount
	$ 1,150,426 297,639 500,000 103,978 (65,039)
	$ 1,987,004 23,635
	$2,010,639

The convertible notes payable are past due at April 30, 2020.

14. Other Liabilities

During fiscal 2019, the Company transferred $302,337 of accounts payable and provisions (the “Statute-Barred Claims”) to non-current liabilities on the basis that any claims in respect of the Statute-Barred Claims were statute barred under the Limitations Act (Ontario). For accounting purposes under IFRS, a debt can only be removed from the Company’s Statement of Financial Position when it is extinguished, meaning only when the contract is discharged, cancelled or expires. The effect of the Limitations Act is to prevent a creditor from enforcing an obligation, but it does not formally extinguish the debt for accounting purposes. It is the position of the Company’s management that the Stature-Barred Claims cannot be enforced by the creditors, do not create any obligation for the Company to pay out any cash and do not affect the financial or working capital position of the Company. The Stature-Barred Claims are required to be reflected on the Company’s Statement of Financial Position as a result of the current interpretation of IFRS, but they are classified as long-term liabilities since the Company has no intention to pay these Stature-Barred Claims and the creditors cannot enforce their payment. While inclusion of these items is intended solely to comply with the IFRS requirements, the Company in no way acknowledges any of the Stature-Barred Claims.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

15. Share Capital

a. Common Shares

Common shares issued [Notes] Balance April 30, 2018 Issuance in exchange for debt 15.a.(i) Issuance in exchange for debt 15.a.(ii) Issuance in exchange for debt 15.a.(iii) Issuance in exchange for debt 15.a.(iv) Issuance in exchange for debt 15.a.(v) Cost of share issuances Balance April 30, 2019 Issuance in exchange for debt 15.a.(vi) Exercise of warrants 15.a.(vii) Issuance in exchange for debt 15.a.(viii) Cost of share issuances Balance April 30, 2020	Number Amount
	111,468,952 $ 13,662,659 6,860,420 686,042 1,527,435 122,195 1,014,386 81,151 1,016,423 81,314 500,000 40,000 - (7,554)
	122,387,616 $ 14,665,807 11,674,465 700,468 2,560,000 329,624 1,332,304 79,939 - (4,902)
	137,954,385 $ 15,770,936

i. On July 13, 2018, the Company completed a shares for debt transaction by issuing 6,860,420 shares at a price of $0.10 per share in settlement of monies owed, totaling $686,042, less the cost of issuance of $3,930 (Note 18.xv). As the debts were owed to shareholders of the Company, the shares were valued at the amount of the debt that was settled.
ii. On September 14, 2018, the Company completed a shares for debt transaction by issuing 1,527,435 shares at a price of $0.08 per share (based on the quoted market value of the Company’s shares at the time of issue) in settlement of monies owed, totaling $122,195, less the cost of issuance of $1,111.
iii. On December 4, 2018, the Company completed a shares for debt transaction by issuing 1,014,386 shares at a price of $0.08 per share (based on the quoted market value of the Company’s shares at the time of issue) in settlement of monies owed, totaling $81,151, less the cost of issuance of $906.
iv. On December 21, 2018, the Company completed a shares for debt transaction by issuing 1,016,423 shares at a price of $0.08 per share in settlement of monies owed, totaling $81,314, less the cost of issuance of $907 (Note 18.xvii). As the debts were owed to shareholders of the Company, the shares were valued at the amount of the debt that was settled.
v. On January 21, 2019, the Company completed a shares for debt transaction by issuing 500,000 shares at a price of $0.08 per share (based on the quoted market value of the Company’s shares at the time of issue) in settlement of monies owed, totaling $40,000, less the cost of issuance of $700.
vi. On October 11, 2019, the Company completed a shares for debt transaction by issuing 11,674,465 shares at a price of $0.06 per share in settlement of monies owed, totaling $700,468, less the cost of issuance of $4,002 (Note 18.xix). As the debts were owed to shareholders of the Company, the shares were valued at the amount of the debt that was settled.
vii. On October 18, 2019 and January 24, 2020, the Company completed warrant exercises by issuing 2,560,000 shares at a price of $0.10, for proceeds of $256,000 (Note 18.xi).

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

15. Share Capital

a. Common Shares

viii. On April 21, 2020, the Company completed a share for debt transaction by issuing 1,332,304 shares at a price of $0.06 per share in settlement of monies owed, totaling $79,939, less the cost of issuance of $900. As the debts were owed to shareholders of the Company, the shares were valued at the amount of the debt that was settled (Note 18.xx).

b. Compensation Based Options

On January 18, 2019, the shareholders of the Company ratified a Stock Option Plan (the “Plan”) which is administered by the directors of the Company. Under the Plan, the Company may grant to directors, officers, employees and consultants’ options to purchase shares of the Company. The Plan provides for the issuance of stock options to acquire up to 10% of the Company’s issued and outstanding common shares. The Plan is a rolling plan such that the number of shares reserved for issuance will increase as the Company’s issued and outstanding common shares increases. Options granted under the Plan are exercisable for a period up to five years, as determined by the Board, from the date of the grant. The exercise price of the options shall be determined by the Board at the time of the grant but shall not be less than the Discounted Market Price as set by the TSX Venture Exchange Policy 1.1 as amended from time to time. The options are subject to several vesting periods as outlined in the Plan.

The granting of options is subject to the following conditions: (a) not more than 10% of the outstanding issue of the shares may be reserved for the granting of options to insiders; (b) not more than 10% of the outstanding issue of the shares may be reserved for the granting of options to insiders or issued to insiders within any one year period; (c) not more than 5% of the issued and outstanding common shares may be granted to any one individual in a one year period; (d) not more than 2% of the issued and outstanding common shares may be granted to any one consultant in any one-year period; and (e) not more than an aggregate 2% of the issued and outstanding common shares may be granted to an employee conducting investor relations activities in any one-year period.

c. Stock Options

A summary of the stock options outstanding and exercisable under the plan as of April 30, 2020 and 2019 and changes during the years are as follows:

Options outstanding at April 30, 2018 Granted Cancelled Options outstanding at April 30, 2019 Granted Cancelled Options outstanding at April 30, 2020	Options	Weighted Price
	4,325,000 550,000 (3,075,000)	$ 0.23 0.10 0.22
	1,800,000 2,700,000 (200,000)	$ 0.20
		0.10 0.10
	4,300,000	$ 0.14

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

15. Share Capital - continued

c. Stock Options

Options exercisable at April 30, 2018 Vested during the year Cancelled during the year Options exercisable at April 30, 2019 Vested during the year Cancelled Options exercisable at April 30, 2020	Options	Weighted Price
	4,200,000 350,001
		$ 0.23

		0.12
	(3,075,000)	0.20
	1,475,001	$ 0.24

	1,125,001	0.10
	(133,334)	0.10
	2,466,668	$ 0.18

The following table summarizes additional disclosures on the stock options outstanding at April 30, 2020:

Exercise Price	Options Outstanding	Options Outstanding	Options Exercisable Number Remaining Average Fair Value at Time of Issue Expensed to Outstanding Life(Mths) Notyet Expired 30-Apr-20	Options Exercisable Number Remaining Average Fair Value at Time of Issue Expensed to Outstanding Life(Mths) Notyet Expired 30-Apr-20	Not Expensed at 30-Apr-20
	Number Outstanding	Remaining Average Life(Mths)	Number Outstanding
$ 0.26 0.15 0.10 0.10 0.10	1,000,000 250,000 350,000 400,000 2,300,000	1.5	1,000,000 250,000 316,668 133,333 766,667	1.5 $ 167,000 $ 167,000 28.5 6,250 6,250 44.5 24,500 22,167 53.5 30,000 10,000 55.0 161,000 53,667	$ - - 2,333 20,000 107,333
		28.5
		44.5

		53.5

		55.0

	4,300,000		2,466,668	$388,750 $259,084	$129,666

During the year ended April 30, 2020, the Company recognized $79,417 (April 30, 2019 - $18,875) in stock-based compensation expense to directors, employees and consultants under general and administrative expenses. The fair value of each option granted has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: risk free interest rate of 1.49% – 1.66% (April 30, 2019 – 1.95%); expected dividend yield of $Nil (April 30, 2019 - $Nil); estimated volatility of 121% (April 30, 2019 - 118%) and an expected option life of five years (April 30, 2019 – five years).

The 2,700,000 options granted in the year ended April 30, 2020 vest one-third on the date of grant; one-third on the first anniversary of their grant and one-third on the second anniversary of their grant. In the year ended April 30, 2019, 100,000 options were granted that vest one-third on the date of grant; one-third on the first anniversary of

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

15. Share Capital – continued

c. Stock Options

their grant and one-third on the second anniversary of their grant and 250,000 options were granted that vest onehalf on the date of grant and one-half on the first anniversary of their grant.

The Company has an additional 1,000,000 options owing to officers to be issued at a later date (April 30, 2019 – 1,000,000).

d. Warrants

. Warrants
[Notes] Balance April 30, 2018 Expiry of warrants 15.d.(i) Issuance of warrants 15.d (ii) Balance April 30, 2019 Exercise of warrants 15.d(iii) Expiry of warrants 15.d.(iv) Balance April 30, 2020	Warrants Number Amount
	20,743,870 $ 2,539,463 (9,499,999) (997,499) 6,007,000 172,744
	17,250,871 $ 1,714,708 (2,560,000) (73,624) (14,013,094) (1,550,939)
	677,777 $ 90,145

i. During the year ended April 30, 2019, 9,499,999 warrants valued at $997,499 expired without being exercised and their value was transferred to contributed surplus.
ii. During the year ended April 30, 2019, a warrant bonus valued at $172,744 was issued for the extension of the due date of a promissory note valued at $600,700 and in lieu of interest payments during the extension period (Note 12.ii). The fair value of each warrant has been estimated at the date of issuance using the Black-Scholes option pricing model with the following weighted average assumptions: expected dividend yield of $Nil; risk free interest rate of 1.90%; estimated volatility of 131% and an expected warrant life of 1 year.
iii. During the year ended April 30, 2020, 2,560,000 warrants valued at $73,624 were exercised and their value was transferred to share capital (Note 18.xi).
iv. During the year ended April 30, 2020, 14,013,094 warrants valued at $1,550,939 expired without being exercised and their value was transferred to contributed surplus.

The following table summarizes information about stock warrants outstanding at April 30, 2020:

Issue Date	*Number of*		Expiry Date	Weighted Average
	*Warrants*	*Weighted Average Exercise*		Remaining Life
	*Outstanding*	*Price*		(months)
11-May-15	677,777	0.27	11-May-20	0.5

These warrants expired on May 11, 2020.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

16. Contributed Surplus

Contributed surplus resulted from the following:

[Notes] Balance at April 30, 2018 Amounts resulting from share-based compensation 15.c. Ascribed value of expired warrants 15.d.(i) Balance at April 30, 2019 Amounts resulting from share-based compensation 15.c. Ascribed value of expired warrants 15.d. (iv) Balance at April 30, 2020	Amount
	$ 8,108,873 18,875
	997,499
	$ 9,125,247 79,417 1,550,939
	$ 10,755,603

17. Income Taxes

a. Provision for Income Tax

Major items causing the Company’s effective income tax rate to differ from the combined Canadian federal and provincial statutory rate of 27% (April 30, 2019 – 27%) were as follows

Loss before income taxes Expected income tax provision (recovery) based on statutory rate Adjustment to expected income tax benefit: Permanent differences Temporary differences Change in benefit of tax assets not recognized Deferred income tax provision (recovery) Deferred tax recognized directly in equity Total taxation	For the years ended April 30,
	2020 2019
	$ (1,193,440) $ (1,401,460)
	$ (316,000) $ (371,000) 21,000 5,000 34,000 53,000 261,000 294,800
	$- $ (18,200)
	- (18,200)
	- -

b. Deferred Income tax

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

Non-capital loss carryforwards Property, plant and equipment Share-issue costs Total	2020 2019
	$ 39,106,000 $ 37,673,000 2,150,000 2,145,000 13,000 13,000
	$41,259,000$39,831,000

The potential future benefit of these losses has not been recognized in the financial statements because it is not probable that future taxable profit will be available against which the Company can use the benefits.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

17. Income Taxes - continued

b. Deferred Income tax

As at April 30, 2020, the Company had non-capital losses which under certain circumstances may be available to reduce future taxable income. These losses expire as follows (rounded numbers):

2026	$	1,703,000
2027		3,344,000
2028		5,299,000
2029		4,873,000
2030		2,685,000
2031		4,609,000
2032		3,091,000
2033		3,116,000
2034		2,034,000
2035		1,573,000
2036		2,185,000
2037		437,000
2038		1,536,000
2039		1,188,000
2040		1,433,000
	$	39,106,000

The Company's subsidiary Pinpoint Commerce Inc. has cumulative non-capital tax losses reported in their preacquisition corporate tax returns. The subsidiary is deficient in filing certain pre-acquisition and current tax returns subsequent to the acquisition. These periods have accounting losses and as a result are expected to have losses for tax purposes. Until the Company can obtain a determination of losses confirmed by the Canada Revenue Agency, the losses have not been included in these financial statements. As of the year ended April 30, 2020, the tax benefit of any such losses would not be recorded as it is not probable the tax loss would be realized against future income taxes otherwise owing.

18. Related Party Transactions and Balances

During the fiscal years 2020 and 2019, the Company entered into the following related party transactions. The outstanding amounts included in accounts payable and accrued liabilities are unsecured, non-interest bearing with no fixed terms of repayment.

i. Recorded the fees of the President to a company owned by him. During the year ended April 30, 2020, the Company expensed fees totaling $120,000 (April 30, 2019 - $120,000) and fixed allowance of $17,760 (April 30, 2019 – $17,760). The amount outstanding in trade accounts payable at April 30, 2020 was $Nil (April 30, 2019 - $Nil).
ii. Recorded the fees of the Chief Financial Officer to a company controlled by him. During the year ended April 30, 2020, the Company expensed fees totaling $36,000 (April 30, 2019 - $36,000). The amount outstanding in trade accounts payable at April 30, 2020 was $Nil (April 30, 2019 - $Nil).

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

18. Related Party Transactions and Balances – continued

iii. On March 13, 2015, the Company entered into a secured $100,000 note with Korona Group Ltd., a company controlled by the Company’s Chief Executive Officer, at an interest rate of 8% compounded monthly, due and payable July 30, 2015. On June 15, 2015, the Company repaid $40,000 to the note holder. The Company and the note holder agreed to extend the $60,000 note to December 31, 2018. Total interest expense on the note for the year ended April 30, 2020 amounted to $7,045 (April 30, 2019 - $6,487) and the accrued interest payable included in accounts payable at April 30, 2020 was $9,792 (April 30, 2019 - $2,746) (Note 12.i).
iv. On May 7, 2015, the Company issued a secured convertible promissory note in the amount of $360,000, due May 7, 2016 and bearing an interest rate of 10% to 1454602 Ontario Inc., a company controlled by two shareholders both of whom are considered to be insiders of the Company due to ownership in excess of 10% of the common shares of the Company (Note 13.i).

Effective May 7, 2016, this note was replaced with a new convertible promissory note for the same amount and interest rate, due May 7, 2019. Total interest expense for these notes for the year ended April 30, 2020 amounted to $36,099 (April 30, 2019 - $36,000) and the accrued interest payable included in accounts payable at April 30, 2020 was $143,507 (April 30, 2019 – $107,408) (Note 13.i).

v. During the year ended April 30, 2020, the Company recorded directors’ fees of $68,842 (April 30, 2019 – $67,133). Included in accounts payable and accrued liabilities are unpaid directors’ fees at April 30, 2020 of $60,892 (April 30, 2019 – $123,410). These fees are non-interest bearing, are unsecured and have no fixed term for repayment,
vi. Contracted with QDAC Inc., a company in which the Company’s Chief Executive Officer and an insider of the Company, is a minority owner, to undertake the manufacture of the Company’s hardware. The amount outstanding in trade accounts payable at April 30, 2020 was $411,235 (April 30, 2019 - $905,627). Included in trade accounts payable at April 30, 2020 are late payment fees of $411,235 (April 30, 2019 - $464,403), of which late payments charges of $105,120 (April 30, 2019 - $128,242) are recorded in Office costs under General and Administration. This debt is non-interest bearing, are unsecured and has no fixed term for repayment.
vii. Incurred share-based compensation relating to stock options granted to Directors and Officers, based upon the vesting of stock options granted. During the year ended April 30, 2020, the Company expensed noncash costs of $Nil (April 30, 2019 - $3,125).
viii. On September 22, 2016, the Company entered into a $79,000 secured convertible promissory note, with 1454602 Ontario Inc., a company controlled by two shareholders, both of whom are considered to be insiders of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The note, due September 22, 2017, bears an interest rate of 10%, is convertible at $0.095 per share, with a warrant priced at $0.15 exercisable for a period of two years from date of conversion. Total interest expense on the Note for the year ended April 30, 2020 amounted to $7,922 (April 30, 2019 - $7,900) and the accrued interest payable included in accounts payable at April 30, 2020 was $11,190 (April 30, 2019 - $3,268) (Note 13.ii).

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

18. Related Party Transactions and Balances – continued

ix. On October 13, 2016, the Company entered into 2 secured convertible promissory notes, totaling $139,000 due October 13, 2017 bearing an interest rate of 10%, is convertible at $0.10 per share, with a warrant priced at $0.15 exercisable for a period of two years from date of conversion. One of the note holders, 1454602 Ontario Inc., is a company controlled by two shareholders both of whom are considered to be insiders of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The other note holder, Unicare Inc., is a company partially controlled by a shareholder, who is considered to be an insider of the Company due to undiluted ownership in excess of 10% of the common shares of the Company. Total interest expense on these Notes for the year ended April 30, 2020 amounted to $13,938 (April 30, 2019 - $13,900) and the accrued interest payable included in accounts payable at April 30, 2020 was $19,688 (April 30, 2019 - $5,750) (Note 13.iii).
x. On October 24, 2016, the Company entered into a $75,000 secured convertible promissory with Cancore Enterprise, a company controlled by a shareholder, who is considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The note due October 31, 2017, bears an interest rate of 10% per annum, is convertible at $0.12 per share, with a warrant priced at $0.18 exercisable for a period of two years from date of conversion. Total interest expense on the Note for the year ended April 30, 2020 amounted to $7,521 (April 30, 2019 - $7,500) and the accrued interest payable included in accounts payable at April 30, 2020 was $10,623 (April 30, 2019 - $3,103) (Note 13.iv).
xi. On September 5, 2017, the Company converted advances received during the period of February to August 2017 into a promissory note with Korona Group Ltd., a company controlled by the Company’s Chief Executive Officer, in the amount of $600,700. The note matures on August 31, 2018. A share bonus of 1,126,312 common shares was issued by the Company in lieu of interest payments in 2018. The bonus was calculated as being 15% of the note and was converted into shares at a conversion rate of $0.08 (Note 12.ii).

On January 21, 2019, this note was extended to January 31, 2020. A warrant bonus of 6,007,000 warrants was issued by the Company in lieu of interest payments. The exercise price of the warrants is $0.10, expires January 31, 2020 and cannot be extended (Notes 12.ii and 15.d.ii).

On October 18, 2019 and January 24, 2020, 2,560,000 of these warrants were exercised. The remaining 3,447,000 warrants expired on January 31, 2020 (Notes 15.a.vii and 15.d.iii).

xii. On February 28, 2018, the Company converted advances received during the period of August 2017 to January 2018 into a convertible promissory note with Korona Group Ltd., a company controlled by the Company’s Chief Executive Officer, in the amount of $285,000. The note matures on February 26, 2019, is convertible at $0.07 a share, with a warrant priced at $0.105 for two years from the date of conversion. Total interest expense on the Note for the year ended April 30, 2020 amounted to $28,578 (April 30, 2019 - $28,500) and the accrued interest payable included in accounts payable at April 30, 2020 was $72,745 (April 30, 2019 - $44,167) (Note 13.v).

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

18. Related Party Transactions and Balances – continued

xiii. On June 27, 2018, the Company entered into a secured convertible promissory note with Korona Group Ltd., a company controlled by the Company’s Chief Executive Officer in the amount of $297,639 that matures June 27, 2019, bearing an interest rate of 10% per annum, due upon maturity. Included in this note were advances received during March 2018. The note is convertible into common shares of the Company at $0.08, with a warrant exercisable at $0.12 per share for a period of two years. Total interest expense on the Note for the year ended April 30, 2020 amounted to $29,845 (April 30, 2019 - $26,856) and the accrued interest payable included in accounts payable at April 30, 2020 was $57,491 (April 30, 2019 - $27,645) (Note 13.vi).
xiv. During July 2018, the Company received advances of $150,000 from Korona Group Ltd., a company controlled by the Company’s Chief Executive Officer. Total interest expense on the advance for the year ended April 30, 2020 amounted to $15,041 (April 30, 2019 - $12,123) and the accrued interest payable included in accounts payable at April 30, 2020 was $27,164 (April 30, 2019 - $12,123) (Note 11).
xv. On July 13, 2018, the Company completed a shares for debt transaction by issuing 6,860,420 common shares at a price of $0.10 to Directors, Officers and employees of the Company in payment of fees and salaries totaling $686,042 (Note 15.a.i).
xvi. On September 14, 2018, the Company entered into a $300,000 secured convertible promissory note with Cancore Enterprises, a company controlled by a shareholder, who is considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The note matures September 14, 2019 and bears an interest rate of 10% per annum, due upon maturity. The note is convertible into common shares of the Company at $0.10, with a warrant exercisable at $0.15 per share for a period of two years. Total interest expense on the Note for the year ended April 30, 2020 amounted to $30,082 (April 30, 2019 - $19,644) and carried in accounts payable at April 30, 2020 was $49,726 (April 30, 2019 - $19,644) (Note 13.vii).
xvii. On December 21, 2018, the Company completed a shares for debt transaction by issuing 1,016,423 common shares at a price of $0.08 to various companies that are either wholly or partially owned and controlled by the Company’s Chief Executive Officer and another shareholder, who is considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company (Note 15.a.iv).
xviii. During the year ended April 30, 2020, the Company received advances of $158,000 from 1454602 Ontario Inc., a company controlled by two shareholders both of whom are considered to be insiders of the Company due to diluted ownership in excess of 10% of the common shares of the Company. Total interest expense on the advances for the year ended April 30, 2020 amounted to $1,055 (April 30, 2019 - $Nil) and the accrued interest payable included in accounts payable at April 30, 2020 was $1,055 (April 30, 2019 - $Nil) (Note 11).
xix. On October 11, 2019, the Company completed a shares for debt transaction by issuing 11,674,465 common shares at a price of $0.06 to current Officers and Directors of the Company and to a company in which the Company’s Chief Executive Office holds a minority position totaling $688,468 (Note 15.a.vi).
xx. On April 21, 2020, the Company completed a shares for debt transaction by issuing 1,332,304 common shares at a price of $0.06 to Directors and Officers of the Company in payment of fees totaling $79,939 (Note 15.a.viii).

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

18. Related Party Transactions and Balances – continued

xxi. Compensation of key management personnel and board of directors:

Wages and director fees Benefits Share based compensation (non-cash)	2020 2019
	$ 224,842 $ 223,133 17,760 17,760 - 3,125
	$ 242,602 $ 244,018

19. Loss per Share

Basic loss per share is calculated on the basis of the weighted average number of common shares outstanding for the period, which, for the twelve-month period ended April 30, 2020, amounted to 129,872,974 (April 30, 2019 – 119,457,717). For the periods presented, all stock options, warrants and convertible notes payables are anti-dilutive, therefore diluted loss per share is equal to the basic loss per share.

The following instruments have been excluded from the diluted earnings per share as these instruments are antidilutive:

Issued stock options Issued warrants Convertible notes – potential share issuance Convertible notes – potential warrant issuance	For the years ended April 30 2020 2019
	4,300,000 1,800,000 677,777 17,250,871 22,727,012 22,727,012 22,727,012 22,727,012
	50,431,801 64,504,895

20. Financial Instruments and Risk Management

The fair value of a financial instrument is the amount of consideration that would be agreed upon in an arm's length transaction between knowledgeable and willing parties who are under no compulsion to act. When the independent prices are not available, fair values are determined using valuation techniques that refer to observable market data.

These techniques include comparisons with similar instruments where market observable prices exist, discounted cash flow analysis, and other valuation techniques commonly used by market participants.

Fair value

The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments:

The carrying amounts of cash, restricted cash, accounts receivable, other receivables, bank indebtedness, accounts payable and accrued liabilities, notes payable, convertible note payable and advances approximate fair value due to the short-term maturity of these financial instruments.

The Company had no financial instruments to classify within the fair value hierarchy as at April 30, 2020 and 2019.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

20. Financial Instruments and Risk Management - continued

Interest rate risk

The Company has cash and restricted cash balances with rates that fluctuate with the prevailing market rate. The Company’s current policy is to invest excess cash in cash accounts or short-term interest-bearing securities issued by Canadian chartered banks. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. The Company’s notes payable and convertible notes payable bear interest at fixed interest rates.

Credit risk

Credit risk is the risk of financial loss associated with the counterparty’s inability to fulfill its payment obligations in accordance with the terms and conditions of its contract with the Company. Credit risk arises from cash and deposits with banks as well as credit exposure to outstanding receivables.

The Company’s credit risk arises primarily from the Company’s trade receivable. The carrying amount of financial assets represents the maximum credit exposure to the Company. The Company’s exposure to trade credit risk as at April 30, 2020 was $1,800 (April 30, 2019 - $Nil) net of allowances.

The Company may also have credit risk relating to cash and restricted cash, of $14,390 and $10,000 (April 30, 2019 - $93,305 and $10,000), respectively, which it manages by dealing with highly rated financial institutions.

Liquidity risk

Liquidity risk is the risk that the Company will experience difficulty in meeting its obligations that are associated with financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet financial obligations when they fall due, from its funding sources, such as equity and debt issuances. The Company continues to actively pursue new equity financing to ensure that it will have funds available to meet liabilities when they fall due.

The following table represents the Company’s financial liabilities identified by type and future contractual dates of payment:

t:
Bank Indebtedness Trade accounts payable and accrued liabilities Advances Notes payable Convertible notes payable	Under 1 – 3 Total 1 Year Years	After 3 Years
	$ 21,700 $ 21,700 $ - 1,212,437 1,212,437 - 308,000 308,000 - 660,700 60,000 600,700 2,010,639 2,010,639 -	$ - - - -
	$ 4,213,476 $ 3,612,776 $ 600,700	$ -

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

21. Commitments and Contingencies

Rental and operating leases

The Company currently has lease arrangements for the rental of its office in Richmond Hill, Ontario, Canada. The minimum annual lease payments under annual rental and operating leases exclusive of operating costs are as follows:

			Amount
Fiscal	2021	$	13,502

The Company is party to certain contracts which contain minimum commitments of approximately $40,200 payable in fiscal 2021.

Contingencies and provisions

From time to time, the Company enters into software licensing agreements with a client/business partners whereby the Company has agreed to indemnify the counterparties for liabilities that may arise during the terms of the agreements. The maximum amount of any potential future payment cannot be reasonably estimated and it is not practicable to estimate the financial effects on its consolidated financial statements.

In the ordinary course of business, the Company and its subsidiaries are involved in legal claims and counter claims, as defendants or plaintiffs. The Company has evaluated its legal actions and has estimated potential settlements and legal costs based on the current information and have accrued a provision based on management's estimate of potential outcomes. It is management's opinion that any additional liability to the Company that may arise from these matters will not have a material effect upon the operating results, financial position or cash flows of the Company.

22. Subsequent Events

i. On June 15, 2020, the Company entered into an agreement with Korona Group Inc., a company controlled by the Company’s Chief Executive Officer, to extend the due date of a $600,700 loan to June 30, 2021 and issued a warrant bonus of 12,014,000 in lieu of future interest payments. The exercise price of the warrants is $0.05 and the expiry date is June 30, 2021. These warrants cannot be extended.
ii. On August 6, 2020, the Company completed a shares for debt transaction by issuing 11,457,788 common shares at a price of $0.05 in settlement of interest charges of $572,890. Included in this transaction are settlements with various companies that are either wholly or partially owned and controlled by the Company’s Chief Executive Officer.
iii. During May 2020, the Company applied for and received the Canada Emergency Business Account (“CEBA”) funding of $40,000 related to the Novel Coronavirus (“Covid-19”) pandemic.

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

23. Capital Management

The Company considers that its capital is synonymous with the value of convertible notes payable, bank indebtedness and shareholders’ equity (deficiency).

The total of these items was as follows:

:
Convertible note payables Bank indebtedness Shareholders’ (deficiency)	For the years ended April 30, 2020 2019
	$ 2,010,639 $ 2,010,639 (21,700) - (4,365,959) (4,307,076)
	$ (2,377,020) $ (2,296,437)

The Company manages its capital structure and makes adjustments to it in light of general economic conditions and the risk characteristics of the underlying assets and the Company’s working capital requirements. In order to maintain or adjust the capital structure, the Company, upon approval from its Board of Directors, may issue longterm debt, convertible notes, issue shares or repurchase shares through a normal course issuer bid. The Board of Directors reviews and approves any material transactions not in the ordinary course of business which may include various acquisition proposals, as well as capital and operating budgets. The Company is not subject to any externally imposed capital requirements. There were no significant changes in the Company’s approach to capital management during the years ended April 20, 2020 and 2019.

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture (“TSX-V”) which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required to maintain operations and cover general and administrative expenses for a period of six months. As of April 30 2020, the Company may not be compliant with the policies of the TSX-V. The impact of this violation is not known and is ultimately dependent on the discretion of the TSX-V.

24. Net Change in Non-Cash Working Capital

Net change in non-cash working capital balances: Other receivables Sales taxes recoverable Prepaid expenses and deposits Accounts payable and accrued liabilities	For the years ended April 30, 2020 2019
	$ (383) $ (1,417) (19,219) 7,457 700 3,799 465,958 365,095
	$ 447,056 $ 374,934

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

25. Selling and Marketing

Travel, tradeshows and promotional Third party commissions Total - Selling and marketing	For the years ended April 30, 2020 2019	For the years ended April 30, 2020 2019
	$ 2,819 100.0% $ 46,368 - -% 2,023	95.8% 4.2%
	$ 2,819 100.0% $ 48,391	100.0%

26. General and Administration

Salaries Benefits Contractual services Share-based compensation Travel and auto Office costs Occupancy and operating costs Professional Consulting Directors' fees Other (income) Total - General and administration	For the years ended April 30, 2020 2019	For the years ended April 30, 2020 2019
	$ 70,807 8.9% $ 69,909 2,670 0.3% 2,117 208,590 26.3% 213,689 79,417 10.0% 18,875 18,351 2.3% 20,596 187,502 23.7% 199,584 67,773 8.6% 66,921 76,661 9.7% 144,448 5,310 0.7% 142,999 68,842 8.7% 67,133 6,270 0.8% (27,471)	7.6% 0.2% 23.3% 2.1% 2.2% 21.7% 7.3% 15.7% 15.6% 7.3% (3.0%)
	$ 792,193 100.0% $ 918,800	100.0%

AI assistant

iSIGN Media Solutions Inc. — Annual Report 2020

46198_rns_2020-09-09_b58ea02c-fa70-4824-a260-21b3b2512d48.pdf

iSIGN Media Solutions Inc.

iSIGN MEDIA SOLUTIONS INC.

Contents

Independent Auditor’s Report

Opinion

Basis for opinion

Material uncertainty related to going concern

Other information

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

Auditor’s responsibilities for the audit of the consolidated financial statements

McGovern Hurley LLP

Chartered Professional Accountants Licensed Public Accountants

iSIGN Media Solutions Inc. Consolidated Statements of Financial Position As at April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

iSIGN Media Solutions Inc. Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) For the Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

iSIGN Media Solutions Inc. Consolidated Statements of Loss and Comprehensive Loss For the Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

iSIGN Media Solutions Inc. Consolidated Statements of Cash Flows For the Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

1. Description of Business

2. Going Concern

Novel Coronavirus (“COVID-19”)

3. Basis of Preparation

Statement of Compliance

Basis of Measurement

Functional and Presentation Currency

Principles of Consolidation

Use of Estimates and Judgments

3. Basis of Preparation – continued

Use of Estimates and Judgments – continued

4. Significant Accounting Policies

Revenue recognition

Intangible assets

Intangible assets - continued

Inventories

Property and equipment

Impairment

4. Significant Accounting Policies – continued

Impairment - continued

Income taxes

4. Significant Accounting Policies – continued

Earnings (loss) per share

Share-based payments

Foreign currency translation

Financial assets and liabilities

Financial assets

Initial recognition and measurement

Subsequent measurement – financial assets at amortized cost

Subsequent measurement – financial assets at FVPL

Subsequent measurement – financial assets at FVOCI

Derecognition

Impairment of financial assets

Financial liabilities

Initial recognition and measurement

Subsequent measurement – financial liabilities at amortized cost

Derecognition

4. Significant Accounting Policies – continued

Compound financial instruments

Share capital

Provisions

Change in Accounting Policies

5. Recent Accounting Pronouncements

5. Recent Accounting Pronouncements – continued

6. Restricted Cash

7. Segmented Information

8. Property and Equipment

9. Intangible Assets

10. Bank Indebtedness

11. Advances

12. Notes Payable

13. Convertible Notes Payable

13. Convertible Notes Payable - continued

14. Other Liabilities

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

15. Share Capital

15. Share Capital

a. Common Shares

b. Compensation Based Options

c. Stock Options

iSIGN Media Solutions Inc. Notes to the Consolidated Financial Statements Years Ended April 30, 2020 and April 30, 2019 Expressed in Canadian Dollars

iSIGN Media Solutions Inc. Annual Report 2020